UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ____)
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
EURO TRADE & FORFAITING, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check appropriate box):
[x] No fee required
[_] Fee computed on 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 computes
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:
[_] 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:
EURO TRADE & FORFAITING, INC.
9 King Street, Third Floor
London, England, EC2V 8EA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
Euro Trade & Forfaiting, Inc.:
The 1999 Annual Meeting of Shareholders of Euro Trade & Forfaiting,
Inc., a Utah corporation (the "Company"), will be held at 1:00 p.m.
(London time) on May 16, 2000 at 9 King Street, Third Floor, London,
England, for the following purposes:
1. To elect four (4) directors of the Company; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 11,
2000 as the record date for the determination of Shareholders entitled to
notice of, and to vote at, the Annual Meeting.
By Order of the Board of Directors,
/s/ James Carter
-----------------------------------
James Carter
Secretary
London, England
April 12, 2000
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO
COMPLETE, SIGN, DATE AND RETURN THE PROXY USING THE ENCLOSED ENVELOPE.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH IN THE
PROXY STATEMENT.
1
EURO TRADE & FORFAITING, INC.
PROXY STATEMENT
---------------
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Euro Trade &
Forfaiting, Inc. (the "Company") for use at the 1999 Annual Meeting of
Shareholders (the "Annual Meeting") to be held at 1:00 p.m. (London time)
on May 16, 2000 at 9 King Street, Third Floor, London, England, and any
adjournments thereof.
The Annual Meeting may be postponed or adjourned from time to time
without any notice other than announcement at the meeting, and any and all
business for which notice is hereby given may be transacted at any such
postponed or adjourned meeting.
A shareholder who delivers an executed proxy pursuant to this
solicitation may revoke it at any time before it is exercised by: (i)
executing and delivering a later dated proxy card to the Secretary of the
Company prior to the Annual Meeting, (ii) delivering written notice of
revocation of the proxy to the Secretary of the Company prior to the
Annual Meeting, or (iii) attending and voting in person at the Annual
Meeting. Attendance at the Annual Meeting, in and of itself, will not
constitute a revocation of a proxy.
Proxies will be voted as specified by the shareholder or
shareholders granting the proxy. Unless contrary instructions are
specified, if the enclosed proxy is executed and returned (and not
revoked) prior to the Annual Meeting, the shares of common stock, par
value $0.001 per share (the "Common Shares"), of the Company represented
thereby will be voted for the election of the four directors nominated by
the Board of Directors and in accordance with the best judgement of the
named proxies on the matters properly brought before the Annual Meeting.
The affirmative vote of at least a majority of the Common Shares
cast in person or by proxy at the Annual Meeting is required to approve
the election of each director. Cumulative voting in the election of
directors is not permitted. A majority of the outstanding Common Shares
entitled to vote at the Annual Meeting, represented in person or by proxy,
constitute a quorum.
This Proxy Statement and the enclosed proxy card will be first
mailed on or about April 12, 2000 to the Company's shareholders of record
on April 11, 2000 (the "Record Date").
Proxies will be solicited primarily by mail and may also be
solicited personally and by telephone by directors, officers and
regulatory employees of the Company, without additional remuneration
therefor. The Company may also reimburse banks, brokers, custodians,
nominees and fiduciaries for their reasonable charges and expenses in
forwarding proxies and proxy materials to the beneficial owners of the
Company's Common Shares. All costs associated with soliciting proxies will
be borne by the Company. The Company does not presently intend to employ
any other party to assist in the solicitation process. Proxies should be
signed and returned to the Secretary of the Company at 9 King Street,
Third Floor, London, England, EC2V 8EA using the enclosed envelope.
2
At the close of business on the Record Date, there were 16,945,224
Common Shares issued and outstanding. Each Common Share is entitled to one
vote on each of the matters properly presented at the Annual Meeting.
PROPOSAL 1 - ELECTION OF DIRECTORS
The business of the Company is managed under the direction of the
Company's Board of Directors. The Board of Directors is presently
composed of four directors. At the annual meeting, four directors will be
elected to serve until the Annual Meeting for the fiscal year 2000. The
nominees for election as directors are Michael J. Smith, James Carter,
Naren Desai and John Vowell, all of whom presently serve as directors.
Each of the proposed nominees for director has indicated that he is
willing and able to serve as a director following the Annual Meeting. If
any of the nominees is unable or unwilling to serve, the accompanying
proxy may be voted for the election of such other person as will be
designated by the Board of Directors. Proxies received by the Company on
which no designation is made will be voted FOR the nominee.
Directors
The following table sets forth information regarding each nominee
for election as a director.
Name Current Position with the Company Age
- ---- --------------------------------- ---
Michael J. Smith President, Chief Executive Officer and Director 52
James Carter Secretary, Vice President and Director 54
Naren Desai Treasurer, Vice President and Director 46
John Vowell Vice President and Director 35
Michael J. Smith became a director, President and Chief Executive
Officer of the Company on February 4, 2000. Mr. Smith is the President,
Chief Executive Officer and a director of MFC Bancorp Ltd. and is the Chief
Executive Officer, Chief Financial Officer and a director of TriMaine
Holdings, Inc. and Drummond Financial Corporation. Mr. Smith was the Chief
Financial Officer of Mercer International Inc. from May 1988 until 1996.
James Carter became a director and Secretary of the Company on
February 4, 2000. Mr. Carter is currently a Vice President of MFC Bancorp
Ltd. He served as President and a director of Pine Resources Corporation
from October 1998 to December 1999, and as President and a director of
Renfield Enterprises Inc. from November 1998 to January 2000. Mr. Carter
was the President and Chief Executive Officer of Carlin Resources Corp.
from 1994 to 1998.
Naren Desai became a director and Treasurer of the Company on
February 4, 2000. Mr. Desai has been employed as an executive by the
Company's wholly owned subsidiary, Euro Trade & Forfaiting Company Limited
("Euro Trade"), since October 1999. Prior to that, Mr. Desai was employed
as a Chartered Accountant by Andrew Murray & Company from 1992 to
September 1999. Mr. Desai holds an MBA from City University in London,
England.
3
John Vowell has been a director and officer of the Company since
December 1998 and is currently responsible for day-to-day trading and
administration activities and for monitoring the Company's overall trading
and investment portfolio exposures. Prior to joining the Company in 1998,
Mr. Vowell was a Senior Manager at Standard Bank London Limited from
1994 to 1997. From 1986 to 1994, Mr. Vowell was Assistant Manager of
Trade Finance for Sumitomo Bank Ltd.
The Board of Directors held seven meetings in fiscal 1999 and did
not act through written consent during that period.
Committees of the Board
The Board of Directors does not presently have a nominating or
compensation committee.
Audit Committee. The members of the audit committee are James Carter
and Naren Desai, both of whom are officers and directors of the Company.
The function of the audit committee is to meet and review the results of
the audit of the Company's financial statements performed by the Company's
independent public accountant and to recommend the selection of a new
independent public accountant when necessary. The audit committee was not
constituted and therefore did not meet during fiscal 1999.
Security Ownership of Management
The following table sets forth certain information regarding
beneficial ownership of the Company's Common Shares on the Record Date by:
(i) each person known by the Company to beneficially own more than 5% of
the Company's Common Shares, (ii) each executive officer and director
of the Company, and (iii) all executive officers and directors of the
Company as a group.
Name and Address of Amount and Nature of Percent of
Beneficial Owner(1) Beneficial Ownership Class
- ------------------- -------------------- ----------
Michael J. Smith
6 Rue Charles-Bonnet
1206 Geneva, Switzerland 202,663(2) 1.2%
James Carter
6 Rue Charles-Bonnet
1206 Geneva, Switzerland - -
Naren Desai
Merrivale, 65 Balcombe Road, Haywards Heath
West Sussex, England RH16 1PE - -
John Vowell
12 Netherheed
Thundersley, Essex, England 5S7 1TY 750,000 4.4%
4
Collingwood Investment Limited(3)(4)
19 Peel Road
Douglas, Isle of Man, LM1 41S 4,400,000 25.9%
North Cascade Limited(4)(5)
19 Peel Road
Douglas, Isle of Man, LM1 41S 6,600,000 38.9%
All executive officers and directors
as a group (4 persons) 952,663 5.6%
- --------------------------
(1) The information presented in this table is based solely on
information contained in Schedule 13Ds filed by the beneficial owners with
the Securities and Exchange Commission or information furnished to the
Company. Except as set forth in the footnotes to this table, the persons
named in the table above have sole voting and investment power with
respect to all Common Shares shown as beneficially owned by them.
(2) Michael J. Smith is a director and officer of MFC Bancorp Ltd.
("MFC"), which owns all of the issued and outstanding common stock of MFC
Merchant Bank S.A. (the "Bank"). The Bank owns 202,663 Common Shares (the
"Shares") of the Company. Michael J. Smith is not an officer or director
of the Bank and disclaims beneficial ownership of the Shares.
(3) The directors of Collingwood Investments Limited ("Collingwood") are
Colin Pearse and Richard Baker. The Mayflower Trust is the sole
shareholder of Collingwood and therefore shares voting power with
Collingwood and the trustee of The Mayflower Trust, Aston Corporate
Trustees Limited, over the Common Shares of the Company beneficially owned by
Collingwood.
(4) Pursuant to a Securities Pledge Agreement dated for reference January
31, 2000, Collingwood and North Cascade Limited ("Cascade") pledged their
aggregate 11.0 million Common Shares of the Company to the Bank as security
for a loan of $12 million made by the Bank to Collingwood and Cascade
pursuant to a Loan Agreement made among them dated for reference January 31,
2000. A copy of the Securities Pledge Agreement is attached as an exhibit to
the Schedule 13D filed jointly by the Bank and MFC on February 17, 2000 and
is incorporated herein by reference.
(5) The directors of Cascade are Robert Griffin and Richard Tanner. The
Mayflower Trust is the sole shareholder of Cascade and therefore shares
voting power with Cascade, and the trustee of The Mayflower Trust, Aston
Corporate Trustees Limited, over the Common Shares of the Company beneficially
owned by Cascade.
Executive Compensation
The following table sets forth information concerning the total
compensation earned or paid during the last three fiscal years to the
Company's Chief Executive Officer and each of the Company's current
executive officers who received in excess of $100,000 in salary and bonus:
Summary Compensation Table
Annual Compensation
--------------------------
Name and Principal All Other
Position Year Salary ($) Bonus ($) Compensation ($)(3)
- ------------------- ---- ---------- --------- -------------------
John Vowell 1999 190,272 285,410 42,825
Chief Executive 1998 198,000 297,000 40,362
Officer(1) 1997 14,645(2) - -
- ---------------------------
(1) Mr. Vowell was replaced by Michael J. Smith as the Company's
President and Chief Executive Officer on February 4, 2000.
(2) For the period from May 14, 1997 to June 30, 1997.
(3) Other Compensation consists of a car allowance, mortgage subsidy,
private health benefits and pension contributions paid to or on behalf
of Mr. Vowell by Euro Trade.
Employment Agreements
John Vowell's compensation in fiscal 1999 was determined by an
employment agreement with Pt. Multikarsa Investama ("Multikarsa") dated
April 28, 1997 (the "Employment
5
Agreement"). Multikarsa formerly owned all of the issued and outstanding
shares of Euro Trade prior to the reorganization of Euro Trade on November
20, 1998. The Employment Agreement is for an indeterminate period of time
and requires that Mr. Vowell be provided with six months notice prior to
termination. Under the terms of the Employment Agreement, Mr. Vowell
received an annual base salary and an annual bonus of one and a half times
base salary in fiscal 1999 and 1998. Effective fiscal 2000, Mr. Vowell's
annual bonus will be determined pursuant to the Employment Agreement and the
Company's executive compensation philosophy. See "Report of the Directors
on Executive Compensation".
Stock Options
The Company does not have a stock option plan and no stock options
were granted by the Company to any of its executive officers during fiscal
1999.
Compensation of Directors
The Company does not compensate its directors for serving as
directors, although directors are reimbursed by the Company for any
expenses they incur in connection with performing their duties as
directors. The Company paid a management fee of $280,673 to Polysindo UK
Ltd. ("Polysindo") and $251,190 to Norfil Ltd., ("Norfil") in fiscal 1999
and 1998, respectively, in connection with Chandra Sekar acting as the
Company's Chairman. The Company was related to each of Polysindo and
Norfil and Mr. Sekar served as a director of both companies in fiscal 1999
and 1998.
The following Report of the Directors on Executive Compensation and
the Performance Graph included in this Proxy Statement will not be deemed
to be incorporated by reference by any general statement incorporating by
reference this Proxy Statement into any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent the
Company specifically incorporates this information by reference, and will
not otherwise be deemed filed under the Acts.
Report of the Directors on Executive Compensation
During fiscal 1999, the Board of Directors was responsible for
setting compensation philosophy and determining base salary, bonus and
other benefits for the Company's senior executive officers except the
Company's Chief Executive Officer. The Board of Directors believes that
executive compensation should be closely aligned with the performance of
the Company on both a short and long term basis, and that such
compensation should assist the Company in attracting and retaining key
executives critical to its long term success. To that end, the Board of
Directors' policy is that the compensation package for executive officers
should consist of an annual base salary and an incentive bonus, the amount
of which is dependent on the performance of both the Company and the
executive officer during the prior fiscal year.
Base salaries for executive officers are reviewed on an annual basis
and at the time of promotion or other increase in responsibilities.
Increases in salaries are based on a subjective evaluation of such factors
as the level of responsibility, individual performance, level of pay and
6
peer group pay levels. Incentive bonuses are generally granted based on a
percentage of each executive officer's base salary.
In fiscal 1999 and 1998, Mr. Vowell's base salary and bonus for
serving as the Company's Chief Executive Officer were determined in
accordance with the terms of the Employment Agreement. Effective fiscal
2000, Mr. Vowell's annual bonus will be determined in accordance with the
Employment Agreement and the Company's executive compensation philosophy
applicable to all executive officers of the Company.
/s/ Michael J. Smith /s/ James Carter /s/ Naren Desai /s/ John Vowell
Performance Graph
The following graph compares the cumulative total shareholder return
(stock price appreciation plus dividends) on the Company's Common Shares
with the cumulative total return of the NASDAQ Market Index and the MG
Industry Group Index for Credit Services Companies prepared by Media
General Financial Services. Each of the total cumulative returns presented
assumes a $100 investment on December 31, 1998 and the reinvestment of
dividends.
Comparison of Cumulative Total Return Among
the Company, NASDAQ Market Index and MG Industry Group Index
December March June September December
31, 1998 31, 1999 30, 1999 30, 1999 31, 1999
-------- -------- -------- --------- --------
Euro Trade &
Forfaiting, Inc. 100.00 24.00 36.00 18.75 19.00
MG Industry Group Index 100.00 115.76 122.15 107.59 130.24
NASDAQ Market Index 100.00 111.72 121.57 123.55 182.47
7
Change in Control
As disclosed in the Company's Form 10-Q dated February 10, 2000 for
the period ended December 31, 1999, the Company entered into an
administration and management services agreement (the "Services
Agreement") with MFC Bancorp Ltd. ("MFC") dated for reference January 31,
2000 pursuant to which MFC will provide operating and management services
to the Company for an initial term of three years. Pursuant to the
Services Agreement, MFC will be paid an annual management fee and
administration fee and has an option to acquire up to 15% of the issued
and outstanding Common Shares of the Company after December 31, 2000
provided the Company reaches certain performance targets based upon
increases in net asset value of the Company during the term of the
Services Agreement. As part of the Services Agreement, the Company's Board
of Directors has been reconstituted to consist of the directors appointed
by the Company, being John Vowell and Naren Desai, and the directors
appointed by MFC, being Michael J. Smith and James Carter.
In addition, two shareholders of the Company, Collingwood
Investments Limited and North Cascade Limited, which hold in aggregate
11.0 million Common Shares (the "Euro Shares") of the Company (being
approximately 65% of the issued and outstanding shares), have entered into
a support agreement (the "Support Agreement") with MFC dated for reference
January 31, 2000, whereby they have agreed to, among other things, (i)
take such action that may be required to fully carry out and implement the
provisions and intent of the Services Agreement, including the
reconstitution of the Company's Board of Directors and exercising the
voting rights attached to the Euro Shares in favour of electing directors
of the Company as provided for in the Services Agreement, and (ii) grant
MFC a right of first refusal to purchase the Euro Shares.
Copies of the Services Agreement and Support Agreement are attached
as exhibits to the Company's second quarter report on Form 10-Q for the
period ended December 31, 1999 and are incorporated herein by reference.
Certain Transactions
On November 20, 1998, Rotunda Oil and Mining, Inc. ("Rotunda")(now
Euro Trade & Forfaiting, Inc.) entered into an Acquisition Agreement and
Plan of Reorganization (the "Acquisition Agreement") with Euro Trade
pursuant to which Rotunda acquired all of the issued and outstanding
shares of the common stock of Euro Trade in exchange for 11.0 million
shares of previously unissued common stock of Rotunda. As a result of the
transaction, Euro Trade became a wholly owned subsidiary of the Company
and Rotunda changed its name to Euro Trade & Forfaiting, Inc. A copy of
the Acquisition Agreement is attached as an exhibit to the Company's Form
10 filed May 5, 1999.
On December 2, 1998, the Company issued 4.0 million Common Shares to
certain non U.S. residents at an issue price of $0.05 per share pursuant
to a private placement of shares under an exemption in Regulation D, Rule
504 of the Securities Act of 1933 (the "Private Placement"). The Company
received gross proceeds of $200,000 from the Private Placement. There
were no underwriting discounts or commissions paid as the offering was
self-issued by the Company.
8
Indebtedness of Management
During fiscal 1999, none of the Company's officers or directors, or
any corporation or organization of which they are an executive officer or
director or, directly or indirectly, the beneficial owner of 10% or more
of any class of equity securities, or any trust, was indebted to the
Company or its subsidiary at any time since the beginning of the Company's
last fiscal year in an amount in excess of $60,000.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, require the Company's directors
and executive officers and persons who beneficially own more than 10% of
the Common Shares (collectively, the "Reporting Persons"), to file with
the SEC initial reports of beneficial ownership (Form 3) and reports of
changes in beneficial ownership of Common Shares and other equity
securities of the Company (Form 4). Reporting Persons are required by SEC
regulations to furnish to the Company copies of all Section 16(a) reports
that they file. To the Company's knowledge, based solely on a review of
the copies of such reports furnished to the Company, all Section 16(a)
filing requirements applicable to the Reporting Persons were complied with
for the fiscal year ended June 30, 1999.
INDEPENDENT ACCOUNTANTS AND AUDITORS
Marc Lumer & Company ("MLC") examined the consolidated financial
statements of the Company and its subsidiary for the year ended June 30,
1999. On March 1, 2000, MLC was replaced as the Company's certifying
accountant with Peterson Sullivan P.L.L.C. ("Peterson Sullivan"). During the
Company's two most recent fiscal years and the subsequent interim periods
preceding MLC's replacement, the Company had no disagreements with MLC on
matters of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of MLC, would have caused it to make reference to such
disagreements in its reports on the Company's financial statements for such
years and interim periods.
The Company's reports on Form 8-K filed March 7, 2000 and Form 8-K/A
filed March 21, 2000 concerning the appointment of Peterson Sullivan and
replacement of MLC as the Company's certifying accountant are incorporated
herein by reference. Representatives of Peterson Sullivan are not expected
to be present at the Annual Meeting.
ANNUAL REPORT
The Company's annual report, which contains consolidated audited
financial statements for the fiscal year ended June 30, 1999, has preceded
the mailing of this Proxy Statement. A copy of the Company's annual report
will be provided to shareholders without charge upon written request
directed to the Secretary of the Company at King Street, Third Floor,
London, England, EC2V 8EA.
9
FUTURE SHAREHOLDER PROPOSALS
Any proposal which a shareholder intends to present at the next
Annual Meeting of Shareholders must be received by the Company on or
before June 30, 2000. A shareholder must notify the Company on or before
June 1, 2000 that he or she intends to introduce a proposal at the 2000
shareholder meeting or management will have discretionary authority to
vote its proxies with respect to such proposal.
OTHER MATTERS
The Board of Directors knows of no matter other than those mentioned
in the Proxy Statement to be brought before the meeting. If other matters
properly come before the meeting, it is the intention of the proxy holders
to vote the proxies in accordance with their judgment. If there is
insufficient votes to approve any of the proposals contained herein, the
Board of Directors may adjourn the meeting to a later date and solicit
additional proxies. If a vote is required to approve such adjournment, the
proxies will be voted in favor of such adjournment.
By order of the Board of Directors,
/s/ James Carter
----------------------------------
James Carter
Secretary
London, England
April 12, 2000
PROXY
EURO TRADE & FORFAITING, INC.
9 King Street, Third Floor
London, England, EC2V 8EA
This Proxy is solicited on behalf of the directors of Euro Trade &
Forfaiting, Inc.
The undersigned hereby appoints James Carter as proxy, with the
power of substitution to represent and to vote as designated below, all
the shares of the beneficial interest of Euro Trade & Forfaiting, Inc.
held of record by the undersigned on April 11, 2000 at the Annual Meeting
of Shareholders to be held on May 16, 2000 or on the date of any
adjournment thereof.
1. ELECTION OF DIRECTORS
FOR the nominees listed below WITHHOLD authority to vote
(except as marked to the for the nominee listed
contrary below) [_] below [_]
(Instruction: To withhold authority to vote for a nominee, strike a
line through the nominee's name in the list below.)
Michael J. Smith James Carter Naren Desai John Vowell
2. In his discretion, the proxy holder is 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 shareholder. If no direction is made,
this proxy will be voted FOR Proposal 1.
Please sign exactly as name appears on your share certificates. When
shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, give 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.
Dated: _________________, 2000
Signature: ___________________
Print Name: __________________
Number of Shares: _____________
Please mark, sign, date and return this proxy promptly using the enclosed
envelope.