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
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting Material Under Rule 14a-12
MILE MARKER INTERNATIONAL, 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)
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:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price of other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
(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.
Mile Marker International, Inc.
2121 Blount Road, Pompano Beach, Florida 33069
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 23, 2005
To the Shareholders of Mile Marker International, Inc.:
The Annual Meeting of Shareholders of Mile Marker International, Inc., a
Florida corporation (the "Company"), will be held on May 23, 2005, at 10:00 A.M.
at the Westin Hotel, 400 Corporate Drive, Fort Lauderdale, Florida, 33334,
located at I-95 and Cypress Creek Road, for the following purposes:
1. To elect four (4) directors to hold office until the Annual Meeting of
Shareholders in 2006.
2. To ratify the engagement of Berenfeld, Spritzer, Shechter & Sheer,
Certified Public Accountants as the Company's independent auditors for
calendar year 2005.
3. To act upon such other matters as may properly come before the
Meeting.
Holders of Common Stock of record at the close of business on April 15,
2005, are entitled to vote at the Meeting and any adjournment of the Meeting. A
list of the shareholders of the Company as of the close of business on April 15,
2005, will be available for inspection during business hours from May 10, 2005,
through May 20, 2005, at the Company's offices, 2121 Blount Road, Pompano Beach,
Florida 33069, and will also be available at the Annual Meeting.
By Order of the Board of Directors
/s/ Alvin A. Hirsch
-----------------------------------
Secretary
Dated: April 01, 2005
Important Notice:
If you do not plan to attend the Annual Meeting to vote your shares, please
complete, date, sign, and promptly mail the enclosed proxy form to Mile
Marker International in the enclosed stamped envelope at 2121 Blount Road,
Pompano Beach, Florida 33069 or fax the proxy form to the Secretary, Mile
Marker International, Inc., at 954-782-0770. Any person giving a proxy has
the power to revoke it at any time, and shareholders who are present at the
meeting may withdraw their proxies and vote in person.
MILE MARKER INTERNATIONAL, INC.
2121 Blount Road
Pompano Beach, Florida 33069
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PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
To be held May 23, 2005
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This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Mile Marker International, Inc. (the "Company"), a
Florida corporation, of the accompanying proxy for use at the 2005 Annual
Meeting of Shareholders (the "Meeting") to be held on May 23, 2005, or at any
adjournment or adjournments thereof. Only shareholders of record at the close of
business on April 15, 2005 (the "Record Date"), are entitled to vote at the
Meeting. Proxy material is being mailed on or about April 20, 2005, to the
Company's shareholders of record on the Record Date. All references to the
Company herein include its subsidiaries.
THE PROXY
Shares of Common Stock represented by a duly executed proxy received by the
Company will be voted in accordance with the instructions contained therein and,
in the absence of specific instructions, will be voted FOR the election as
directors of the persons nominated by the Board of Directors, FOR the
ratification of the Board's engagement of Berenfeld, Spritzer, Shechter & Sheer,
Certified Public Accountants, as the Company's independent auditors for calendar
year 2005, and, in accordance with the judgment of the persons voting the proxy,
on any other matter that may properly come before the Annual Meeting. The
execution of a proxy will not affect a shareholder's right to attend the Annual
Meeting and to vote in person. A shareholder may revoke a proxy at any time
before it is voted at the Annual Meeting by written notice delivered to the
Secretary of the Company.
This Proxy Statement and the accompanying proxy are being mailed on or
about April 20, 2005, to shareholders entitled to vote at the Annual Meeting.
The cost of solicitation of proxies will be borne by the Company. In addition to
the use of the mails, proxy solicitations may be made by telephone and personal
contact by officers, directors and employees of the Company. The Company will,
upon request, reimburse brokerage houses and persons holding shares in their
names or in the names of nominees for their reasonable expenses incurred in
sending soliciting material to their principals.
Shareholders who execute proxies retain the right to revoke them by notifying
the Company at any time before they are voted. Such revocation may be effected
by execution of a subsequently dated proxy, or by a written notice of
revocation, sent to the attention of the Secretary at the address of the
Company's principal office set forth above in the introductory paragraph to this
Proxy Statement or delivered to him at the Meeting. Unless so revoked, the
shares represented by proxies, if received in time, will be voted in accordance
with the directions given therein. If no direction is given, a properly executed
proxy will be voted in favor of the election of directors and for the
ratification of the engagement of Berenfeld, Spritzer, Shechter & Sheer,
Certified Public Accountants, as the Company's independent auditors for calendar
year 2005. A plurality of the votes cast at the Meeting shall be necessary to
elect a director and to ratify the Company's engagement of this firm as the
Company's independent auditors.
At the meeting ballots will be distributed with respect to each proposal to
be voted upon to the management proxy holders and each shareholder (or the
shareholder's proxy if not the management proxy holders) who is present and did
not deliver a proxy to the management proxy holders or another person. The
ballots shall then be tallied, one vote for each share owned of record, the
votes being in three categories: FOR, AGAINST or ABSTAIN, except in the case of
the proposal to elect directors, the three categories will be, with respect to
each director to be elected, FOR the management nominee, WITHHOLD AUTHORITY from
voting FOR the management nominee, or FOR another person to be elected as a
director. Any shareholder who submits a proxy, even though the shareholder
abstains as to one or more proposals, or who is present in person, shall be
counted for the purpose of determining if a quorum is present, a quorum being a
majority of the outstanding shares of the Common Stock. Because each of the
directors will be elected by a plurality of the votes cast at the meeting, an
abstention, whether by the shareholder of record or by a broker non-vote where
the broker or its nominee is the record holder for the shareholder, reduces the
number of votes cast for a particular nominee. Assuming that the voting for
director is limited to the nominees, an abstention, including a broker non-vote,
has no effect on the determination of who is elected. If there are one or more
nominees opposing the nominees, the candidates receiving the highest votes FOR
will be elected, regardless of how many shares ABSTAIN.
Each shareholder of record is entitled to cast, in person or by proxy, one
vote for each share of Common Stock, $.001 par value (the "Common Stock"), held
by such shareholder at the close of business on the Record Date. As of April 1,
2005, the Company had issued and there were outstanding 10,014,272 shares of
Common Stock.
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ELECTION OF DIRECTORS
(Item No. 1 on Proxy Form)
Four directors will be elected at the Meeting. The enclosed proxy, unless
otherwise specified, will be voted to elect as directors the four nominees named
below. Each director elected at the Meeting will serve until the next Annual
Meeting of Shareholders and until his or her respective successor is duly
elected and qualifies. Each nominee is a member of the current Board of
Directors. All nominees have consented to serve as directors. If a nominee
should not be available for election as contemplated, the management proxy
holders will vote for a substitute designated by the current Board of Directors.
The Board of Directors recommends a vote FOR the election to the Board of each
of the nominees which follow.
The following table sets forth certain information, as of the Record Date,
concerning the nominees for election as directors of the Company. For
information as to the shares of the Common Stock held by each nominee, see the
section "Voting Securities and Principal Holders Thereof" elsewhere in this
Proxy Statement.
Age As of Position
Nominee May 23, 2005 Since With Company
- ------- ------------ ----- ------------
Richard E. Aho 61 1993 Chairman of the Board,
President, and Chief
Executive Officer
Drew V. Aho 38 2001 Director, Executive Vice
President and Chief
Operating Officer
Leslie Aho 48 1993 Director and Production
Manager
George Shelley 74 1999 Director
Executive Officers
As of the Record Date, the Executive Officers of the Company were as follows:
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Age As of Officership(s) Year Became
Name May 23, 2005 with Company Executive Officer
- ---- ------------ ------------- -----------------
Richard E. Aho 61 President and Chief 1993
Executive Officer
Drew V. Aho 38 Executive Vice President 2001
and Chief Operating Officer
Alvin A. Hirsch 61 Secretary, Treasurer and 2001
Chief Financial Officer
Each Executive Officer is elected to serve at the discretion of the Board of
Directors.
Business History
The principal occupation of each executive officer and director of the
Company is set forth below. All of the executive officers and directors are
elected annually, or until their successors have been duly elected.
Richard E. Aho formed Mile Marker, Inc., in 1984 to produce and market a
series of new products in the automotive market. In 1980, Mr. Aho founded 4X4
Savings, Inc., a predecessor of Mile Marker, Inc. to sell a cost-saving product
that was designed for the 4-wheel drive segment of the automotive industry. Mr.
Aho became Chairman and Chief Executive Officer of the Company on December 28,
1993. Mr. Aho's expertise is in engineering research, new product design and
development and contract manufacturing negotiations. He has received numerous
U.S. and foreign patents on Mile Marker products.
Drew V. Aho has worked for the Company since its inception, with
responsibilities for purchasing, engineering, marketing, product development and
sales. He became Vice President of the Company in 1989 and Executive Vice
President in 2001. He is the Company's Chief Operating Officer and is the
Executive Officer responsible for the Company's sales and marketing functions.
He was elected to the Company's Board of Directors in 2001. Drew Aho is the son
of Richard Aho.
George R. Shelley was elected to the Board of Directors in 1999. Mr.
Shelley currently serves as President of Autoart Investments, Inc. He retired in
1988 as Vice President of Alco Standard, Inc., which purchased Shelley
Manufacturing Company in 1971.
Leslie J. Aho had worked for the Company since its inception, was the
Secretary, Treasurer from 1993 to 2001 and has been a Director of the Company
since 1993. Before September 2001, she was the officer responsible for the
Company's production planning, assembly, warehousing, shipping and human
resources management. In March 2004, Ms. Aho became the Company's Production
Manager. She is the former wife of Richard Aho.
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Alvin A. Hirsch joined the Company as Secretary, Treasurer and Chief
Financial Officer on December 1, 2001. Mr. Hirsch has been the President of
Hirsch & Company, Inc., a management consulting firm, since 1986. Mr. Hirsch has
also served as chief operating officer, chief financial officer, secretary or
treasurer of several public and private companies during the past 22 years. He
served as a Vice President of Bankers Trust Company and the Managing Director of
Bankers Trust Australia during the period 1970-1983. Mr. Hirsch has an MBA
Degree in Finance from New York University.
Board Meetings
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There were ten meetings of the Company's Board of Directors in 2004. All
members of the Board attended nine meetings except George Shelley, who attended
all ten meetings.
Board Committees
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There are no committees of the Board of Directors of the Company. The
Company has no Nominating Committee because the Directors constitute the
controlling shareholders of the Company.
Shareholder Meetings
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All Directors attended the prior year's annual meeting and are expected to
attend the 2005 Annual Shareholders Meeting. Representatives of the Company's
independent auditors are expected to attend the 2005 Annual Shareholders
Meeting, will have an opportunity to make statements and will be available to
respond to appropriate questions.
Family Relationships
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Richard and Drew Aho are father and son.
Shareholder Communications with Directors
- -----------------------------------------
Shareholders of the Company may contact any of the Directors by writing to
them at Mile Marker International, Inc., 2121 Blount Road, Pompano Beach,
Florida, 33069. The Company has not established any formal policy on the matter
of shareholder communications with members of its Board.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The table below sets forth information with respect to the beneficial
ownership of the Company's common stock by (i) each person who is known to be
the beneficial owner of more than five percent of the Company's common stock,
(ii) all directors and nominees, (iii) each executive officer, and (iv) all
directors and executive officers as a group. Unless otherwise indicated, the
Company believes that the beneficial owner has sole voting and investment power
over such shares. The Company does not believe that any shareholders act as a
"group," as that term is defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended. As of April 01, 2005, the Company had issued 10,215,272
and had outstanding 10,014,272 shares of common stock.
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Name and Address Number of Shares Percentage of
of Common Stock of Common Stock Common Stock
Beneficial Owner Beneficial Owned Ownership
- ----------------------------- --------------------- -------------------
Richard E. Aho (1)(2)(3)(4) 4,581,375 44.65%
2121 Blount Road
Pompano Beach, FL 33069
Depository Trust Company 3,020,992 30.17%
7 Hanover Square
New York, NY 10004
Leslie J. Aho (1)(3)(4)(5) 1,648,750 16.07%
2121 Blount Road
Pompano Beach, FL 33069
Ilona Ivanoff 614,350 5.99%
725 Kalama River Road
Kalama, WA 98625
George R. Shelley (1)(4) 610,000 5.94%
1412 S.W. 13th Court
Pompano Beach, FL 33069
Drew V. Aho (1)(2)(4)(6)(7) 290,000 2.83%
2121 Blount Road
Pompano Beach, FL 33069
Alvin A. Hirsch (2)(4) 124,304 1.21%
2121 Blount Road
Pompano Beach, FL 33069
All Executive Officers and 5,615,679 54.72%
Directors as a Group (5 persons)
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(1) Director
(2) Officer
(3) Includes 1,638,750 shares owned by Leslie Aho, of which Richard Aho is the
beneficial owner by virtue of a September 14, 2001 Shareholders Agreement.
(4) Includes Incentive Stock Options.
(5) Leslie J. Aho is the former wife of Richard E. Aho
(6) Drew V. Aho is the son of Richard E. Aho
(7) Includes 50,000 shares held in trust for Mr. Aho's daughter but excludes
55,000 shares held by Mr. Aho's wife, in which he disclaims any beneficial
ownership
_________________________________
EXECUTIVE COMPENSATION
The following table and notes present for the three years ended December
31, 2004, all compensation paid by the Company to all executive officers whose
total compensation exceeded $100,000 in any of the years ended December 31:
Summary Compensation Table LONG TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------------------------- -----------------------
Officer Name and Fiscal Other Annual Securities Underlying
Principal Position Year Salary Bonus Compensation Options/SARs
- ------------------------------------------------------------------------------------------ -----------------------
Richard E. Aho 2004 $213,846 $80,000 $12,000 (1) 75,000
President and Chief 2003 $203,846 $40,000 $3,600 (1) 100,000
Executive Officer 2002 $184,000 $25,000 $23,048 (1)(2)
Drew V. Aho 2004 $138,000 $50,000 $13,200 (1)(3) 35,000
Executive Vice President 2003 $110,015 $25,000 $9,600 (1)(3) 50,000
and Chief Operating Officer
Alvin A. Hirsch 2004 $128,308 $30,000 $6,000 (3) 25,000
Secretary, Treasurer and 2003 $122,308 $15,000 - 30,000
Chief Financial Officer
(1) - Directors Fees
(2) - Share Assignment Fee
(3) - Automobile Allowance
On November 1, 2004, the Company executed three-year Executive Employment
Agreements with its President/CEO for an annual salary of $280,000, its
Executive Vice President/COO for an annual salary of $168,000 and its Secretary/
Treasurer/CFO for an annual salary of $168,000.
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Option/SAR Grants in 2004
- -------------------------
Individual Grants
- ------------------------------------------------------------------------------------------------------
Number of % of Total Exercise Grant
Name of Securities Options/SARs Price Date
Executive Underlying Options/ Granted in 2004 ($ per Expiration Present
Officer SARs Granted to Employees Share) Date Value ($)
- ------------------------------------------------------------------------------------------------------
Richard E. Aho 75,000 34.48% $3.47 6/21/2009 $58,399
Drew V. Aho 35,000 16.09% $3.15 6/21/2009 $29,449
Alvin A. Hirsch 25,000 11.49% $3.15 6/21/2009 $21,035
Aggregate Options Exercised in Last Fiscal Year and Year-End Option Values
- ------------------------------------------------------------------------------------------
Number of Value of
Number Value Shares for In-the-Money
Name of of Shares Realized Unexercised Unexercised
Executive Acquired on Exercisable Exercisable
Officer on Exercise Exercise Options Options
- ------------------------------------------------------------------------------------------
Richard E. Aho 75,000 $180,000 100,000 $94,750
Drew V. Aho 50,000 $124,500 35,000 $22,750
Alvin A. Hirsch 30,000 $80,700 25,000 $16,250
COMPENSATION OF DIRECTORS
Each of the Company's four directors received directors' fees of $12,000 during
2004. One of the Company's directors also received $5,500 in consulting fees
during 2004 pursuant to a Consulting Agreement that has since been terminated.
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RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Item No. 2 on Proxy Form)
Berenfeld, Spritzer, Shecter & Sheer, has been selected by the Board of
Directors to serve as the Company's independent auditors for the current fiscal
year. The Board of Directors recommends that shareholders vote FOR the
ratification of the appointment of Berenfeld, Spritzer, Shechter & Sheer as our
auditors.
Berenfeld, Spritzer, Shechter & Sheer, Certified Public Accountants, and
its predecessors, Puritz and Weintraub, LLP, have served as the Company's
independent auditors for the years 2001 through 2004. During this period, there
have been no disagreements with the Company's independent auditors on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of the independent auditors, would have caused them to make
reference to the subject matter of any such disagreement in their reports on the
financial statements.
The following table sets forth fees billed to the Company by the Company's
independent auditors for the years ended December 31, 2004 and December 31, 2003
for (i) services rendered for the audit of the Company's annual financial
statements and the review of the Company's quarterly financial statements, (ii)
services rendered that are reasonably related to the performance of the audit or
review of the Company's financial statements that are not reported as Audit
Fees, and (iii) services rendered in connection with tax preparation,
compliance, advice and assistance.
Services 2004 2003
-------- ---- ----
Audit Fees $49,125 $37,200
Audit-Related Fees $1,500 $0
Tax Fees $3,300 $5,000
All Other Fees $3,350 $0
------------ ------------
Total Fees $57,275 $42,200
============ ============
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange requires the Company's executive officers and
directors, and persons who hold more than ten percent (10%) of a registered
class of the Company's equity securities, to file with the Securities and
Exchange Commission certain reports regarding ownership of, and transactions in,
the Company's securities. Such executive offices, directors and 10% stockholders
are also required by Securities and Exchange Commission rules to furnish the
Company with copies of all Section 16(a) forms that they filed. Based solely on
a review of the copies of such forms received by it, the Company believes that
for the year ended December 31, 2004, all reporting persons complied with
Section 16(a) filing requirements.
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DEADLINE FOR SHAREHOLDER PROPOSALS FOR 2006 ANNUAL
MEETING
Shareholder proposals which are intended to be presented by such
shareholders at the Company's 2006 Annual Meeting of Shareholders must be
received by the secretary of the Company at the Company's principal executive
offices no later than December 15, 2005, in order to be considered for inclusion
in the proxy statement and form of proxy relating to the meeting pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934. If the Company is not
notified of a shareholder proposal by February 15, 2006, then the proxy held by
management of the Company may provide the discretion to vote against such
shareholder proposal even though such proposal is not included in the proxy
statement and form of proxy.
SOLICITATION OF PROXIES
The solicitation of proxies on the enclosed form of proxy is made by and on
behalf of the Board of Directors of the Company and the cost of this
solicitation is being paid by the Company. In addition to the use of the mails,
proxies may be solicited personally, or by telephone or telegraph, by officers
of the Company or its subsidiaries. We will reimburse brokers, fiduciaries,
custodians and other nominees for out-of-pocket expenses incurred in sending our
proxy materials to, and obtaining instructions relating to proxy materials from,
beneficial owners.
OTHER MATTERS
Our Board of Directors is not aware of any business to be conducted at the
Annual Meeting of Shareholders other than the proposals described in this proxy
statement. Should any other matter requiring a vote of the shareholders arise,
the persons named in the accompanying proxy card will vote in accordance with
their best judgment. A copy of our 2004 Annual Report on Form 10-KSB, including
financial statements, as filed with the Securities and Exchange Commission is
being included herewith. Additional copies may be obtained without charge upon
written request to the Corporate Secretary, Mile Marker International, Inc.,
2121 Blount Road, Pompano Beach, Florida 33069. It is also available on the
Securities and Exchange Commission's website at http://www.sec.gov.
By Order of the Board of Directors
/s/ Alvin A. Hirsch
-----------------------------------
Secretary
10
Mile Marker International, Inc.
2121 Blount Road, Pompano Beach, FL 33069
***PROXY***
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Alvin A. Hirsch as Proxy with the power to
appoint his substitute, and hereby authorizes him to represent and to vote, as
designated below, all shares of Common Stock of Mile Marker International, Inc.,
held of record by the undersigned on April 15, 2005, at an Annual Meeting of
Shareholders to be held on May 23, 2005, or any adjournment thereof.
1. FOR THE ELECTION OF THE FOLLOWING PERSONS AS DIRECTORS:
RICHARD E. AHO: _____ FOR _____ AGAINST _____ ABSTAIN
DREW V. AHO: _____ FOR _____ AGAINST _____ ABSTAIN
GEORGE R. SHELLEY: _____ FOR _____ AGAINST _____ ABSTAIN
LESLIE J. AHO: _____ FOR _____ AGAINST _____ ABSTAIN
2. RATIFICATION OF THE COMPANY'S ENGAGEMENT OF THE FIRM OF BERENFELD,
SPRITZER, SHECHTER & SHEER AS THE COMPANY'S INDEPENDENT AUDITORS FOR
CALENDAR YEAR 2005.
FOR ___________ AGAINST ___________ ABSTAIN ____________
3. In their discretion, the Proxy is authorized to vote upon such other
business as may properly come before the Meeting or any adjournments of 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 each of the director nominees and FOR Proposals 2 and 3.
Please sign exactly as your name appears on your certificate. When shares are
held by joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
office. If a partnership, please sign in partnership name by an authorized
person.
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Page 2 of Proxy for May 23, 2005, Annual Shareholders Meeting
Dated: ___________________, 2005
Number of shares held: ____________________________
Signature ___________________________________
_______________________________________________
Please Type or Print Your Name(s)
If you have had a change of Address, please print or type your new address
on the lines below:
__________________________________________________
__________________________________________________
__________________________________________________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
THANK YOU.
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