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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-12
Oakridge Energy, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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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
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[ ] Fee previously paid with preliminary materials.
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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,
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OAKRIDGE ENERGY, INC.
4613 Jacksboro Highway
Wichita Falls, Texas 76302
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Oakridge Energy, Inc.:
Notice is hereby given that the Annual Meeting of the
Stockholders of Oakridge Energy, Inc. ("Company") will be held in the Company's
executive offices located at 4613 Jacksboro Highway, Wichita Falls, Texas on
Thursday, September 6, 2001, at 2:30 P.M., Wichita Falls Time, for the following
purposes:
(1) To elect three directors of the Company; and
(2) To transact such other business as may properly come before the
meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on
Monday, July 23, 2001, as the record date for the determination of stockholders
entitled to notice of, and to vote at, the meeting.
You are cordially invited to attend the meeting in person. If
you desire to vote at the meeting in person, you may revoke your proxy at that
time. In the meantime, the prompt return of your proxy, properly dated and
signed, will ensure the attendance of a quorum at the meeting.
Dated: July 25, 2001
By Order of the Board
of Directors
Danny Croker, Assistant
Secretary
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OAKRIDGE ENERGY, INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
September 6, 2001
PROXY SOLICITATION AND REVOCATION
This proxy statement is furnished to the stockholders of
Oakridge Energy, Inc. ("Company") in connection with the solicitation of proxies
by the Board of Directors of the Company for use at the Annual Meeting of
Stockholders ("Meeting") for the purposes set forth in the attached notice of
the Meeting.
All costs of solicitation of proxies will be borne by the
Company. In addition to solicitation by mail, directors, executive officers and
employees of the Company may solicit proxies personally or by telephone.
Arrangements will also be made with brokerage houses, nominees, fiduciaries and
other custodians for the forwarding of solicitation material to the beneficial
owners of common stock held of record by such persons, and the Company will
reimburse them for their reasonable out-of-pocket expenses.
Any stockholder has the power to revoke a proxy before its
exercise by giving written notice of such revocation to the Secretary of the
Company at the address provided below, by submitting a proxy bearing a later
date or by attending the Meeting and voting in person.
The mailing address of the Company's executive offices is 4613
Jacksboro Highway, Wichita Falls, Texas 76302, and the approximate date on which
this Proxy Statement and the accompanying form of proxy will first be sent to
the Company's stockholders is July 25, 2001.
ANNUAL REPORT
The Annual Report to Stockholders covering the fiscal year
ended February 28, 2001, including financial statements, has been previously
mailed to stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS
As of July 23, 2001, there were issued and outstanding
4,455,873 shares of the Company's $.04 par value common stock. The presence, in
person or by proxy, of the holders of a majority of
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the outstanding shares of common stock constitutes a quorum for all matters to
be brought before the Meeting. In deciding all questions, a stockholder shall be
entitled to one vote, in person or by proxy, for each share of common stock held
in his name. Cumulative voting for the election of directors or for any other
matter is not authorized. Because abstentions with respect to any matter are
treated as shares present or represented and entitled to vote for the purposes
of determining whether that matter has been approved by the stockholders,
abstentions have the same effect as negative votes. Broker non-votes and shares
as to which proxy authority has been withheld with respect to any matter are not
deemed to be present or represented for purposes of determining whether
stockholder approval of that matter has been obtained.
July 23, 2001 has been established by the Board of Directors
of the Company as the record date for the determination of stockholders entitled
to notice of, and to vote at, the Meeting.
As used for purposes of this Proxy Statement only, "shares
owned beneficially" means the sole or shared: (i) voting power (the power to
vote, or to direct the voting of, the Company's common stock); or (ii)
investment power (the power to dispose, or to direct the disposition, of the
Company's common stock).
The following table shows the beneficial ownership of the
Company's common stock as of July 23, 2001 by: (i) each person known by the
management of the Company to own more than 5% of the Company's outstanding
common stock; and (ii) the executive officers and directors of the Company as a
group.
NAME AND ADDRESS AMOUNT PERCENT
OF BENEFICIALLY OF
BENEFICIAL OWNER OWNED CLASS
- ---------------- ------------ -------
Sandra Pautsky
4613 Jacksboro Highway
Wichita Falls, Texas 76302 3,072,023(1) 68.94%
Estate of Noel Pautsky, Deceased
4613 Jacksboro Highway
Wichita Falls, Texas 76302 722,791 16.22
Flem Noel Pautsky, Jr. Trust
4613 Jacksboro Highway
Wichita Falls, Texas 76302 908,247 20.38
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NAME AND ADDRESS AMOUNT PERCENT
OF BENEFICIALLY OF
BENEFICIAL OWNER OWNED CLASS
- ---------------- ------------ -------
Noel Pautsky Trust
4613 Jacksboro Highway
Wichita Falls, Texas 76302 700,000 15.71
Robert S. Allen
125 Ashlyn Ridge
McDonough, Georgia 30252 256,700 5.76
Executive officers and
directors as a group
(four persons) 3,072,123(1) 68.95
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(1) See information pertaining to Ms. Pautsky under "Directors and
Executive Officers - Election of Directors".
DIRECTORS AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
Three directors are to be elected at the Meeting. It is
intended that the proxies solicited hereby will be voted for the following
nominees, all of whom are presently directors of the Company:
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BUSINESS SHARES OF COMMON
EXPERIENCE YEAR STOCK BENEFICIALLY
AND CURRENT FIRST OWNED AS OF JUNE 26,
POSITIONS BECAME 2000 (AND
NAME AND AGE WITH COMPANY DIRECTOR PERCENT OF CLASS)
- ---------------- ---------------- -------- ---------------------
Sandra Pautsky - 59 Chairperson of 1986 3,072,023(1)
Board of Directors (68.94%)
since July 9, 1998,
President since
June 25, 1998 and
Secretary-Treasurer
since May 1992;
Executive Vice-
President of the
Company from May
1992 until June 25,
1998
Danny Croker - 52 Vice President and 1992 --
Assistant Secretary -
Treasurer since May
1992 and owner of
Exlco, Inc., oil
and gas operations
Randy Camp - 48 Partner in the firm 1992 100*
of Moore, Camp,
Phillips & Company
(or its predecessor
firms), Certified
Public Accountants,
Wichita Falls, Texas
for more than the
past five years
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* Represents less than 1% of outstanding common stock.
(1) Includes: (i) 722,791 shares owned by the Estate of Noel Pautsky,
Deceased (the "Noel Pautsky Estate"), of which Ms. Pautsky is the
Independent Executrix, (ii) 700,000 shares owned by the Noel Pautsky
Trust, of which Ms. Pautsky is the trustee and one of four
beneficiaries and (iii) 908,247 shares owned by the Flem Noel Pautsky,
Jr. Trust, of which Ms. Pautsky is the Trustee. Ms. Pautsky disclaims
any beneficial ownership of the shares owned by the Noel Pautsky Estate
and
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the Noel Pautsky Trust in excess of 90,698 and 175,000 shares,
respectively. Ms. Pautsky also disclaims any beneficial ownership of
the shares owned by the Flem Noel Pautsky, Jr. Trust.
EXECUTIVE OFFICERS
In addition to the executive officer positions held by Ms.
Pautsky and Mr. Croker (see "Election of Directors," above), Carol Cooper, age
54, serves as the Company's Chief Accounting Officer. Mrs. Cooper is a certified
public accountant who was elected to her position with the Company on July 9,
1998. From December 1997 until her election, Mrs. Cooper was employed in the
accounting department of the Company. From August 1996 through November 1997,
Mrs. Cooper was a contract accountant working for Convest Energy, Inc.
OTHER INFORMATION
Danny Croker is Sandra Pautsky's stepbrother. There are no
other family relationships among any of the directors or executive officers of
the Company. Sandra Pautsky may be considered to be the parent of the Company by
virtue of her beneficial ownership of approximately 69% of the Company's
outstanding common stock and her positions with the Company. See "Voting
Securities and Principal Holders" and "Election of Directors," above.
Each of the directors and executive officers holds office from
the date of his or her election for a period of one year or until his or her
successor has been elected. None of the directors or executive officers is
involved in any legal proceedings in which he or she is a party adverse or has a
material interest adverse to the Company. None of the directors or executive
officers has been involved in any legal proceedings which are material to an
evaluation of his or her ability or integrity. Each of the nominees has
consented to being nominated and serving as a director of the Company if elected
at the Meeting.
BOARD OF DIRECTORS AND COMMITTEES
The Company's Board of Directors held one meeting during the
fiscal year ended February 28, 2001 and took action by unanimous written consent
one additional time. All directors were present at the one meeting. In view of
the small size of the Company's Board of Directors, the Company has no standing
audit, nominating or compensation committees. See "Board of Directors Report",
below. The Board of Directors will consider nominees for
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the Board recommended by stockholders. Stockholders who wish to suggest nominees
for the Board of Directors to be considered in connection with next year's
Annual Meeting of Stockholders should write to the President of the Company,
4613 Jacksboro Highway, Wichita Falls, Texas 76302 prior to May 1, 2002 stating
in detail the qualifications of the proposed nominee.
Executive officers of the Company who are also directors do
not receive any fee or remuneration for services as members of the Board of
Directors. The one director who is not an employee of the Company received an
annual fee of $3,000 for serving as a director in the fiscal year ended February
28, 2001.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") requires the Company's executive officers, directors and persons
who beneficially own more than 10% of the Company's common stock to file with
the Securities and Exchange Commission (the "Commission") initial reports of
beneficial ownership and reports of changes in beneficial ownership of the
Company's common stock. The rules promulgated by the Commission under Section
16(a) of the Exchange Act require those persons to furnish the Company with
copies of all reports filed with the Commission pursuant to Section 16(a).
Based solely on the Company's review of copies of forms it
received and on written representations from the foregoing persons, the Company
believes that during the fiscal year ended February 28, 2001 all filing
requirements under Section 16(a) of the Exchange Act were met on a timely basis
by such persons.
EXECUTIVE COMPENSATION
The following table sets forth information regarding
compensation for services in all capacities to the Company for the three fiscal
years ended February 28, 2001 of the Company's Chief Executive Officer. No
executive officer of the Company received total annual salary and bonus
exceeding $100,000 in any of such years.
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ANNUAL COMPENSATION
NAME AND -------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
- ------------------ ---- ------ ----- ---------------
Sandra Pautsky - 2001 $ 85,000 $ 7,083 $ 204
President and 2000 85,000 7,083 204
Chief Executive 1999 85,000 7,083 204
Officer
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(1) All other compensation consisted of Company paid life insurance
premiums.
The Company does not have employment agreements with any of
its executive officers, has no material bonus, profit-sharing or stock option
plans or pension or retirement benefits. The Company has a group health
insurance plan which it makes available to all employees of the Company on a
non-discriminatory basis. Pursuant to such plan, $25,000 in life insurance
benefits are provided for all employees of the Company, with the amount of such
benefits provided decreasing as certain age levels are reached.
RELATED TRANSACTIONS
Sandra Pautsky is an executive officer, director and
beneficial owner of in excess of 5% of the Company's outstanding common stock.
In addition, the Noel Pautsky Estate, the Flem Noel Pautsky, Jr. Trust and the
Noel Pautsky Trust are the beneficial owners of in excess of 5% of the Company's
outstanding common stock.
Ms. Pautsky, the Noel Pautsky Estate, the Flem Noel Pautsky,
Jr. Trust and the Noel Pautsky Trust each own undivided working interests in
certain of the oil and gas leases in the North Texas area in which the Company
also owns an undivided working interest and of which the Company serves as the
operator. The Noel Pautsky Estate also owns an undivided working interest in the
oil and gas leases in Miller County, Arkansas in which the Company owns an
undivided working interest. In accordance with standard operating procedures,
the Company submits joint interest billings to such related parties and the
other unaffiliated working interest owners in the properties which the Company
operates on a monthly basis for their respective pro-rata shares of the costs
incurred on the properties and the Company's fee for serving as operator for the
preceding month. In addition, Exlco, Inc. ("Exlco"), 100% of whose outstanding
stock is owned by Danny Croker, an executive officer and director, is allocated
and bears a portion of the
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Company's office rent and supplies and bills the Company periodically for costs
incurred on the Company's behalf, which billings are offset against the
Company's billings to Exlco.
At February 28, 1999, Ms. Pautsky, the Noel Pautsky Estate,
the Flem Noel Pautsky, Jr. Trust, the Noel Pautsky Trust and Exlco had accounts
payable to the Company, representing their then unpaid joint interest and other
billings, aggregating $25,635. During the two fiscal years ended February 28,
2001, the Company submitted monthly joint interest and other billings to such
five parties totaling $41,965, and such parties paid the Company an aggregate of
$43,734 with respect to such joint interest and other billings, leaving a
balance of $23,866 owed by such parties to the Company at February 28, 2001. In
addition, during fiscal 2000 and 2001 the Company as operator paid Ms. Pautsky,
the Noel Pautsky Trust and the Flem Noel Pautsky, Jr. Trust a total of $949 in
revenues from working and royalty interests owned by them in certain of the
Company's gas leases in North Texas and with respect to their interests in lease
equipment transferred into the Company's inventory after abandonment by the
Company of jointly owned leases in the North Texas area and, at February 28,
2001, owed them an additional $23,403 for such matters. The Company is following
the same operating procedures outlined above in the fiscal year ending February
28, 2002.
On November 15, 1999, the Company purchased 75,000 shares of
its common stock from the Noel Pautsky Estate at a price of $2.8125 per share.
The price paid by the Company to the Noel Pautsky Estate was the same price paid
by the Company to unaffiliated shareholders for their shares during the same
time frame.
PRIOR CHANGE IN ACCOUNTANTS
On July 6, 1999, KPMG LLP ("KPMG") resigned as the independent
public accountants for the Company. KPMG had examined the financial statements
of the Company for its fiscal years ended February 29, 1992 through February 28,
1999. KPMG's reports on the Company's financial statements for the fiscal years
ended February 28, 1998 and 1999 did not contain any adverse opinion or
disclaimer of opinion and were not modified as to uncertainty, audit scope or
accounting principles. In connection with the audits of the fiscal years ended
February 28, 1998 and 1999 and the subsequent interim period up through July 6,
1999, there were no disagreements between the Company and KPMG on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved to KPMG's satisfaction, would have
caused it to make reference to the subject matter of the
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disagreements in connection with its reports on the Company's financial
statements for such years.
On January 14, 2000, the Board of Directors of the Company
selected the firm of Whitley Penn as the independent public accountants to
examine the financial statements of the Company for the fiscal year ending
February 29, 2000. The firm had not previously served as the Company's
accountants. Prior to the engagement of Whitley Penn, neither the Company nor
anyone on its behalf had consulted with such firm regarding either the
application of accounting principles to a specific transaction, either completed
or contemplated, or the type of audit opinion that might be rendered on the
Company's financial statements. In addition, since prior to KPMG's resignation
the Company had no disagreements with KPMG on any matter referred to above,
there was no need for the Company to consult with Whitley Penn regarding any
such disagreement.
The resignation of KPMG as the Company's independent public
accountants and the selection of Whitley Penn as the independent public
accountants to examine the financial statements of the Company for the fiscal
year ended February 29, 2000 were previously reported by the Company to
stockholders in its 2000 Annual Report to Stockholders and Proxy Statement.
BOARD OF DIRECTORS REPORT
The Company does not have an Audit Committee. Consequently,
the entire Board of Directors performs the function of an Audit Committee. None
of the members of the Board of Directors meet the independence standards for
Audit Committee members established by the National Association of Securities
Dealers.
The Board of Directors is responsible for overseeing
management's implementation of the Company's financial reporting process. In
discharging its oversight role, the Board of Directors reviewed and discussed
the audited financial statements contained in the fiscal year 2001 Annual Report
on Form 10-KSB with the Company's management and Whitley Penn, the Company's
independent accountants. Management is responsible for the financial statements
and the reporting process, including internal controls. The independent
accountants are responsible for expressing an opinion on the conformity of those
financial statements with generally accepted accounting principles.
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The Board of Directors met with the independent accountants
and discussed issues deemed significant by the accountants, including Statement
on Auditing Standards No. 61, as amended. In addition, the Board of Directors
discussed with the independent accountants their independence from the Company
and its management, including the matters in the written disclaimers required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), considered whether the provision of nonaudit services was
compatible with maintaining the accountants' independence and concluded that it
was.
In reliance on the review and discussions outlined above, the
Board of Directors determined that the audited financial statements should be
included in the Company's Annual Report on Form 10-KSB for the fiscal year ended
February 28, 2001 for filing with the Securities and Exchange Commission.
BOARD OF DIRECTORS
Sandra Pautsky, Chairperson
Danny Croker
Randy Camp
SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has selected the
accounting firm of Whitley Penn to audit the financial statements of the Company
for the fiscal year ending February 28, 2002. Whitley Penn audited the Company's
financial statements for the fiscal years ended February 29, 2000 and February
28, 2001.
Representatives of Whitley Penn are expected to be present at
the Meeting and will have an opportunity to make a statement at such Meeting, if
they desire to do so. Such representatives are also expected to be available to
respond to appropriate questions.
AUDIT FEES
Whitley Penn's fees for the fiscal year 2001 audit of the
Company's financial statements and the reviews of quarterly reports on Form
10-QSB during such year were $40,837.
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FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
The Company did not incur any fees from Whitley Penn for
financial information systems design and implementation during the fiscal year
ended February 28, 2001.
ALL OTHER FEES
Aggregate fees billed for all other services rendered by
Whitley Penn during the fiscal year ended February 28, 2001 were $13,169. These
services included:
o preparation of the Company's federal income tax return for the
fiscal year ended February 29, 2000; and
o consulting services in connection with the Company's partial
sale of an equity investment.
STOCKHOLDER PROPOSALS
Stockholders are entitled to submit proposals on matters
appropriate for stockholder action in accordance with regulations of the
Commission. Should a stockholder intend to present a proposal at the next Annual
Meeting of Stockholders, the proposal must be received by the Secretary of the
Company at the Company's principal executive offices at 4613 Jacksboro Highway,
Wichita Falls, Texas 76302 by March 28, 2002 in order to be included in the
Proxy Statement and form of proxy relating to that meeting. Notice of a
stockholder proposal submitted outside the processes of the Commission's Rule
14a-8(d) will be considered untimely if received by the Company after June 10,
2002.
OTHER MATTERS
The management is not aware at this date of any business,
other than the matters set forth in the notice of the Meeting, that will come
before the Meeting. If any other matters should properly come before the
Meeting, however, it is the intention of the persons named in the proxy to vote
thereon in accordance with their best judgment.
All information contained in this proxy statement relating to
the security holdings of directors and executive officers of the Company is
based upon information received from the individual directors and executive
officers.
DATED: July 25, 2001
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OAKRIDGE ENERGY, INC.
PROXY SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned stockholder of OAKRIDGE ENERGY, INC.
("Company") hereby appoints SANDRA PAUTSKY and DANNY CROKER, with power of
substitution in each, as proxies to attend the Annual Meeting of Stockholders to
be held in Wichita Falls, Texas on Thursday, September 6, 2001, and at any
adjournments thereof and to act and specifically vote on behalf of the
undersigned all stock of the Company owned by the undersigned as follows:
1. ELECTION OF DIRECTORS
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all nominees
[ ] listed below [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)
Sandra Pautsky Danny Croker Randy Camp
2. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSAL 1, WHICH IS MADE BY THE COMPANY.
Dated: ______________________, 2001.
_________ SHARES
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Signature
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Signature (if held jointly)
PLEASE MARK, SIGN, DATE AND
RETURN PROMPTLY THIS PROXY IN
THE ENCLOSED ENVELOPE.
When shares are held by joint tenants, both should sign. When signing
as an attorney, administrator, executor, guardian or trustee, please add your
full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.