FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities and Exchange Act of 1934
For the month of October, 2002
API ELECTRONICS GROUP INC. (Formerly: Investorlinks.com Inc.)
- --------------------------------------------------------------------------------
(Translation of registrant's name into English)
505 University Ave., Suite 1400, Toronto, Ontario M5G 1X3
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover form 20-F or Form 40-F:
Form 20-F X Form 40-F ____
---
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2b under the Securities Exchange Act of 1934:
Yes: ____ No: X
-----
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_______________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
API ELECTRONICS GROUP INC.
(Formerly Investorlinks.com Inc.)
Date: October 10, 2002 By: /s/ Jason DeZwirek
---------------- --------------------
Jason DeZwirek, Chairman of the Board,
Executive V.P., Secretary and Director
FORM 27
Securities Act (Ontario)
MATERIAL CHANGE REPORT UNDER SECTION 75(2) OF THE ACT
1. Reporting Issuer:
API Electronics Group Inc.
505 University Avenue
Suite 1400
Toronto, Ontario
M5G 1X3
2. Date of Material Change:
October 7, 2002
3. Publication of Material Change:
Press Release issued on October 7, 2002
4. Summary of Material Change:
API Electronics Group Inc. Q1 FY03 results.
5. Full Description of Material Change:
As set out in Schedule "A" (attached).
6. Senior Officer:
Jason DeZwirek
Chairman
Telephone: 416-593-3000
I, Jason DeZwirek, Chairman, certify that the foregoing accurately
discloses the material change referred to herein.
Signed at Toronto, Ontario this 8th day of October, 2002.
"Jason DeZwirek"
-----------------------------------
Jason DeZwirek, Chairman
API Electronics Group Inc.
IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE
FILED OR FURNISHED UNDER THE ACT OR THIS REGULATION THAT, AT THE TIME AND IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.
- API ELECTRONICS REPORTS RECORD Q1 FY03 RESULTS
-
- Sales increase 76%, orders booked up 255%
NEW YORK - October 7, 2002 - API Electronics Group Inc. (OTCBB: APIEF), a
manufacturer of electronic components vital to the reliable performance of
high-value military assets, today announced financial results for its fiscal
first quarter, ending August 31, 2002. API's first quarter numbers include sales
and bookings for the period June 1, 2002 to August 31, 2002 and, for the first
time since the Filtran acquisition closed, reflect the combined revenues of API
and Filtran Group.
Sales for the three month period were US $1,632,675, a 76% increase over the
comparable period in fiscal year 2002.
Orders booked were US $2,142,272 up from US $602,958 in Q1 of fiscal year 2002,
representing an increase of 255%.
API's backlog, which values unfilled orders placed with the company for the
current fiscal year, is US $3,340,873 as of August 31/st/.
"Company executives are working hard to integrate Filtran Group into the API
business," said Tom Mills, President and COO of API Electronics. "We were able
to initiate substantial cost savings and integration procedures with respect to
the Filtran acquisition. As well, some excellent synergies and cross-selling
opportunities have been identified. The sales teams at API and Filtran have been
educating existing and potential customers about the two product lines and there
have been orders booked as a result of these efforts. This is important for
continued corporate growth and we believe that API, its customers and
shareholders will recognize significant benefits from these synergies."
During the first quarter, API announced that Filtran Group was awarded a US
$2,000,000, six year contract by General Dynamics United Kingdom Ltd. for the
supply of DC-to-DC converters. The company also announced that, in the first
quarter, it completed a US $1,175,000 private placement, with proceeds going
towards general working capital and to fund API's ongoing acquisition
activities.
"We are extremely pleased with our Q1 results," said Mills. "The company has
achieved its objectives, exceeded its financial targets and we are looking
forward to a strong second quarter and successful 2003 fiscal year. We will more
aggressively pursue further acquisition opportunities as the Filtran integration
matures and remain optimistic about our prospects for continued growth."
ABOUT API ELECTRONICS:
API Electronics Group Inc. and its wholly owned subsidiaries are leading
designers and manufacturers of superior quality electronic components and
microcircuits with precisely defined functional capabilities. API and its
subsidiaries have been providing top of the line parts to numerous global
producers of military hardware, telecommunications equipment, computer
peripherals, process control equipment and instrumentation for a combined total
of over 50 years. With a growing list of blue chip customers, including
Honeywell/Allied Signal, General Dynamics, Lockheed Martin, Litton Systems,
Harris Corporation and numerous other top technology-based firms around the
world, API regularly ships off-the-shelf and custom designed
products to clients in more than 34 countries. API owns state-of-the-art
manufacturing and technology centers in New York state and Ontario, Canada
totaling 48,500 square feet. The company also has manufacturing capabilities in
China and a distribution center in Britain. API subsidiary, Filtran, is an ISO
9001 Registered Company. API Electronics trades on the OTC Bulletin Board under
the symbol APIEF. For further information about Filtran Group and API
Electronics, please visit the company websites at www.filtran.com and
www.apielectronics.com.
FOR FURTHER INFORMATION:
Primoris Group
Tel: 1-877-274-0274
api@primorisgroup.com
This press release may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. All forward-looking
statements are subject to certain risks, uncertainties and assumptions. These
risks and uncertainties, which are more fully described in API's Annual and
Quarterly Reports filed with the Securities and Exchange Commission, include
changes in market conditions in the industries in which the Company operates.
Should one or more of these risks or uncertainties materialize, or should the
assumptions prove incorrect, actual results may vary in material aspects from
those currently anticipated.
-30-
API ELECTRONICS GROUP INC.
505 University Avenue
Suite 1400
Toronto, Ontario
M5G 1X3
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT an annual meeting (the "Meeting") of
shareholders of API ELECTRONICS GROUP INC. (the "Corporation") will be held at
the offices of WeirFoulds LLP, Suite 1600, The Exchange Tower, 130 King Street
West, Toronto, Ontario on Thursday, November 7, 2002 at the hour of 11:00
o'clock in the forenoon (Toronto time), for the following purposes:
1. to receive and consider the audited consolidated financial statements
of the Corporation for the financial period ended May 31, 2002 and
2001, together with the auditors' report thereon;
2. to elect three directors of the Corporation;
3. to reappoint BDO Dunwoody LLP, Chartered Accountants, as the auditors
of the Corporation to hold office until the close of the next annual
meeting of shareholders of the Corporation, and to authorize the
directors of the Corporation to fix the auditors' remuneration; and
4. to transact such other business as properly may be brought before the
Meeting or any adjournment or adjournments thereof.
The specific details of the matters to be put before the Meeting as
identified above are set forth in a management information circular (the
"Circular") of the Corporation accompanying and forming part of this Notice.
This Notice, accompanying Circular, proxy and the audited consolidated
financial statements for the financial periods ended May 31, 2002 and 2001 have
been sent to each director of the Corporation, each shareholder of the
Corporation entitled to notice of the Meeting and the auditors of the
Corporation.
Shareholders who are unable to attend the Meeting in person are
requested to sign and return the enclosed form of proxy to the Corporation c/o
Equity Transfer Services Inc., Richmond Adelaide Centre, Suite 420, 120 Adelaide
Street West, Toronto, Ontario M5H 4C3.
DATED at Toronto, Ontario as of October 2, 2002.
BY ORDER OF THE BOARD
"Jason DeZwirek"
----------------------------------
JASON DEZWIREK
Chairman
NOTE: The directors have fixed the hour of 4:00 p.m. (Toronto time) on
November 6, 2002 before which time the instrument of proxy to be used
at the Meeting must be deposited with the Corporation c/o Equity
Transfer Services Inc., Richmond Adelaide Centre, Suite 420, 120
Adelaide Street West, Toronto, Ontario M5H 4C3, provided that a proxy
may be delivered to the Chairman of the Meeting on the day of the
Meeting or any adjournment thereof prior to the time for voting.
API ELECTRONICS GROUP INC.
(the "Corporation")
505 University Avenue
Suite 1400
Toronto, Ontario M5G 1X3
FORM OF PROXY SOLICITED BY MANAGEMENT OF THE CORPORATION FOR
USE AT AN ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 7, 2002.
The undersigned shareholder(s) of the Corporation hereby
appoint(s) in respect of all of his or her shares of the
Corporation Phillip DeZwirek, a director of the Corporation,
or failing him, Jason DeZwirek, a director of the Corporation,
or in lieu of the foregoing _______________________ as nominee
of the undersigned, with power of substitution, to attend, act
and vote for the undersigned at an annual meeting (the
"Meeting") of shareholders of the Corporation to be held on
November 7, 2002, and any adjournment or adjournments thereof,
and direct(s) the nominee to vote the shares of the
undersigned in the manner indicated below:
1. TO VOTE FOR [_] WITHHOLD FROM VOTING [_] in the election of
directors.
2. TO VOTE FOR [_] WITHHOLD FROM VOTING [_] on reappointing BDO
Dunwoody LLP, Chartered Accountants, as auditors of the
Corporation to hold office until the close of the next annual
meeting of shareholders of the Corporation and to authorize
the directors of the Corporation to fix the auditors'
remuneration.
If any amendments or variations to matters identified in the
Notice of the Meeting are proposed at the Meeting or if any
other matters properly come before the Meeting, this proxy
confers discretionary authority to vote on such amendments or
variations or such other matters according to the best
judgment of the person voting the proxy at the Meeting.
DATED the ______________ day of __________________, 2002.
_____________________________________
Signature of Shareholder(s)
_____________________________________
Print Name
(see notes on back of this page)
NOTES:
(1) This form of proxy must be dated and signed by
the appointor or his attorney authorized in writing
or, if the appointer is a body corporate, this form
of proxy must be executed by an officer or attorney
thereof duly authorized. If the proxy is not dated,
it will be deemed to bear the date on which it was
mailed.
(2) The shares represented by this proxy will be
voted or withheld from voting in accordance with
the instructions of the shareholder on any ballot
that may be called for.
(3) A SHAREHOLDER HAS THE RIGHT TO APPOINT A
PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND
AND ACT FOR HIM OR HER ON HIS OR HER BEHALF AT THE
MEETING OTHER THAN THE PERSONS DESIGNATED IN THE
ENCLOSED FORM OF PROXY. SUCH RIGHT MAY BE EXERCISED
BY STRIKING OUT THE NAMES OF THE PERSONS DESIGNATED
IN THIS FORM OF PROXY AND BY INSERTING IN THE BLANK
SPACE PROVIDED FOR THAT PURPOSE THE NAME OF THE
DESIRED PERSON OR BY COMPLETING ANOTHER FORM OF
PROXY AND, IN EITHER CASE, DELIVERING THE COMPLETED
AND EXECUTED PROXY TO THE CORPORATION C/O EQUITY
TRANSFER SERVICES INC., RICHMOND ADELAIDE CENTRE,
SUITE 420, 120 ADELAIDE STREET WEST, TORONTO,
ONTARIO, M5H 4C3, AT ANY TIME PRIOR TO 4:00 P.M.
(TORONTO TIME) ON NOVEMBER 6, 2002.
(4) IN THE ABSENCE OF INSTRUCTIONS TO THE
CONTRARY, THE PERSONS NAMED IN THIS FORM OF PROXY
WILL VOTE FOR EACH OF THE MATTERS IDENTIFIED IN
THIS PROXY.
(5) This proxy ceases to be valid one year from
its date.
(6) If your address as shown is incorrect, please
give your correct address when returning this
proxy.
API ELECTRONICS GROUP INC.
(the "Corporation")
MANAGEMENT INFORMATION CIRCULAR
SOLICITATION OF PROXIES
This management information circular (the "Circular") is furnished in connection
with the solicitation of proxies by the management of the Corporation for use at
an annual meeting (the "Meeting") of shareholders (a "Shareholder") of the
Corporation to be held at the time and place and for the purposes set forth in
the attached notice (the "Notice") of the Meeting. It is expected that the
solicitation will be by mail primarily, but proxies may also be solicited
personally by management of the Corporation. The cost of such solicitation will
be borne by the Corporation.
Unless otherwise specified, information contained in this Circular is given as
of Wednesday, October 2, 2002 (the "Record Date") and, unless otherwise
specified, all amounts shown represent Canadian dollars.
Appointment, Revocation and Deposit of Proxies
The persons named in the enclosed form of proxy are directors and officers of
the Corporation.
A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER)
TO ATTEND AND ACT FOR HIM OR HER AND ON HIS OR HER BEHALF AT THE MEETING OTHER
THAN THE PERSONS DESIGNATED IN THE ENCLOSED FORM OF PROXY. SUCH RIGHT MAY BE
EXERCISED BY STRIKING OUT THE NAMES OF THE PERSONS DESIGNATED IN THE FORM OF
PROXY AND BY INSERTING IN THE BLANK SPACE PROVIDED FOR THAT PURPOSE THE NAME OF
THE DESIRED PERSON OR BY COMPLETING ANOTHER PROPER FORM OF PROXY AND, IN EITHER
CASE, DELIVERING THE COMPLETED AND EXECUTED PROXY TO THE CORPORATION C/O EQUITY
TRANSFER SERVICES INC., RICHMOND ADELAIDE CENTRE, SUITE 420, 120 ADELAIDE STREET
WEST, TORONTO, ONTARIO M5H 4C3, AT ANY TIME PRIOR TO 4:00 P.M. (TORONTO TIME) ON
NOVEMBER 6, 2002.
A Shareholder forwarding the enclosed form of proxy may indicate the manner in
which the appointee is to vote with respect to any specific item by checking the
appropriate space. If the Shareholder giving the proxy wishes to confer a
discretionary authority with respect to any item of business, then the space
opposite the item is to be left blank. The shares represented by the proxy
submitted by a Shareholder will be voted in accordance with the directions given
in the proxy.
A Shareholder who has given a proxy may revoke it at any time in so far as it
has not been exercised. A proxy may be revoked, as to any matter on which a vote
shall not already have been cast pursuant to the authority conferred by such
proxy, by instrument in writing executed by the Shareholder or by his or her
attorney authorized in writing or, if the Shareholder is a body
corporate, by an officer or attorney thereof duly authorized, and deposited at
the registered office of the Corporation at any time prior to 4:00 p.m.,
November 6, 2002, being the last business day preceding the day of the Meeting,
or any adjournment thereof, or with the Chairman of the Meeting on the day of
the Meeting or any adjournment thereof, and upon either of such deposits the
proxy is revoked. A proxy may also be revoked in any other manner permitted by
law. The Corporation's registered office is located at Suite 1400, 505
University, Toronto, Ontario M5G 1X3.
Manner of Voting and Exercise of Discretion by Proxies
The persons named in the enclosed form of proxy will vote or withhold from
voting common shares ("Common Shares") in the capital of the Corporation in
respect of which they are appointed in accordance with the direction of the
Shareholders appointing them. In the absence of such direction, such Common
Shares will be voted FOR each of the matters identified in the Notice and
described in this Circular.
The enclosed form of proxy confers discretionary authority upon the persons
named therein with respect to amendments or variations to matters identified in
the Notice, and with respect to other matters which may properly come before the
Meeting. At the time of the printing of this Circular, management of the
Corporation knows of no such amendments, variations or other matters to come
before the Meeting other than the matters referred to in the Notice.
Voting Securities and Principle Holders Thereof
The authorized share capital of the Corporation consists of an unlimited number
of Common Shares and an unlimited number of special shares. As of the date of
this Circular, an aggregate of 15,403,814 Common Shares and no special shares of
the Corporation are issued and outstanding. Each Common Share entitles the
holder thereof to one vote at all meetings of Shareholders of the Corporation.
All Shareholders of record at the close of business on the Record Date will be
entitled either to attend and vote at the Meeting in person Common Shares held
by them or, provided a completed and executed proxy shall have been delivered to
the Corporation as described above, to attend and vote thereat by proxy the
shares held by them. However, if a holder of Common Shares has transferred any
Common Shares after the Record Date and the transferee of such shares
establishes ownership thereof and makes a written demand, not later than ten
days before the Meeting, to be included in the list of Shareholders entitled to
vote at the Meeting, the transferee will be entitled to vote such Common Shares.
As of the date of this Circular, the only person or company who, to the
knowledge of the directors and senior officers of the Corporation, beneficially
owns, directly or indirectly, or exercises control or direction over more than
10% of the issued and outstanding Common Shares is as follows:
Number of Percentage of
Name Common Shares Outstanding Common
Shares
Can-Med Technology Inc. /(1)/ 2,818,878 18.30%
- --------------------
Notes:
(1) Of all the issued and outstanding shares of Can-Med Technology Inc., 50.1%
are owned by Icarus Investment Corp. Icarus Investment Corp. is in turn owned
50% by Phillip DeZwirek and 50% by Jason DeZwirek, both directors of the
Corporation.
PARTICULARS OF MATTER TO BE ACTED UPON
ELECTION OF DIRECTORS
The number of directors on the board of directors of the Corporation must
consist of not more than ten directors and not less than three directors to be
elected annually. The board of directors of the Corporation is currently
comprised of three directors and the number of directors to be elected at the
Meeting is three. Unless otherwise specified, the persons named in the enclosed
form of proxy will vote FOR the election of the nominees whose names are set
forth below. Management of the Corporation does not contemplate that any of the
nominees will be unable to serve as a director, but if that should occur for any
reason prior to the Meeting, the persons named in the enclosed form of proxy
reserve the right to vote for another nominee in their discretion. Each director
elected will hold office until the close of the first annual meeting of
Shareholders of the Corporation following his or her election unless his or her
office is earlier vacated in accordance with the by-laws of the Corporation.
The following table and the notes thereto set out the name and municipality of
residence of each person proposed to be nominated for election as a director,
his or her current position and office with the Corporation, his or her present
principal occupation or employment, the date on which he or she was first
elected or appointed a director of the Corporation, and the approximate number
of Common Shares beneficially owned, directly or indirectly, or over which he or
she exercises control or direction as at the date of this Circular:
Name, Municipality Number of
of Residence and Principal Occupations During Director Corporation
Position(s) held with the Past Five Years Since Shares
the Corporation Controlled
Thomas W. Mills President and Chief Operating Officer of API August, 2001 328,250
Long Island, N.Y. Electronics Inc. since 1981.
USA
President and Director
Phillip DeZwirek Chairman and Chief Executive Officer of API August, 2001 2,983,853/(1)/
Toronto, Ontario Electronics Inc. since 1978; Chairman, Chief
Canada Executive Officer and Director of CECO Environmental
Vice-Chairman, Corp. since August 1979; Director of Kirk & Blum and
Treasurer and Director kbd/Technic since 1999; President of Can-Med
Technology, Inc. d/b/a Green Diamond Corp. since 1990.
Jason DeZwirek Vice President and Director of CECO Environmental August, 2001 2,818,878/(2)/
Toronto, Ontario Corp. since February, 1994 and Secretary of CECO
Canada since February 20, 1998. Since October 1999 has been
Chairman, Chief as Founder and President of kaboose.com Inc., a
Executive Officer, company engaged in the development of interactive
Secretary and Director educational content.
- ---------------------
Notes:
(1) Can-Med Technology Inc. owns a total of 2,818,878 Common Shares. Of all
the issued and outstanding shares of Can-Med Technology Inc., 50.1% are
owned by Icarus Investment Corp. Icarus Investment Corp. is in turn owned
50% by Phillip DeZwirek. Additionally, Phillip DeZwirek controls
Technapower Industries Corporation, which itself holds 164,975 Common
Shares.
(2) Can-Med Technology Inc. owns a total of 2,818,878 Common Shares. Of all
the issued and outstanding shares of Can-Med Technology Inc., 50.1% are
owned by Icarus Investment Corp. Icarus Investment Corp. is in turn owned
50% by Jason DeZwirek.
APPOINTMENT OF AUDITORS
BDO Dunwoody LLP, Chartered Accountants, are the current auditors of the
Corporation and were first appointed auditors of the Corporation on June 5,
1997. Shareholders of the Corporation will be asked at the Meeting to reappoint
BDO Dunwoody LLP as the Corporation's auditors to hold office until the close of
the next annual meeting of Shareholders of the Corporation, and to authorize the
directors of the Corporation to fix the auditors' remuneration. Unless otherwise
specified, the persons named in the enclosed form of proxy will vote FOR the
said reappointment of BDO Dunwoody LLP as the auditors of the Corporation and
FOR authorizing the directors to fix the remuneration of the auditors.
STATEMENT OF EXECUTIVE COMPENSATION
Ontario securities law requires that a "Statement of Executive
Compensation" in accordance with the Securities Act (Ontario) (the "Securities
Act") be included in this Circular. The Corporation is required to disclose
information about the compensation paid to, or earned by the Corporation's
President or Chief Executive Officer and each of the other four most highly
compensated executive officers of the Corporation earning more than $100,000 in
total salary and bonus for the three most recent fiscal years. The following
addresses the applicable items identified.
Summary of Compensation
The following table is a summary of compensation paid to the Named Executive
Officers for each of the Company's three most-recently completed fiscal years:
===============================================================================================================
Annual Compensation Long Term Compensation
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Fiscal
Name and Position of Year- Other Annual Securities Under All Other
Principal ending Salary Bonus Compensation Options/ Granted Compensation
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Jason DeZwirek/(1)/ 2002 $42,000 Nil Nil 100,000/(2)/ Nil
Chairman, Chief 2001 N/A N/A N/A N/A N/A
Executive Officer, 2000 N/A N/A N/A N/A N/A
Secretary
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Phillip DeZwirek/(3)/ 2002 Nil Nil Nil 100,000/(2)/ Nil
Vice-Chairman, 2001 N/A N/A N/A N/A N/A
Treasurer 2000 N/A N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Thomas W. Mills/(4)/ 2002 USD$91,000 Nil Nil 100,000/(2)/ USD$6,588/(5)/
President 2001 N/A N/A N/A N/A N/A
2000 N/A N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Jerome Rabinowitz/(6)/ 2002 USD$104,400 USD$5,000 Nil Nil Nil
Vice President - Sales 2001 N/A N/A N/A N/A N/A
2000 N/A N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Romaine Gilliland/(7/) 2002 Nil Nil Nil Nil Nil
2001 $104,246 Nil $18,421/(8)/ 110,000/110,000/(9)/ Nil
2000 N/A N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Elizabeth Kirkwood/(10)/ 2002 Nil Nil Nil Nil Nil
2001 Nil Nil Nil Nil Nil
2000 $85,000 Nil $180,000/(11)/ 10,000/(12)/ Nil
===============================================================================================================
/(1)/ Jason DeZwirek was elected a Director and appointed Secretary on August
31, 2001. He continued as Secretary and additionally assumed the
positions of Chairman and Chief Executive Officer on June 11, 2002.
/(2)/ Of the 100,000 options granted to each director of the Corporation;
50,000 are exercisable at USD$0.45 and 50,000 are exercisable at
USD$0.75, all expiring August 31, 2006 and all convertible on a
one-for-one basis upon exercise.
/(3)/ Phillip DeZwirek was elected a Director and appointed Treasurer and
Chairman on August 31, 2001. He continued as a Director and currently
holds the positions of Vice-Chairman and Treasurer as of June 11, 2002.
/(4)/ Thomas Mills was elected a Director and appointed President on August 31,
2001.
/(5)/ Thomas Mills received the use of a company car, resulting in expenses of
USD$6,588 to the Corporation. (6) Jerome Rabinowitz was appointed Vice
President - Sales on August 31, 2001. (7) Romaine Gilliland was appointed
President and Chief Executive Officer on June 6, 2000 and resigned on
6, 2001. Romaine Gilliland currently has no affiliation with the
April Corporation.
/(8)/ During the year ended April 30, 2001 the Corporation's subsidiary paid
$8,795 in accounting fees, $8,370 in automobile benefits and $1,256 in
professional duties.
/(9)/ On June 26, 2000 the Corporation granted 110,000 options exercisable at
US$2.55. These options expired unexercised on July 10, 2001.
/(10)/ Elizabeth Kirkwood resigned as President and Chief Executive Officer on
June 6, 2000 and resigned as a Director on August 31, 2001. Elizabeth
Kirkwood currently has no affiliation with the Corporation
/(11)/ These amounts represent management fees paid and accrued by the then 64%
owned subsidiary of the Corporation, First Strike Diamond Inc. (formerly,
Vertex Ventures Inc.).
/(12)/ On August 13, 1999, the Corporation granted to Elizabeth Kirkwood stock
options to acquire up to 50,000 common shares, exercisable at $0.30
expiring on August 3, 2002. Of these options, she exercised 20,000 on
February 22, 2000 leaving her with 30,000 options. As at August 31, 2001,
on consolidation, her remaining 30,000 options became 10,000 options
exercisable at $0.90. Ms. Kirkwood exercised these 10,000 options at
$0.90 on November 20, 2001.
Long-Term Incentive Plan Awards
The Corporation did not have a long-term incentive plan (the definition of
"long-term incentive plan" contained in the Securities Act expressly excludes a
stock option plan as referred to below) during the financial year, ended May 31,
2002.
Stock Options/SAR Grants
In 1995 the board of directors of the Corporation authorized a stock option plan
(the "Option Plan") for directors, officers and employees of the Corporation
which reserves an aggregate of 2,000,000 Common Shares for issuance on the
exercise of such options and which such Option Plan has remained unamended since
its inception. The terms of the Option Plan restricts options granted at any
point in time to 10% of the outstanding Common Shares. Also, no optionee can be
granted options of more than 5% of the outstanding Common Shares at one point in
time. The maximum term of any option granted is five years.
During the financial year ended May 31, 2002, the Corporation granted to Phillip
DeZwirek, Jason DeZwirek and Thomas Mills 100,000 options each; 50,000
exercisable at USD$0.45 and 50,000 exercisable at USD$0.75, all expiring August
31, 2006 and convertible one a one-for-one basis upon exercise.
Aggregated Option/SAR Exercises and Financial Year-End Option/SAR Values
The following table discloses the number and value of exercised and unexercised
options held by Jason DeZwirek, Phillip DeZwirek and Thomas Mills during the
last completed financial year:
- --------------------------------------------------------------------------------------------------------------
Name Securities Aggregate Unexercised Value of Unexercised in-the-Money
Acquired on Value Options/SARs at Options/SARs at May 31, 2002/(2)/
Exercise Realized May 31, 2002 Exercisable/
Unexercisable
- --------------------------------------------------------------------------------------------------------------
Jason DeZwirek Nil N/A 100,000/(1)//0 USD$112,500/USD$97,500
- --------------------------------------------------------------------------------------------------------------
Phillip DeZwirek Nil N/A 100,000/(1)//0 USD$112,500/USD$97,500
- --------------------------------------------------------------------------------------------------------------
Thomas Mills Nil N/A 100,000/(1)//0 USD$112,500/USD$97,500
- --------------------------------------------------------------------------------------------------------------
/(1)/ Of the 100,000 options held by each director, 50,000 are exercisable at
USD$0.45 and 50,000 are exercisable at USD$0.75, all expiring August 31,
2006 and convertible on a one-for-one basis upon exercise.
/(2)/ The closing price of the Common Shares at year-end, May 31, 2002, was
USD$2.70.
Employment Contracts
There are no employment contracts between or among the Corporation, any of its
subsidiaries or any officers and directors thereof.
Compensation of Directors
No directors of the Corporation were compensated by the Corporation or any of
its subsidiaries during the financial year ended May 31, 2002 for their services
in their capacity as directors.
Administrative Costs
For the fiscal year ended May 31, 2002, aggregate costs of $48,730 were paid by
the Corporation to kaboose.com Inc. ("Kaboose"), a company of which Jason
DeZwirek, a director of the Corporation, is also a director and controlling
shareholder, for the design, development and maintenance of the Corporation's
web-site.
INDEBTEDNESS OF DIRECTORS AND OFFICERS
No director or officer of the Corporation or associate of any director or
officer of the Corporation is, or at any time since the beginning of the
Corporation's financial year ended May 31, 2002, has been, indebted to the
Corporation or any of its subsidiaries.
FINANCIAL STATEMENTS
A copy of the audited consolidated financial statements of the Corporation for
the financial years ended May 31, 2002 and 2001, together with the auditors'
report thereon accompany this Circular. The directors will place before the
Meeting the said financial statements and auditors' report.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
Except for web-site hosting and maintenance fees of $48,730 paid to Kaboose, a
company of which Jason DeZwirek, a director of the Corporation, is also a
director and controlling shareholder, no insider of the Corporation, as defined
in the Securities Act,/(1)/ or associate or affiliate thereof, has any material
interest in any transaction completed since the commencement of the
Corporation's financial year ended May 31, 2002 or in any proposed transaction
which has materially affected or will materially affect the Corporation or any
of its subsidiaries except as disclosed elsewhere in the Circular.
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Note:
(1) The definition of "insider" contained in the Securities Act
includes every director or senior officer of a corporation, every
director or senior officer of a corporation that is itself an
insider or subsidiary of a corporation and any person or
corporation/company who beneficially owns, directly or indirectly,
or who exercises control or direction over, more than 10% of the
outstanding common shares of a corporation.
DIRECTORS' APPROVAL
The contents and the sending of this Circular to the Shareholders of the
Corporation have been approved by the board of directors of the Corporation.
DATED at Toronto, Ontario as of October 2, 2002.
BY ORDER OF THE BOARD
"Jason DeZwirek"
___________________________
JASON DEZWIREK
Chairman
API ELECTRONICS GROUP INC.
505 UNIVERSITY AVENUE, SUITE 1400
TORONTO, ONTARIO, CANADA
M5G 1X3
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October 7, 2002
Those shareholders who wish to be added to the Supplemental Mailing List of API
Electronics Group Inc. (the "Company") in order to receive the Company's
unaudited interim financial statements, please complete the following and
forward it to the offices of EQUITY TRANSFER SERVICES INC. at Suite 420, 120
Adelaide Street West, Toronto, Ontario, Canada M5H 4C3.
* * * * * * *
I HEREBY CERTIFY that I am a shareholder of the Company and, as such, request
that you add me to your Supplemental Mailing List.
(Please P R I N T your name and address)
________________________________________________________________________________
(FIRST NAME) (LAST NAME)
________________________________________________________________________________
(APT. NO.) (STREET NUMBER) (STREET)
________________________________________________________________________________
(CITY) (PROVINCE/ STATE)
________________________________________________________________________________
(POSTAL / ZIP CODE) (COUNTRY)
SIGNED:______________________________
(Signature of Shareholder)