UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by:
[X] Registrant
[ ] Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
CONFIDENTIAL, FOR USE OF THE COMMISSIOM ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec.240.14a-12
ADAIR INTERNATIONAL OIL AND GAS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy 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 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies: COMMON
STOCK
2) Aggregate number of securities to which transaction applied:
150,000,000
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: NO FEE REQUIRED
[ ] Fee paid previously with preliminary materials.
[ ] Fee paid previously with preliminary materials. Check box if any part of
the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
1
- --------------------------------------------------------------------------------
ADAIR INTERNATIONAL OIL AND GAS, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JULY 15, 2002
JUNE 10, 2002
THE ACCOMPANYING PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF ADAIR
INTERNATIONAL OIL AND GAS, INC. ("THE CORPORATION") FOR USE AT THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD AT THE CHASE CENTER AUDITORIUM AT 601 TRAVIS,
HOUSTON, TEXAS 77002, ON MONDAY, JULY 15TH, 2002 AT 9:00 A.M LOCAL TIME AND AT
ANY AND ALL ADJOURNMENTS THEREOF. EXECUTION OF A PROXY WILL NOT IN ANY WAY
AFFECT A SHAREHOLDER'S RIGHT TO ATTEND THE MEETING AND TO VOTE IN PERSON. ANY
SHAREHOLDER GIVING SUCH PROXY HAS THE RIGHT TO REVOKE IT AT ANY TIME BEFORE IT
IS VOTED. A PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED BY WRITTEN
NOTICE TO THE SECRETARY OF THE CORPORATION OR BY EXECUTING A NEW PROXY BEARING A
LATER DATE, OR BY VOTING IN PERSON AT THE MEETING. A PROXY, WHEN EXECUTED AND
NOT SO REVOKED, WILL BE VOTED IN ACCORDANCE THEREWITH. ALL EXPENSES IN
CONNECTION WITH THE SOLICITATION OF PROXIES WILL BE BORNE BY THE CORPORATION.
VOTING SECURITIES
RECORD DATE
The close of business on June 17th, 2002 by the Board of Directors of the
Corporation as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting. As of June 4, 2002, the Corporation
had outstanding 142,394,131 shares of common stock entitled to vote. The
presence in person or by proxy of the holders of a majority of the outstanding
shares of common stock is necessary to constitute a quorum at the meeting, but
if a quorum should not be present, the meeting may be adjourned from time to
time until a quorum is obtained. If a quorum is present, the vote of majority of
shares represented in person or by proxy will be required to approve the matters
specified herein to be voted upon.
---------------------------------------
THE CORPORATION, WITHOUT CHARGE, WILL PROVIDE A COPY OF ITS ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31ST, 2001 TO EACH RECORD OR
BENEFICIAL OWNER OF ITS COMMON STOCK ON THE RECORD DATE. THERE WILL BE A CHARGE
FOR COPIES OF THE EXHIBITS TO THE REPORT. SUCH REQUESTS SHOULD BE DIRECTED TO:
ADAIR INTERNATIONAL OIL AND GAS, INC.; 3000 RICHMOND AVENUE, SUITE 100; HOUSTON,
TX 77098, ATTENTION: JOHN W. ADAIR, C.E.O.
BENEFICIAL OWNERSHIP
The following sets forth information with respect to shares of the
outstanding common stock owned by the directors and executive officers of the
Company as of March 25, 2002.
Name and Address Amount and Nature of
Title of Class of Beneficial Owner Beneficial Ownership Percent of Class
- -------------- ---------------------- --------------------- -----------------
Common Stock John W. Adair 10,400,101 7.8%
Houston, Texas
Common Stock Jalal Alghani 10,384,000 (1) 7.8%
Houston, Texas
Common Stock Dr. John Eftekhar Ph.D 1,198,000 0.89
(1) Includes 8,724,005 shares owned directly, and 1,659,995 shares owned
indirectly through a trust for the benefit of the daughter of Mr. Alghani.
2
ELECTION OF DIRECTORS
All directors of the Corporation are elected annually. At this meeting,
three directors are to be elected to serve for one year or until their
successors are elected and qualified. The Corporation's nominees for these
directorships are listed with brief statements setting forth the present
principal occupations and other biographical information concerning each and the
number of shares of common stock of the Corporation beneficially owned by each
as of March 25, 2002. The proxies will be voted for such persons, as the
Corporation shall determine unless a contrary specification is made in the
proxy. The Corporation does not anticipate that any nominee will be unable to
serve. The Corporation does not have a standing audit or nominating committee,
but does have a compensation committee at this time. The Board met three times
during the last fiscal year. The following are nominees to serve as directors of
the Corporation.
Name Age Position with Company
---- --- -----------------------
John W. Adair 59 Chairman of the Board, Chief Executive
Officer and Director
Jalal Alghani 42 Chief Financial Officer and Director
Dr. John Eftekhar Ph.D 50 President
Directors of the Company are elected annually. Officers of the Company are
selected by the board of directors and serve at the pleasure of the board. No
director of the Company serves on the board of directors of any other company,
which is a reporting company under the Securities Exchange Act of 1934. No
person serving as a director or executive officer of the Company is related to
any other director or executive officer of the Company.
All officers and directors have sole voting and investment power for the
shares listed after their names except as noted in the footnotes above.
BUSINESS EXPERIENCE OF NOMINEES:
JOHN W. ADAIR/CHAIRMAN & CEO: Mr. Adair has approximately twenty-five years
experience in engineering and construction in the oil and gas industry. This
experience includes exploration/production, oil refining, drilling, pipeline
transportation, trading natural gas and international crude oil, mineral leases,
royalty procedures, contracts, environmental reclamation and oil field fire
fighting. Mr. Adair, from1995 until 1997 was President and Chief Executive
Officer of DRESSER ENGINEERING Company. He was responsible for day-to-day
leadership operations of multi-discipline engineering company with extensive
expertise in natural gas processing, pipelines, refineries, petrochemical
projects, and civil engineering. The company's clients were the major oil and
gas companies of the world and included domestic as well as international
projects. Mr. Adair negotiated the Memorandum of Understanding and Production
Sharing Agreement for Oil Exploration in the Republic of Yemen while he was
President and Chief Executive Officer of Adair Oil International & Gas, Inc.,
which was formed in 1988, prior to his tenure as President of Dresser
Engineering. Mr. Adair formed Adair Construction, Inc. in 1971 and was
responsible for the construction and planning of all phases of residential
development and the necessary coordination with the controlling authorities. Mr.
Adair supervised engineers, land planners, architects, surveyors, and
subcontractors. He planned and constructed streets, sewer systems, platting of
land, commercial buildings, homes, feasibility studies and utility systems. Mr.
Adair retired as a Navy CAPTAIN from the Naval Air Reserve and has held a number
of responsible positions including the Commanding Officer of the reservists
aboard the aircraft carrier USS CARL VINSON. Mr. Adair is a decorated Vietnam
War veteran and flew 200 combat missions while attached to the Air Wing Attack
squadrons aboard USS ENTERPRISE and USS AMERICA. He is a member of the SOCIETY
OF PETROLEUM ENGINEERS. Mr. Adair received a B.A. and an M.A. from Northeastern
State University where he was on the President's Honor Roll and Rho Theta Sigma
Honor Society. Mr. Adair is actively involved in many organizations and
community boards. Mr. Adair is a member of NATIONAL WHO'S WHO of Administrators
& Executives and became Chairman and Chief Executive Officer of Roberts Oil and
Gas, Inc. in June of 1997 and the company's name was subsequently changed to
Adair International Oil and Gas, Inc. Mr. Adair served as Chairman of the
Cherokee Nation Election Commission in 1999 and coordinated the Carter
Foundation of former President Carter in conducting the recent tribal election.
He currently is serving as Chairman of the Cherokee Nation Election Commission
for it's upcoming election.
3
JALAL ALGHANI/CHIEF FINANCIAL OFFICER: Mr. Alghani received a B.S. degree
in Architecture and Urban Planning from the University of Southern California
(USC). He joined the Management Training Program of BANK OF AMERICA
(California), and received an M.B.A. degree in Investment Banking, which lead to
his job as a Vice President. Mr. Alghani has experience in international and
domestic banking in the United States, Europe, and the Middle East, which
includes private banking, commercial credit, real estate investment syndication,
assets conversion, mergers and acquisitions, public and private placement of
capital, and portfolio assets management. Mr. Alghani was Vice President of the
Western Region of Dresser Engineering, which specializes in Oil and Gas
Engineering Services. He is currently the Vice Chairman and Chief Financial
Officer of Adair Oil International, Canada. He has experience in Profit Sharing
Agreements (PSA), Royalty Contracts Negotiations, Joint Venture Agreements
(JVA), Joint Operating Agreements (JOA), financial risk assessment of oil and
gas exploration, seismic acquisition, drilling, pipeline transportation,
refining both oil and gas productions, cash flows and profit structure of
upstream and downstream operations of oil and gas. Mr. Alghani became Vice
Chairman and Chief Financial Officer of Roberts Oil and Gas, Inc, in June of
1997 subsequently Adair International Oil and Gas, Inc.
JOHN EFTEKHAR PHD/ PRESIDENT: Dr. John Eftekhar's educational background
includes a PhD. and M.S. degree in Mechanical Engineering from the University of
Texas (UT), Arlington, Texas. In 1989 Dr. Eftekhar served as an Associate and
Assistant Professor of Mechanical Engineering at the University of Texas, San
Antonio (UTSA) and the Director of the UTSA Power & Dynamics Systems Lab. Dr.
Eftekhar has also served as an Adjunct Professor of Graduate Engineering Program
at the University of Texas. In 1991 Dr. Eftekhar became Chairman of Mechanical
Engineering at UTSA and in 1999 became Chairman of UTSA Nuclear and Radiation
Safety. Dr. Eftekhar has also served in the capacity of analysis, energy, and
patent evaluation and was a Mechanical Engineering Design Consultant for the US
Air Force. He has completed consulting work for Southwest Research Institute,
Breen and Associates, Engineering Design and Energy Audit, Efficient Energy
Engineers, Energy Conservation and Power Generation and the Pouzim Company. Dr.
Eftekhar is also a registered Professional Engineer in the state of Texas,
number 59092. Dr. Eftekhar has professional memberships in the following:
American Society of Mechanical Engineers, Past Member of the Board (STS) and
Faculty Advisor to the American Society of Engineering Education and is a member
of Sigma XI Honorary Society. Dr. Eftekhar has over sixty publications related
to engineering design, energy and power generation, thermal storage systems,
measurements and instrumentation, non-destructive testing, expert systems,
component design and evaluation, accident reconstruction and has conducted
twelve (12) workshop/seminars in the areas of: Mechanical Design, Power and
Energy, Product Liability in Design, Physics and Engineering in Accident
Reconstruction, Engineer in Training and Safety. Dr. Eftekhar's accomplishments
and awards include the following: Fellow of American Society of Mechanical
Engineers (ASME), 2002 President's Distinguished Award of Service, 1996 Who's
Who Among America's Teachers, 1995 Sterling Who's Who (Top List), 1992 Who's Who
in America, 1990 Who's Who in American Education, 1990 Who's Who in South and
Southwest, Chair of Technical Activities, Elected to the US Air Force Scientific
Advisory Board, 1991 Selected by Citizens Ambassador Program to visit Russia as
a US Engineers Representative, Engineering Team Leader for the Technology
Transfer Team of San Antonio, Selected by American Society of Mechanical
Engineers as the representative of the US Mechanical Engineers to visit China
and Russia in 1989 among others.
4
EXECUTIVE OFFICERS
All Positions Currently Year First Elected
Name Held with the Corporation Term of Office to this Office
- -----------------------------------------------------------------------------------------
John W. Adair Chairman, C.E.O., Director 1 1997
Jalal Alghani Vice Chairman, Secretary, 1 1997
C.F.O. and Director
John Eftekhar PhD President 1 -------
All of the executive officers of the Corporation serve at the pleasure of the
Board of Directors, and do not have fixed terms. Executive officers of the
Corporation will be elected at the annual directors' meeting immediately
following the annual stockholders meeting.
The business experience of executive officers is set forth in detail above in
the section entitled "ELECTION OF DIRECTORS".
REMUNERATION
The following table sets forth the directors and officers of the
Corporation who received direct or indirect remuneration during fiscal 2001 and
the total aggregate remuneration of all executive officers and directors of the
Corporation as a group.
Salaries, Fee, Directors Insurance Benefits Aggregate of
Individual or Number Capacities In Fee, Commission or Reimbursement Contingent Forms
Of Persons in Group Which Served and Bonuses Personal Benefits of Remuneration
- -------------------------------------------------------------------------------------------------------------------------
John W. Adair C.E.O. and Director $ 240,000 (1) $ 0 $ 0
Jalal Alghani C.F.O. and Director 240,000 (1) 0 0
Earl K. Roberts President 105,000 (2) 0 0
Richard G. Boyce President Adair Expl 55,000 (3) 0 0
Officer and Directors as a Group $ 640,000 $ 0 $ 0
<FN>
(1) $240,000 was paid-in-kind with 1,818,518 shares of restricted stock for 12 months ending December 31, 2001.
(2) Paid in-kind with 745,029 shares of restricted stock . Mr. Roberts resigned effective December 31, 2000.
(3) Paid in-kind with 187,795 shares of restricted stock . Mr. Boyce resigned effective July 15, 2001.
The Company does not currently pay any cash director's fees, except for
expenses incurred for attending the board meetings. The director's receive
restricted stock of the Company as compensation.
5
The Corporation has no annuity, pension, retirement or similar plan or
arrangement for future payments to any officer or director other than direct
remuneration for services rendered in their capacities as officers, nor does it
have any stock purchase, profit-sharing, thrift or similar plans. If any
officers, directors, employees or their affiliates generate oil and gas
prospects deemed attractive by the Corporation, then the Board may authorize
compensation to such persons, probably in the form of a relatively small
overriding royalty interest. Officer's salaries for the ensuing year have not
yet been established.
TRANSACTIONS WITH RELATED PARTIES
The Corporation paid the following legal fees during the fiscal year ended
December 31, 2001:
Axelrod, Smith & Kirshbaum $21,964.49, Mr. Paul Smith $10,000.00 and Mr. Bryan
Yarnell $40,000.00. No other transaction with any other officer, director or
affiliates occurred during the fiscal year.
SHAREHOLDERS PROPOSALS
In the event that a shareholder desires to have a proposal formally
considered at the 2002 annual meeting and included in the proxy statement for
the meeting, the proposal must be received in writing by the Corporation at its
executive offices on or before June 28, 2002.
OTHER MATTERS
No other matter has been brought to the attention of the Board. If any
other matters not mentioned in the proxy statement are properly brought before
the meeting, the individuals named in the enclosed proxy intend to vote in
accordance with their best judgment on such matters.
By Order of the Board of Directors
John W. Adair
Chairman-CEO
June 4, 2002
6