SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Information Statement
TRANSFORM PACK INTERNATIONAL, INC.
(Name of Registrant as Specified in Its Charter)
Commission File No. 000-31727
Not Applicable
(Name of Persons Filing Information Statement If Other Than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
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(Set forth the amount on which the filing fee is calculated
and state how it was determined): __________________________
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TRANSFORM PACK INTERNATIONAL, INC.
PO Box 1354
310 Baig Boulevard
Moncton, NB, Canada E1C 8T6
ANNUAL MEETING OF STOCKHOLDERS
October 30, 2001
INFORMATION STATEMENT AND NOTICE
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
The Annual Meeting of the Stockholders (the "Annual
Meeting") of Transform Pack International, Inc., a Minnesota
corporation (referred to herein sometimes as "Transform Pack"),
will be held at 10:00 a.m., on October 30, 2001, at 310 Baig
Boulevard, Moncton, New Brunswick, Canada.
The purpose of the Annual Meeting is to propose and vote on
the following items:
(1) Election of Theodore Stern, Gary Smith, Edward Dallin
Bagley and Steve Barnett as Directors of Transform Pack
to serve for a term of one (1) year and until their
successors are duly elected and qualified;
(2) Ratify the appointment of Deloitte & Touche LLP as Transform
Pack's independent public accountants for 2002; and
(3) Conduct all other business as may properly come before the
Annual Meeting or any adjournments thereof.
This Information Statement serves as notice of the Annual
Meeting, a description of the proposals to be addressed at the
Annual Meeting, and a source of information on Transform Pack and
its management. The approximate mailing date of the Information
Statement to stockholders is October 10, 2001.
OUTSTANDING SHARES AND VOTING RIGHTS
Record Date. Stockholders of record at the close of
business on October 3, 2001 ("Record Date"), are entitled to
notice of and to vote at the Annual Meeting or any adjournment
thereof.
Shares Outstanding. As of October 3, 2001, a total of
11,418,957 shares of Transform Pack's common stock were
outstanding and entitled to vote at the Annual Meeting.
Voting Rights and Procedures. Each outstanding share of
common stock is entitled to one vote on all matters submitted to
the stockholders' vote. Transform Pack's Bylaws require the
presence of a majority of the outstanding shares entitled to vote
to constitute a quorum to convene the Annual Meeting.
Stockholder Proposals for the 2002 Annual Meeting.
Proposals from stockholders intended to be included in this proxy
or information statement for the Annual Meeting in 2002 must be
received by Transform Pack's Secretary on or before June 10,
2002, and may be omitted unless the submitting stockholder meets
certain requirements. It is suggested that the proposal be
submitted by certified mail, return-receipt requested.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the Annual Meeting, all Transform Pack directors will be
elected to serve until the annual meeting of stockholders in the
year 2002.
Our board nominates for election as Directors:
Hans Meier Bruce Weitz Robert Talbot
J. Frank McCormac Daniel Sham J. Serge Vezina
Each director serves until the next annual meeting of
stockholders and until his or her successor is elected and
qualified. The following is biographical information on each of
the nominees for election as directors.
Hans Meier, age 56, served from November 1994 to February
2000 as Transform Pack, Inc.'s Vice President of Research and
Development where he was responsible for developing our seasoning
sheet. He became President in February 2000. For the past 15
years Mr. Meier has owned and operated Meier Food Service
Consulting Limited, a private company engaged in the business of
consulting on food processing and delivery systems. He became
president and a director of Transform Pack in February 2000.
J. Frank McCormac, age 43, has been the General Manager -
Western Canada, for Rector Foods Limited, a spice manufacturer
and supplier based in Brampton, Ontario, from March 1999 to the
present. For the 10 years prior, Mr. McCormac was the Business
Development manger for McCormick Canada, Inc., a spice
manufacturer and supplier.
Bruce Weitz, age 53, is the president and chief executive
officer of Today's Man, Inc., a menswear retailer in the
Northeast United States, since August 2000. Mr. Weitz was
retired during the four-year period prior to August 2000. For
three years prior to December 1995, Mr. Weitz was the Chairman,
President and Chief Executive Officer of Duane Reade Drug Stores,
a drug store chain based in New York City. He became a director
of Transform Pack in February 2000.
Daniel Sham, age 48, has been the owner and operator of
Scarboro Meat Packers, Inc., based in Toronto from 1991 to the
present. From, April 1998 to the present he has served as Vice
President of Operations for Med Mira Laboratories, Inc., of
Toronto, a public company engaged in the business of
manufacturing medical devices. For the past 15 years he has
served as the President of dTree & Associates, Inc., based in
Toronto, which is a private computer consulting business. He
became vice chairman and a director of Transform Pack in February
2000.
Robert Talbot, age 52, is a practicing attorney and for the
past five years has been a partner in the firm of Talbot Martel
located in Laval, Quebec. He has served as a director since 1992
for both Afcan Mining Corporation and GIE Environment
Technologies Ltd.
J. Serge Vezina, age 55, has served as the President of
Gestion J.V.S. Inc., a holding company, and as the Chairman,
Secretary, and Treasurer of Groupe Tolgeco Inc., a building
material company based in Boucherville, Quebec, since 1987.
Vote and Recommendation
Each director is elected by vote of a plurality of the
shares of voting stock present and entitled to vote at the Annual
Meeting. Abstentions as to the election of directors will not
affect the election of the candidates receiving the plurality of
votes. Although it is anticipated that each nominee will be able
to serve as a director, should any nominee become unavailable to
serve the board may nominate at the Annual Meeting another person
for election to the board.
Our Board Recommends a Vote "FOR" The Nominees
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RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
(PROPOSAL NO. 2)
The accounting firm of Deloitte & Touche LLP has been
approved by our board to serve as Transform Pack's independent
public accountants for the fiscal year ending May 31, 2002,
subject to approval by the stockholders by an affirmative vote of
a majority of the outstanding shares of our common stock
represented at the Annual Meeting. Deloitte & Touche has served
as our independent auditors for the past three fiscal years. We
have been advised that neither Deloitte & Touche nor any of its
members or associates has any relationship with us or any of our
affiliates, except in Deloitte & Touche's capacity as our
independent public accountants.
During the fiscal year ended May 31, 2001, Deloitte Touche
audited Transform Pack's consolidated financial statements,
reviewed financial information in filings with the Securities and
Exchange Commission, and provided a variety of non-audit
services, including tax services and other business advisory
services. Fees for services rendered in fiscal year 2001 by
Deloitte Touche are as follows:
Audit Fees $28,500
Quarterly Review Fees $15,000
Financial Information Systems $
Design and Implementation Fees $ 3,210
All Other Services $12,041
The category "all other fees" includes services rendered to
Transform Pack primarily related to financing transactions, and
evaluating the effects of various accounting issues and changes
in professional standards.
Deloitte Touche representatives will be present at the
Annual Meeting, will be afforded an opportunity to make a
statement if they desire, and will be available to respond to
appropriate questions from stockholders.
Vote and Recommendation
The affirmative vote of a majority of the shares of common
stock represented at the Annual Meeting is required to approve
the selection of Deloitte Touche to serve as Transform Pack's
independent auditors for fiscal year 2002.
Our Board Recommends a Vote "For" the Ratification of the
Appointment of Deloitte Touche LLP.
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SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following tables set forth, as of October 3, 2001, the
number and percentage of the outstanding shares of common stock
that, according to the information supplied to Transform Pack,
were beneficially owned by (i) each person who is currently a
director, (ii) each executive officer, (iii) all current
directors and executive officers as a group and (iv) each person
who, to the knowledge of Transform Pack, is the beneficial owner
of more than 5% of the outstanding common stock. Except as
otherwise indicated, the persons named in the table have sole
voting and dispositive power with respect to all shares
beneficially owned, subject to community property laws where
applicable.
Name and Address Common Percent
Shares of Class
Principal stockholder
Franz Schedlbauer (1) 3,382,977 29.6
Muhlenstrasse 15
Graz-Raaba, Austria
Christian Schedlbauer (1) 3,382,977 29.6
Muhlenstrasse 15
Graz-Raaba, Austria
#503485 NB Ltd. (1) 2,254,857 19.7
Muhlenstrasse 15
Graz-Raaba, Austria
(1) #503485 NB Ltd., is a private New Brunswick, Canada
corporation owned and controlled by Franz and Christian
Schedlbauer. Accordingly, these persons may be deemed to
have voting and investment control over the 2,254,857 shares
of common stock held of record by #503485 NB Ltd. Franz and
Christian Schedlbauer each individually hold 1,128,120
shares of common stock of record.
Common Percent
Shares of Class (1)
Officers, directors and nominees
Hans Meier 2,346,103 20.5
310 Baig Blvd.
Moncton, NB, Canada E1C 8T6
J. Frank McCormac 10,000 0.1
32 Douglas Park Manor, SE
Calgary, AB, Canada T2Z 2L1
Bruce Weitz (1) 1,016,000 8.4
37 McGrath Drive
Cressill, NJ 07626
Daniel Sham 87,500 0.8
39 Glen Watford Dr.
Scarborough, ON, Canada M1S 2C2
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Robert Talbot -0- -0-
2 Place Laval, #500
Laval, QB, Canada H7N 5N6
J. Serge Vezina -0- -0-
943 Richelieu
Beloeil, QB, Canada J3A 4P8
Greg Phillips 200,000 1.7
160 Chestnut Street
Englewood Cliffs, NJ 07632
Nathalie Cormeir (1) 40,000 0.3
310 Baig Blvd.
Moncton, NB, Canada E1C 8T6
All Executive officers 3,699,603 32.4
and Directors as a Group (8 persons)
(1) The figures for each of these persons represent only options
to purchase common shares that are vested or will vest
within 60 days from the date as of which information is
presented in the table. These figures represent the
percentage of ownership of the named individuals assuming
each of them alone has exercised his or her options, and
percentage ownership of all officers and directors as a
group assuming all purchase rights held by such individuals
are exercised.
DIRECTORS AND EXECUTIVE OFFICERS
Directors and Officers
The following table sets forth the names, ages, and
positions with Transform Pack for each of the directors and
officers of the Company.
Name Age Position Since
Hans Meier 56 President and Director February 2000
Daniel Sham 48 Vice Chairman and Director February 2000
Greg Phillips 51 Vice President Sales & February 2000
Marketing and Director
Nathalie Cormier 30 Secretary, Treasurer and February 2000
Director
Bruce Weitz 53 Director February 2000
Executive officers serve at the discretion of the board of
directors. Biographical information on Hans Meier, Daniel Sham,
and Bruce Weitz is presented above under the caption "ELECTION OF
DIRECTORS." The following is biographical information the
remaining officers and directors.
Greg Phillips has owned and operated Plus Marketing
Corporation, a marketing and consulting firm based in New Jersey,
New Jersey, for 19 years. He became Vice President Sales &
Marketing of Transform Pack, Inc., in April 1999, and a director
of Transform Pack in February 2000.
Nathalie Cormier has been employed as an executive assistant
and manager of Transform Pack, Inc., from December 1997 to
February 2000, when she was appointed Secretary and Treasurer.
For six years prior to December 1997 she was employed as an
administrative assistant with Gemini Investments Ltd., of
Moncton, New Brunswick. She became a director of Transform Pack
in February 2000.
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Board Meetings and Committees/Compensation
Our board met four times during the year ended May 31, 2001.
All directors attended at least 75% of the meetings of our board.
The board has not established any committees, and does not expect
it will do so until the operations of Transform Pack expand to
the point that board committees become beneficial to the
management of our business.
The board has not adopted any plan or arrangement for
compensating directors for their service as directors.
Section 16(a) Filing Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires officers and directors of Transform Pack and persons who
own more than ten percent of a registered class of its equity
securities to file reports of ownership and changes in their
ownership on Forms 3, 4, and 5 with the Securities and Exchange
Commission, and forward copies of such filings to Transform Pack.
Based on the copies of filings received by Transform Pack, during
the most recent fiscal year the directors, officers, and
beneficial owners of more than ten percent of the equity
securities of Transform Pack registered pursuant to Section 12 of
the Exchange Act have filed on a timely basis all required Forms
3, 4, and 5 and any amendments thereto.
EXECUTIVE COMPENSATION
Annual Compensation
The table on the following page sets forth certain
information regarding the annual and long-term compensation for
services in all capacities to Transform Pack for the prior fiscal
years ended May 31, 2001, 2000, and 1999, of those persons who
were either (i) the chief executive officer during the last
completed fiscal year or (ii) one (1) of the other four (4) most
highly compensated executive officers as of the end of the last
completed fiscal year whose annual salary and bonuses exceeded
$100,000 (collectively, the "Named Executive Officers").
Annual Compensation
Name and Principal Position Year Salary (CND)
Hans Meier, President (1) 2001 82,800
2000 56,350
1999 36,754
(1) Transform Pack pays CDN $6,900 per month to Meier Food
Service Consulting Limited, a private company owned by Hans
Meier, for his services rendered to the Company. The
figures for Mr. Meier's salary are the total of payments
made to Meier Food Service Consulting Limited in the three
fiscal years.
Other Compensation Arrangements
We have agreed to pay to Plus Marketing Corporation for the
consulting services of Greg Phillips and other marketing support
USD $25,000 per month over a term of four months commencing after
Transform Pack obtains additional financing for its operations.
Mr. Phillips will provide through Plus Marketing his consulting
services in developing and implementing marketing programs for
our product and office and clerical support for our marketing
efforts originating from his office in New Jersey. In April
2001, Transform Pack issued to Greg Phillips 100,000 shares of
common stock and 100,000 warrants to purchase common stock, all
valued at $75,500, as compensation for services to Transform
Pack. The warrant is exercisable at a price of USD $0.50 per
share and expires February 15, 2004. This is in addition the
compensation otherwise payable to Plus Marketing Corporation.
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Stock Options
No stock options were granted to the Named Executive
Officers during the year ended May 31, 2001.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following discussion includes certain relationships and
related transactions that occurred during Transform Pack's fiscal
years ended May 31, 2001 and 2000.
In October 1999, Transform Pack granted to Compass Rose
Ltd., a company owned by Richard Middleton, a former director, an
exclusive license to distribute seasoning sheets to food
processors in Western Canada. Under the license we sell
seasoning sheets to Compass Rose at a discount from the suggested
selling price to food processors. The license is for a term of
five years, with an option to renew for two additional five-year
terms. There were no sales of our product to or through Compass
Rose during the year ended May 31, 2001. This contract was
entered into before Mr. Middleton became a director.
Consequently, we believe the contract was the result of arms'
length negotiations between unrelated parties.
Franz and Christian Schedlbauer are principal stockholders
of Transform Pack and are also the controlling stockholders of
Transform Pack GmbH Europe. We had a Master License Agreement
Transform Pack Europe, which we entered into in July 1995, and
hold a 2% ownership interest in Transform Pack Europe. Under the
license agreement, Transform Pack Europe had the exclusive right
to manufacture our proprietary equipment to produce seasoning
sheets and to market seasoning sheets in Europe, Southeast Asia,
South America, and Japan. Transform Pack further agreed to
purchase at cost from Transform Pack Europe all production
equipment sold by Transform Pack to other persons outside of
Transform Pack Europe's territory, and pay to Transform Pack
Europe 45% of the net profit from sale of such equipment.
Transform Pack Europe was required to purchase all adhesive
matrix used in the seasoning sheets from us, and pay us a royalty
equal to 10% of gross revenue from seasoning sheet sales. The
Master License Agreement with Transform Pack Europe was for an
initial term of five years, which expired in July 2000. Upon
expiration of the Master License Agreement, Transform Pack
purchased certain production equipment from Transform Pack Europe
for CDN $100,000, and all marketing rights of Transform Pack
Europe terminated.
We have agreed to pay to Plus Marketing Corporation for the
consulting services of Greg Phillips and other marketing support
USD $25,000 per month over a term of four months commencing after
Transform Pack obtains additional financing for its operations.
Mr. Phillips will provide through Plus Marketing his consulting
services in developing and implementing marketing programs for
our product and office and clerical support for our marketing
efforts originating from his office in New Jersey. In April
2001, Transform Pack issued to Greg Phillips 100,000 shares of
common stock and 100,000 warrants to purchase common stock, all
valued at $75,500, as compensation for services to Transform
Pack. The warrant is exercisable at a price of USD $0.50 per
share and expires February 15, 2004. This is in addition the
compensation otherwise payable to Plus Marketing Corporation.
In March 2000, Transform Pack granted to Bruce Weitz options
to purchase 200,000 shares of common stock at an exercise price
of USD $1.00 per share exercisable for a term of three years. No
trading market for our common stock existed then. The option
price was based on Transform Pack's determination that the
exercise price is equal to or greater than the fair value of its
common stock.
In September 2000, Transform Pack obtained a loan from Bruce
Weitz, a director, in the amount of $154,230. In February 2001,
Mr. Weitz converted the loan and contributed an additional
$153,736 to acquire common stock and warrants of the Company. As
a result, Mr. Weitz contributed a total of CDN $307,966 to
Transform Pack to acquire 408,000 shares of the Company's common
stock and a warrant to purchase an additional 408,000 shares of
common stock at an exercise price of USD $0.50 per share that
expires February 15, 2004.
Robert Talbot, a nominee for election as a director of
Transform Pack, is also a partner in the law firm of Talbot
Martel, which represents Transform Pack on various legal matters
from time to time.
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FORM 10-KSB
Upon written request, Transform Pack will provide to
stockholders, without charge, a copy of our Annual Report on Form
10-KSB for the year ended May 31, 2001, as filed with the
Securities and Exchange Commission. Requests should be directed
to Nathalie Cormier, Secretary, Transform Pack International,
Inc., PO Box 1354, 310 Baig Boulevard, Moncton, NB, Canada E1C
8T6. This Report is also available from the Securities and
Exchange Commission's Internet web site, http://www.sec.gov.
OTHER MATTERS
As of the date of this Information Statement, our board
knows of no other matters that may come before the Annual
Meeting.
Dated: October 9, 2001
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