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 June 12, 2008
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 June 12, 2008, at 10:00
A.M. at the Company's headquarters at 2121 Blount Road, Pompano Beach, Florida,
33069, for the following purposes:
1. To elect five (5) directors to hold office until the Annual Meeting of
Shareholders in 2009.
2. To ratify the engagement of Berenfeld, Spritzer, Shechter & Sheer,
Certified Public Accountants as the Company's independent auditors for
calendar year 2008.
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 May 12, 2008,
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 May 12, 2008,
will be available for inspection during business hours from June 1, 2008,
through June 11, 2008, 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/ Lisa R. Aho
-----------------------------------
Secretary
Dated: May 1, 2008
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, Inc. 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.
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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 June 12, 2008
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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 2008 Annual
Meeting of Shareholders (the "Meeting") to be held on June 12, 2008, or at any
adjournment or adjournments thereof. Only shareholders of record at the close of
business on May 12, 2008 (the "Record Date"), are entitled to vote at the
Meeting. Proxy material is being mailed on or about May 12, 2008, 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 2008, 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 May 12, 2008, 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 her 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 2008. 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
shareholder nominees opposing the management 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
December 31, 2007, the Company had issued and there were outstanding 9,925,117
shares of Common Stock.
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ELECTION OF DIRECTORS
(Item No. 1 on Proxy Form)
Five directors will be elected at the Meeting. The enclosed proxy,
unless otherwise specified, will be voted to elect as directors the five
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 except one 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 12, 2008 Since With the Company
- ------- -------------- -------- ----------------
Richard E. Aho 64 1993 Chairman of the
Board of Directors
Alvin A. Hirsch 64 2007 Director, President and
Chief Executive Officer
Leslie J. Aho 51 1993 Director, Vice President
of Operations and Production
George R. Shelley 77 1999 Director
David S. Allsopp 75 -- Director Nominee
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 12, 2008 with Company Executive Officer
- ---- ------------ ------------ -----------------
Alvin A. Hirsch 64 President and Chief 2001
Executive Officer
Robert M. Fernandez 61 Senior Executive Vice President 2008
Lisa R. Aho 41 Secretary 2007
Peter Myers 37 Treasurer and Controller 2007
Each Executive Officer is elected to serve at the discretion of the Board of
Directors. Mr. Hirsch is employed pursuant to an Executive Employment Agreement
through June 30, 2008.
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 is the Company's Chairman of the Board of Directors.
He 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 was President
and Chief Executive Officer of the Company from December 28, 1993 to June 20,
2007. 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.
Alvin A. Hirsch joined the Company in August 1996 as a financial
management consultant, became the Secretary, Treasurer and Chief Financial
Officer on December 1, 2001 and became the President and Chief Executive Officer
on June 20, 2007. Mr. Hirsch has been the President of Hirsch & Company, Inc., a
management consulting firm, since 1986. Mr. Hirsch has served as chief operating
officer, chief financial officer, secretary or treasurer of several public and
private companies during the past 25 years. He served as a Vice President of
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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.
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. Mr. Shelley is currently the Company's sole
"Independent Director" because he has no relationship with the Company nor its
affiliates which would interfere with the exercise of independent judgment in
carrying out his responsibilities as director.
Leslie J. Aho has 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 January 2008, Ms. Aho became the Vice President of
Operations and Production of Mile Marker, Inc. She is the former wife of Richard
Aho.
David S. Allsopp is a private investor who has been a shareholder in
the Company and an investment banker to the Company since 1994. Mr. Allsopp was
previously a principal with Pennsylvania Merchant Group Ltd., an investment bank
and venture capital firm.
Robert M. Fernandez joined the Company on January 2, 2008 as Senior
Executive Vice President for Strategic Marketing. He is the Company's Executive
Officer responsible for the Company's sales and marketing functions. Prior to
joining the Company, Mr. Fernandez was the Vice President for Strategic
Marketing for a South Florida pump company with international sales. Mr.
Fernandez retired from the U.S. Army in 1999 as a Colonel and is a Registered
Professional Engineer. He holds a Masters of Engineering Degree from the
University of California, Berkley, and is a graduate of the Army War College.
Lisa R. Aho has worked for the Company since March of 2003 and became
Sales Manager of Mile Marker, Inc. in September of 2003. On June 20, 2007, she
was appointed Secretary of the Company. Prior to joining the Company in 2003,
she managed international sales for Nike, Inc. in the Americas
Peter Myers joined the Company on July 1, 2007 as the Controller of
Mile Marker, Inc. On September 20, 2007, he was appointed Treasurer of the
Company. Mr. Myers previously worked for Siemens Communications, Inc. and DHL
Worldwide Express in various finance and accounting capacities.
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Board Meetings
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There were 14 meetings of the Company's Board of Directors in 2007. All
members of the Board attended 14 meetings except George Shelley, who attended 13
meetings.
Board Committees
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The Company has appointed an Executive Committee of the Board of Directors
consisting of Richard Aho, the Chairman of the Board; Alvin Hirsch, the
President and Chief Executive Officer; and George Shelley, the Company's
Independent Director, to act in an advisory capacity to the Company's Chief
Executive Officer and the Board of Directors.
The Board as a whole acts as the Company's Audit Committee. The Board of
Directors of the Company has determined that the cost of having a financial
expert on its Board of Directors is uneconomical, given the size of the Company.
The Company has no Nominating Committee because the Directors constitute the
controlling shareholders of the Company. The Company does not have a
Compensation Committee. The Board of Directors determines the compensation of
the Company's Executive Officers, with any Executive Officer who is also a
director abstaining from voting on their own compensation. The Company's
compensation policy for its Executive Officers and managers is determined by the
financial results of the Company. Base salaries have historically been
supplemented by cash performance bonuses determined by the Board of Directors
generally based on the prior year's financial results.
Shareholder Meetings
- --------------------
All Directors attended the prior year's annual meeting and are expected
to attend the 2008 Annual Shareholders Meeting. Representatives of the Company's
independent auditors are expected to attend the 2008 Annual Shareholders
Meeting, will have an opportunity to make statements and will be available to
respond to appropriate questions.
Family Relationships
- --------------------
Leslie Aho is the former spouse of Richard Aho.
Drew Aho is the son of Richard Aho.
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.
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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," within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended. As of December 31, 2007, the Company had issued 10,181,117
and had outstanding 9,925,117 shares of common stock. In addition, as of
December 31, 2007, the Company had stock options outstanding for 189,000 shares
of common stock and subordinated unsecured notes with rights of conversion into
697,222 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)(3)(4) 4,332,375 40.07%
2121 Blount Road
Pompano Beach , FL 33069
Leslie J. Aho (1)(3)(4)(6) 1,533,750 14.19%
2121 Blount Road
Pompano Beach , FL 33069
George R. Shelley (1)(4)(6) 685,000 6.34%
1412 S.W. 13th Court
Pompano Beach, FL 33069
David S. Allsopp (7) 560,456 5.18%
37 Cadogan Place
London, England SWIX-9RX
Alvin A. Hirsch (1)(2)(4) 122,304 1.13%
2121 Blount Road
Pompano Beach, FL 33069
Lisa R. Aho (2)(5) 55,000 0.51%
2121 Blount Road
Pompano Beach, FL 33069
All Executive Officers and 5,790,135 53.56%
Directors as a Group (6 persons)
(1) Director
(2) Officer
(3) Includes 1,498,750 shares owned by Leslie Aho, of which Richard Aho is
the beneficial owner by virtue of a September 14, 2001 Shareholders
Agreement. Includes beneficial ownership of 158,000 shares held by
Richard Aho's wife and his step-daughter.
(4) Includes vested but unexercised Incentive Stock Options.
(5) Excludes 269,000 shares held by Mrs. Aho's husband and daughter in
which she disclaims any beneficial ownership.
(6) Includes the conversion value of shares pursuant to the Company's 10%
Subordinated Unsecured Convertible Notes.
(7) Includes the conversion value of shares pursuant to $250,000 of the
Company's 11% Senior Subordinated Unsecured Convertible Notes.
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EXECUTIVE COMPENSATION
The following table and notes present for the three years ended
December 31, 2007, 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 2007 $268,693 $10,000 $22,331 (1)(3) 0
Chairman of the Board 2006 $280,000 $0 $12,000 (1) 0
President and Chief Executive 2005 $280,000 $156,250 $12,000 (1) 0
Officer to 6/20/2007
Alvin A. Hirsch 2007 $153,081 $0 $13,200 (1)(2) 0
President and Chief Executive 2006 $168,000 $0 $7,200 (2) 0
Officer from 6/20/2007 2005 $168,000 $30,000 $7,200 (2) 0
Secretary, Treasurer and Chief
Financial Officer to 6/20/2007
Drew V. Aho 2007 $161,215 $0 $15,706 (1)(3) 0
Executive Vice President 2006 $168,000 $0 $12,000 (1) 0
Until 3/31/2008 2005 $168,000 $50,000 $12,000 (1) 0
(1) - Directors Fees
(2) - Automobile Allowance
(3) - Other Perquisites
On July 1, 2007, the Company executed an Executive Employment Agreement with its
President and Chief Executive Officer for an annual salary of $150,000 through
June 30, 2008, plus a minimum performance bonus of $50,000.
During 2007, the Company granted one stock option at the market price for 10,000
shares of common stock to the Company's Treasurer. This option vests on April 1,
2008.
COMPENSATION OF DIRECTORS
Each of the Company's directors received directors' fees of $1,000 per month
during 2007.
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
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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 2007. 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. A representative of Berenfeld, Spritzer, Shechter & Sheer
is expected to be present at the Annual Meeting of Shareholders and will have
the opportunity to make a statement and answer shareholder questions.
The following table sets forth fees billed to the Company by the
Company's independent auditors for the years ended December 31, 2007 and
December 31, 2006 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, (iii) services rendered in connection with tax
preparation, compliance, advice and assistance, and (iv) all other services.
Services 2007 2006
-------- ---- ----
Audit Fees $67,735 $85,700
Audit- Related Fees $1,295 $8,222
Tax Fees $8,900 $13,768
All Other Fees $0 $1,000
---------------------------
Total Fees $77,930 $108,690
===========================
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, 2007, all reporting persons complied with
Section 16(a) filing requirements.
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DEADLINE FOR SHAREHOLDER PROPOSALS FOR 2008 ANNUAL
MEETING
Shareholder proposals which are intended to be presented by such
shareholders at the Company's 2009 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, 2008, in order to be considered for inclusion
in the proxy statement and form of proxy relating to the meeting. If the Company
is not notified of a shareholder proposal by February 15, 2009, 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 2007 Annual Report containing audited
financial statements, 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.
By Order of the Board of Directors
/s/ Lisa R. Aho
---------------------------
Secretary
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