SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule
14a-12 (File Number 0-28836)
PARADIGM ADVANCED TECHNOLOGIES, INC.
(Name of Registrant as Specified in Its Charter)
------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) 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:
Paradigm Advanced Technologies, Inc.
5140 Yonge Street
Suite #1525
North York, Ontario M2N 6L7
Canada
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on June 26, 1997
To the Shareholders:
The Annual Meeting of the Shareholders of Paradigm Advanced Technologies,
Inc. (the "Company") will be held at the Novotel North York Hotel, 3 Park Home
Avenue, North York, Ontario, M2N 6L3, Canada. TEL: (416) 733-2929 FAX: (416)
733-1743, on Thursday June 26, 1997 at 3:00 P.M. (Eastern standard time) in the
Duncan room.
1.To elect directors to serve until the 1998 Annual Meeting of
Shareholders or until their successors are elected and shall
qualify.
2.To ratify the selection of Independent Public accountants for the
year 1998.
Shareholders of record at the close of business on May 19, 1997 are entitled
to notice of and to vote at the meeting and any adjournment therof.
You are invited to attend the Meeting. It is desired that as many
Shareholders as practicable be represented at the Meeting. Consequently, whether
or not you now expect to be present, you are requested to date and sign the
enclosed proxy and return it promptly to the Company, in the accompanying
envelope which requires no postage if mailed in Canada or the United States, in
order that your vote can be recorded. This may save the Company the expense of
further proxy solicitation.
YOU MAY REVOKE THE PROXY AT ANY TIME BEFORE THE AUTHORITY GRANTED THEREIN IS
EXERCISED.
Cordially,
Jack Y. Lee
Chairman, Chief Executive Officer, Company
Secretary & Treasurer
Paradigm Advanced Technologies, Inc.
5140 Yonge Street
Suite #1525
North York, Ontario M2N 6L7
Canada
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
June 26, 1997
General Information
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Paradigm Advanced Technologies, Inc. (the
"Company") to be voted at the Annual Meeting of Shareholders of the Company (the
"Meeting") to be held on Thursday, June 26, 1997 at 3:00 P.M. (eastern standard
time) at the Novotel North York Hotel, 3 Park Home Avenue, North York, Ontario,
M2N 6L3, Canada. All properly executed proxies in the accompanying form received
by the Company prior to the Meeting will be voted at the Meeting. Any proxy may
be revoked at any time before it is exercised by giving notice in writing to the
Secretary of the Company, by granting a proxy bearing a later date or by voting
in person.
The Board of Directors does not intend to present at the Meeting any matters
other than those set forth in this Proxy Statement, nor does the Board of
Directors know of any other matters that may come before the Meeting. However,
if any other matters properly come before the Meeting, it is the intention of
the persons named in the enclosed proxy to vote the proxy in accordance with
their judgment.
Solicitation
The Company will bear all costs in connection with the solicitation of
proxies for the Meeting. The Company intends to request brokerage houses,
custodians, nominees, and others who hold stock in their names to solicit
proxies from the persons who own stock and such brokerage houses, custodians,
nominees and others will at their request, be reimbursed for their out-of-pocket
expenses and reasonable clerical expenses. In addition to the use of the mail,
solicitation may be made by employees of the Company personally, or by mail, or
telephone to the extent necessary in order to assure sufficient representation.
No outside proxy solicitation firm is expected to be employed by the Company in
respect of the Meeting as of the date of this Proxy Statement.
Voting Rights and Outstanding Shares
As of May 19, 1997, the record date for determination of shareholders
entitled to notice of, and to vote at, the Meeting. As of the close of business
on May 19, 1997, there were 15,580,445 shares of the Common Stock of the Company
(the "Common Stock") outstanding, which is the only outstanding class of voting
securities outstanding as of the record date. Each outstanding share is entitled
to one vote on all matters that may come before the Meeting. The company expects
to mail this Proxy Statement together with a proxy, the Notice of Annual
Meeting, and the Company's Annual Report to its shareholders on or about June 4,
1997.
Revocability of Proxies
Any shareholder giving a proxy may revoke it any time prior to its use at
the Meeting by giving written notice of revocation to the Secretary of the
Company; mere attendance at the Meeting without such notice will not revoke the
proxy. Properly executed proxies will be voted in the manner directed by a
shareholder and, if no direction is made, will be voted in favor of the election
of the management nominees for election as directors and in favor of Proposal 2.
An abstention from voting on a matter by a shareholder present in person or
represented by proxy at the Meeting and broker non-vote will not be counted as a
vote "for" or "against" the matter in question but will be counted for purposes
of determining the presence or absence of a quorum.
The Company's Bylaws provide that shareholders holding a majority of the
shares of stock issued and outstanding and entitled to vote thereon shall
constitute a quorum at meetings of shareholders. The affirmative vote of a
majority of the votes of stock voting together as a single class present in
person or represented by proxy at the Meeting is necessary for the election of
directors and approval of Proposal 2.
Only shareholders of record at the close of business on May 19, 1997 will be
entitled to vote at the Meeting or any adjournment or adjournments therof.
IT IS DESIRABLE THAT AS LARGE A PROPORTION AS POSSIBLE OF THE SHAREHOLDERS
INTEREST BE REPRESENTED AT THE MEETING. THEREFORE, EVEN IF YOU INTEND TO BE
PRESENT AT THE MEETING YOU ARE REQUESTED TO SIGN AND RETURN THE ENCLOSED PROXY
TO ENSURE THAT YOUR STOCK WILL BE REPRESENTED. IF YOU ARE PRESENT AT THE MEETING
AND DESIRE TO DO SO, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON BY GIVING
WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY. PEASE RETURN YOUR EXECUTED PROXY
PROMPTLY.
Principal Shareholders
The following table sets forth certain information regarding beneficial
ownership of thr Company's Common Stock as of May 19, 1997 by (i) each person
(or group or affiliated persons) who is known by the Company to own beneficially
more than five percent (5%) of the outstanding shares of its Commmon Stock, (ii)
each director of the Company and director nominees and (iii) all executive
officers and directors of the Company as a group:
Beneficial Warrants Percent
Ownership Current or of Class
Name and of Common Percent Options if Fully
Address Stock of Class Granted Exercised
Jack Y. L. 1,458,334 10.3% 1,958,334 13.8%
Lee, Chief
Executive
Officer
28 Old Park Lane
Richmond Hill,
Ont. L4B 2L4
David Kerzner, 2,337,500 16.6% 3,187,500 22.3%
President
120 Arnold Ave.,
Thornhill,
Ont. L4S 1B7
Richard Brogan 104,000 0.7% --- 0.4%
Vice President for
Marketing and Sales
3242 S. Birchett Dr.
Tempe, Az. 85282
Jacob Kerzner, --- --- 562,500 2.3%
Director
148 Faywood Blvd.
Downsview,
Ont. M3H 2W7
Sarah Casse 1,475,000 10.4% 1,875,000 13.5%
63 Otter Crescent
North York, Ont.
M5N 2W7
George Sukornyk 1,250,000 8.9% --- 5.1%
49 St. Clair Ave.
Toronto, Ont.
M4V 1K6
Mendel Raksin 1,666,680 11.8% 1,666,680 13.5%
338 Crown Street
New York, N.Y.
11225
All directors, 8,291,514 58.7% 9,250,014 70.9%
executive
officers, and
5% owners, as
a group:
ELECTION OF DIRECTORS
(Proposal 1)
Pursuant to the Bylaws of the Company, the number of directors constituting
the full Board of Directors has been fixed by the Board at three. At the Annual
Meeting, action will be taken to elect a Board consisting of the three incumbent
directors, Jack Y. L. Lee, David Kerzner and Jacob Kerzner. All directors serve
until the next Annual Meeting of Shareholders and until their respective
successors shall be duly elected and shall qualify.
Each of the incumbent directors have consented to be named a nominee in this
Proxy Statement and to serve as a director if elected. It is the intention of
the persons named in the accompanying form of proxy, unless shareholders
otherwise specify by their proxies, to vote for the election of the nominees
named below. The Board of Directors has no reason to believe that any of the
persons named will be unable or unwilling to serve as a director. Should any of
the nominees be unable or unwilling to serve it is intended that the proxies
will be voted for the ecletion of a substitute nominee or nominees selected by
the Board of Directors. There are no arrangements or understandings between any
director or executive officer and any other person pursuant to which he is or
was selected as a director or officer of the Company.
Set forth below is the name, age, principal occupation during the past five
years and other information concerning each director and nominee.
Name Age Position, Term in Office
Jack Y. L. Lee 47 Chief Executive Officer, Secretary- Treasurer,
and Director
all positions January 12, 1996, to present)
David Kerzner 36 President and Director
(both positions January 12, 1996, to present)
Jacob Kerzner 38 Director
(January 12, 1996, to present)
- -----------------------------------------------------------------
Jack Y. L. Lee: Mr. Lee has served as the Chief Executive Officer,
Treasurer-Secretary and a Director of the Company since its founding. Between
1987 and January 12, 1996, Mr. Lee served as President and as a syndicator for
Syndicate Management Inc., which specialized in the syndication of real estate
and other investments. In 1974, Mr. Lee qualified as a Chartered Accountant
while employed at Clarkson, Gordon, & Co., a major independent accounting firm
which has subsequently merged into the Accounting firm of Ernst & Young LLP.
David Kerzner: Mr. Kerzner has served as the President and a Director of
the Company since its founding. From 1990 to 1994, Mr. Kerzner was employed by
ISTI Corporation/Intertec Security, most recently as President of ISTI
Corporation and as the Marketing Manager of, and as a consultant to, Intertec
Security. From 1987 to 1992, Mr. Kerzner was the owner and operator of
Interactive Security Systems Inc., a full service electronic security company.
Jacob Kerzner: Mr. Kerzner has served as a Director of the Company since
its founding. Mr. Kerzner currently serves as the President and Chief Executive
Officer of Nightingale Healthcare Inc., a privately-owned hospital and nursing
home staffing company founded by Mr. Kerzner in 1986. Mr. Kerzner is the brother
of David Kerzner.
ATTENDANCE AT MEETINGS
From January 12, 1996 through December 31, 1996 there were 8 meetings of the
Board of Directors. Each Director of the Company attended all of the meetings
held.
COMPLIANCE WITH SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and directors and persons who own more than ten
(10%) percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors, and greater than ten (10%) percent
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) reports they file.
Based solely on review of the copies of such reports furnished to the
Company during or with respect to fiscal 1996, or written representations that
no Forms 5 were required, the Company believes that during the fiscal year ended
December 31, 1996, all Section 16(a) filing requirements applicable to its
officers, directors were complied with, except that initial statements on
beneficial ownership were filed late by each of the directors and officers of
the Company and Mendel Raksin, the only person known to the Company to be a
beneficial owner of more than ten (10%) percent of the Company's securities, has
not filed any statements required by Section 16(a).
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation earned by the Company's
Chief Executive Officer and each other executive officer of the Company whose
total annual salary and bonus exceeded $100,000 during the fiscal year ended
December 31, 1996:
Common
Stock All
Name and Annual compensation underlying other com-
principal position Year Salary Bonus options pensation
Jack Y.L. Lee
Chief Executive
Officer and 1996 $66,600 0 1,875,000 0
Secretary-Treasurer
of the Company
David Kerzner
President 1996 $75,000 0 3,187,500 0
- -------------------
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information with regard to individual grants of
stock options to each of the executive officers of the Company named in the
Summary Compensation Table above during the fiscal year ended December 31, 1996.
Number of Percent of Exercise
Securities Total or Base
Underlying Options/SARs Price Expiration
Name Options/SARs Granted ($/Sh.) Date
Granted to Employees in
Fiscal
Year
Jack Y. L. 1,875,000 37.0% $0.05 1/12/01
Lee
David 3,187,500 63.0% $0.05 1/12/01
Kerzner
- ------------------
EMPLOYMENT CONTRACTS
In February 1996, the Company entered into ten-year consulting agreements,
which may be extended for additional five-year terms by the mutual consent of
the parties, with Jack Y. L. Lee, the Chief Executive Officer of the Company,
and David Kerzner, President of the Company. Mr. Lee's and Mr. Kerzner's
consulting agreements provide for annual salaries of $100,000 and $75,000,
respectively for the first ten-year term and for compensation to be negotiated
if the consulting agreement is extended for additional terms. The consulting
agreements may be terminated early by the Company in the event of the
resignation, death or disability or other incapacity of Mr. Lee or Mr. Kerzner,
as the case may be. The consulting agreements also contain provisions regarding
confidentiality of information, ownership of inventions and patents,
non-competition and non-solicitation. Both Mr. Lee and Mr. Kerzner are eligible
to receive a bonus upon the approval of the Company's board of directors.
DIRECTOR'S COMPENSATION
The Company's policy is not to pay compensation to directors who are also
employees of the Company for their service as directors. Additionally,
non-employee directors do not presently receive compensation for their service
as directors. The Company will, however, reimburse directors a fixed amount for
out-of-pocket expenses incurred for attendance at meetings.
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
(Proposal 2)
The Board of Directors of the Company has selected the firm of Howard
Bromberg & Associate of Downsview, Ontario (Chartered Accountants) as the
principal independent auditors of the Company for the year ending December 31,
1997, subject to ratification by the shareholders.
Bromberg & Associate served as the Company's independent auditors since
inception. If the appointment of the firm Bromberg & Associate is not approved,
or if that firm shall decline to act, or their engagement as the Company's
independent auditors is otherwise discontinued, the Board of Directors will
appoint other independent auditors. Representatives of Bromberg & Associate are
not expected to be present at the Meeting.
The Board recommends that shareholders vote in favour of the ratification
of the appointment of Bromberg & Associate.
OTHER MATTERS
The Company's 1996 Annual Report is being mailed to shareholders
contemporaneously with this Proxy Statement. The Company knows of no other
matters to be brought before the Meeting. If other matter should properly come
before the Meeting, proxies will be voted on such matters in accordance with the
best judgment of the persons appointed by the proxies.
SHAREHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING
Shareholder proposals for the 1998 Annual Meeting must be received by the
Company at its principal executive offices set forth above not later than
December 31, 1997 in order to be included in the Company's proxy materials.
By order of the Board of Directors
Jack Y.L. Lee
Chief Executive Officer, Secretary & Treasurer
May 15, 1997
Paradigm Advanced Technologies, Inc.
Revocable Proxy Solicited on Behalf of the Board of Directors
THE UNDERSIGNED STOCKHOLDER of Paradigm Advanced Technologies, Inc. (the
"Corporation") hereby appoints the Board of Directors of the Corporation the
lawful attorneys and proxies of the undersigned with full power of substitution
to vote, as designated on the proxy card, all shares of Common Stock of the
Corporation which the undersigned is entitled to vote at the Annual Meeting of
Stockholders and at any and all adjournments and postponements thereof with
respect to the matters described in the Notice of Annual Meeting and Proxy
Statement, receipt of which is hereby acknowledged.
This Proxy, when properly completed and returned, will be voted in the
manner directed herein by the undersigned stockholder. IF NO DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED "FOR" THE NOMINEES LISTED ON THE PROXY CARD AND, IN THE
DISCRETION OF THE PROXY HOLDER, ON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING AND AT ANY ADJOURNMENTS AND POSTPONEMENTS THEREOF.
(continued and to be dated and signed on the reverse side)
(continued from reverse side)
(1) ELECTION OF DIRECTORS
[ ] FOR the election of all nominees listed below
[ ] WITHHOLD authority to vote for all nominees
listed below
[ ] EXCEPTIONS (To withhold authority for any
individual nominee listed below, mark the "Exceptions"
box and strike a line through that nominee's name.)
Nominees: Jack Y.L. Lee
David Kerzner
Jacob Kerzner
(2) Appointment of Auditors
[ ] FOR the appointment of Bromberg and Associate
as independent auditors of the Company
[ ] AGAINST the appointment of Bromberg and Associate
as independent auditors of the Company
(3) IN THEIR DISCRETION, the proxies are authorized to vote
upon such other business as may properly come before the meeting
and at any adjournments and postponements thereof.
Please date and sign exactly as your name
appears to the left. When signing as a
fiduciary, representative or corporate
officer, give full title as such. If you
receive more than one proxy card, please
sign and return all cards received.
Dated:
Signature
Signature if held jointly
PLEASE PROMPTLY SIGN, DATE, AND RETURN THE PROXY CARD IN THE
ENCLOSED ENVELOPE.