4810 - 120th Street West, Apple Valley, MN 55124-8628
Telephone: (952) 994-7651 or Fax: (651) 454-5143
October 31, 2005
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, December 12, 2005,
at 9:00 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 WIPFLI LLP 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 DECEMBER 12, 2005
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, December 12, 2004, at 9:00 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 WIPFLI LLP, as the
independent auditors of the Company for the fiscal year
ending June 30, 2006, 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 October 1, 2005, as the record date
for the meeting.This means that shareholders of the Company's
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 November 25, 2005 through December 06, 2005,
at the offices of Stinar HG, Inc., 3255 Sibley Memorial Highway,
Eagan, Minnesota. This list will also be available at the
meeting.
/s/ Robert B. Gregor
By Order of the Board of Directors
Robert B. Gregor
Secretary
Apple Valley, Minnesota
October 31, 2005
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 DECEMBER 12, 2005
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 2005 Annual Meeting of Shareholders of
the Company. The meeting will be held on Monday, December 12,
2005 at 9:00 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, Minnesota 55124-8628. The date this Proxy
Statement is first being mailed or given to shareholders is on or
about October 31, 2005.
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
2006 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.
- - In voting on the ratification of the appointment of WIPFLI LLP
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 are 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 WIPFLI
LLP.
The election of directors will require approval by a plurality of
the voting power of the shares of the Company's common stock, par
value $.10 per share (the "Common Stock"), voting in person or by
proxy at the meeting. All other proposals will require approval
by a majority of the votes cast by the holders of the shares of
Common Stock voting in person or by proxy at the meeting. For
the election of directors, withheld votes do not affect whether a
nominee has received sufficient votes to be elected. For
purposes of determining whether the shareholders have approved
matters other than the election of directors, abstentions are
treated as shares present or represented and voting and have the
same effect as negative votes. Broker non-votes are counted
toward a quorum, but are not counted for any purpose in
determining whether a matter has been approved.
Only holders of Common Stock of record at the close of business
on October 1, 2005, 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 Common Stock held. On the record date, 1,431,503 shares of
the Common Stock were issued and outstanding. The presence at
the Annual Meeting, in person or by proxy, of the holders of 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 DIRECTOR 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 2006 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 October 31, 2005, by the persons who have been nominated by
the Board to serve as directors for the ensuing year.
Nominees for Age Principal Occupation Director
Election Since
Robert C. Harvey 54 Chairman of the Board, 1992
Chief Executive Officer
and Chief Financial
Officer of the Company and
its wholly owned
subsidiaries
Robert B. Gregor 54 V.P. of Sales and 1993
Marketing of the Company's
wholly owned subsidiary
Hugh McDaniel 66 Real Estate Broker 1992
Pamela Whitney 53 Auditor for Epstein Weber 2003
Conover, PLC.
Robert Lindman 62 Retired, former owner of 2003
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, Chief Executive
Officer and Chief Financial Officer of the Company and Stinar HG,
Inc. since November 1992, and a director and President of
Oakridge Cemeteries since November 1992.
Mr. Gregor has been V.P. of Marketing and Sales and Secretary for
Stinar HG, 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 is presently an auditor for the CPA firm of
Epstein Weber & Conover, PLC and before that was an Inventory
Exchange Supervisor at Phillips 66 from 2000 to 2005. Prior to
Phillips 66, Ms. Whitney was at the CPA firm of Kilpatrick,
Luster & Co., PLLC.
Mr. Robert Lindman is presently retired. Prior to retiring in
2000, Mr. Lindman was the sole owner of Golden Triangle Forms Co.
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 three times by telephone during
the fiscal year ended June 30, 2005. All of the directors
attended all meetings of the Board and of the committees on which
they served during the year. 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. All members of the committees are "independent"
as defined by SEC rules.
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 met one time in fiscal
2005. The Company's Compensation Committee currently consists of
Robert Lindman, Hugh McDaniel and Pamela Whitney.
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 2005 and, as a result, the full Board
of Directors nominated the director candidates named in this
Proxy Statement. The Company's Corporate Governance Committee
currently consists of Robert Lindman, Hugh McDaniel and Pamela
Whitney. The Corporate Governance Committee does not have a
charter. The Corporate Governance Committee does not have a
policy with regard to the consideration of director candidates
recommended by shareholders because the size and profile of the
Company make it preferable for identification and evaluation of
potential candidates to occur on a case-by-case basis.
Audit Committee
The Audit Committee meets with management to review the scope and
results of audits performed by the Company's independent
accountants. The Audit Committee also meets with the independent
auditors and with appropriate Company financial personnel about
internal controls and financial reporting. The Audit Committee is
the agent of the Board of Directors in assuring the adequacy of
the Company's financial, accounting and reporting control
processes. The Audit 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 2005 by telephone and all members of the Audit
Committee attended the meeting. The Audit Committee currently
consists of Robert Lindman, Hugh McDaniel and Pamela Whitney. The
Company's Board of Directors will follow the advice of the Audit
Committee on transactions that could have the potential
appearance of not being at arm's length. The Audit Committee has
determined that Pamela Whitney is an "audit committee financial
expert" and is "independent" as defined by SEC rules.
Security holder Communications
The Board provides a process for shareholders to send
communications to the Board or any of the directors.
Shareholders may send written communications to the Board of
Directors or specified individual directors by addressing their
communication to Chief Executive Officer, Oakridge Holdings,
Inc., 4820 - 120th Street West, Apple Valley, Minnesota 55124-
8628 by U.S. mail. The communications will be collected by the
Chief Executive Officer and delivered, in the form received, to
the Board or, if so addressed, to a specified director.
The Company does not have a formal policy regarding attendance by
members of the Board of Directors at the Company's annual
meetings of shareholders. The Company has always encouraged its
directors to attend its annual meeting of shareholders and
expects to continue this policy. In 2004, five Company directors
attended the Company's annual meeting of shareholders.
Direction Compensation
Each non-employee director of the Company is paid a $2,000 annual
retainer fee, 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.
During fiscal 2005 and fiscal 2004, amounts paid for non-audit
compliance services to entities related to the Chief Executive
Officer were $15,891 and $17,410 respectively.
Principal Shareholders and Beneficial Ownership of Management
The following table sets forth information regarding beneficial
ownership of Common Stock on October 31, 2005 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)
Robert C. Harvey* 433,579(2) 28.0%
Robert B. Gregor* 197,689(3) 13.0%
Hugh McDaniel* 5,100 0.3%
Pamela Whitney* -- --
Robert Lindman* -- --
Jerry Kenline 215,000(4) 13.02%
All directors and executive 636,368(2,3) 41.3%
officers as a group (5
persons)
* Indicates directors and executive officers.
(1)Unless otherwise noted, all shares shown are held by persons
possessing sole voting and investment power with respect to such
shares. 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.
(2)Includes 72,557 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.
(3)Includes 8,125 shares held by Mr. Gregor's wife and children
in 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
35,000 shares that could be acquired upon exercise of an option
and the conversion of the convertible subordinated debenture.
(4)75,000 of the 215,000 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 fiscal year 2005.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Fiscal Other Annual
Principal Position Year Salary Bonus Compensation(3)
Robert C. Harvey(1) 2005 $220,738 - -
Chairman of the 2004 $198,400 - -
Board, Chief 2003 $189,000 - -
Executive Officer
and Chief Financial
Officer
Robert B. Gregor(2) 2005 $185,956 - $260
Secretary and Vice 2004 $149,659 - $676
President of 2003 $121,899 - $260
Marketing and Sales
(1)Mr. Harvey was first employed by the Company as Chairman of the
Board and Chief Executive Officer in November 1992.
(2)Mr. Gregor was first employed by the Company as Vice President of
Marketing and Sales in January 1, 1999.
(3)Consists of Medical Insurance Payments.
Option Grants and Exercises
The Company did not grant any options to its executive officers
during fiscal year 2005.
AGGREGATE OPTION
EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Shares Value of Unexercised
Underlying Unexercised In-The-Money Options
Options at Fiscal Year-End at Fiscal Year-End(1)
Shares
Acquired
On Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
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, 2005 ($1.13 per share)
and the exercise price of the options. At June 30, 2005, all options were out-
of-the-money.
Employment Agreements
The Company currently has no employment agreements with its
executive officers. A new contract with Mr. Harvey is presently
being negotiated.
PROPOSAL NO. 2 -- RELATIONSHIP WITH AND APPOINTMENT OF
INDEPENDENT AUDITORS
The Board of Directors has selected WIPFLI LLP, independent
auditors, to audit the financial statements of the Company for
the year ending June 30, 2006 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 WIPFLI LLP 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 WIPFLI LLP AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2006.
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 2005.
Audit Committee Report
The Audit Committee of the Board of Directors consists of three
members, Hugh McDaniel, Robert Lindman and Pamela Whitney, all of
which are independent 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 has adopted a written charter of the Audit
Committee, which was attached as Appendix A to the proxy
statement for the 2004 Annual Meeting of Shareholders.
Management has primary responsibility for the Company's financial
statements and the overall reporting process, including its
system of internal controls. WIPFLI LLP, 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,
2005, the Audit Committee:
- - Reviewed and discussed the audited consolidated financial
statements for the year ended June 30, 2005 with management and
WIPFLI LLP.
- - Discussed with WIPFLI LLP 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 WIPFLI LLP
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, 2005 filed with the Securities
and Exchange Commission.
THE AUDIT COMMITTEE
ROBERT LINDMAN
HUGH MCDANIEL
PAMELA WHITNEY
Audit Fees
Aggregate fees for professional services rendered for the Company
by WIPFLI LLP, for the years ended June 30, 2005, and 2004, were:
Fiscal Fiscal
2005 2004
Audit Fees $57,000 $47,485
Audit-Related Fees - -
Tax Fees - -
All Other Fees - -
Total $57,000 $47,485
The Audit Fees for the years ended June 30, 2005, and 2004, were
the amounts billed 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
(10-KSB) filings.
The de minimis exception was not used for any fees paid to WIPFLI
LLP.
The Audit Committee has considered whether the provision of the
above services other than audit services is compatible with
maintaining by the independence of WIPFLI LLP.
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 WIPFLI LLP 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 WIPFLI
LLP.
In addition, the 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 PROPOSALS FOR 2006 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,
2006, is expected to be held on or about December 12, 2006, and
proxy materials in connection with that meeting are expected to
be mailed on or about November 1, 2006. Except as indicated
below, shareholder proposals prepared in accordance with the
proxy rules must be received by the Company by July 1, 2006 for
inclusion in the proxy statement for the Company's 2006 annual
meeting. Any other shareholder proposal must be received by the
Company at its principal executive office no later than September
18, 2006 in order to be presented at the 2006 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.
MISCELLANEOUS
THE ANNUAL REPORT OF THE COMPANY FOR THE YEAR ENDED JUNE 30, 2005
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/ Robert Gregor
Robert Gregor
Secretary
October 31, 2005