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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 11/20/02 Trade Wind Communications Ltd 6-K 11/20/02 1:29 Clark Wilson/FA
Document/Exhibit Description Pages Size 1: 6-K Form 6-K for November, 2002 HTML 265K
| OMB APPROVAL |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2002
Commission File No. 000-32899
Trade Wind Communications Limited
(Translation of registrant's name into English)
Level 9, 220 George Street, Sydney, NSW Australia 2000
(Address of principal executive office)
[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F]
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ]
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82 -
TRADE WIND
COMMUNICATIONS TWC.V
Media Release 6th November 2002
TWC announces agreement for Xpedite to badge FlexML messaging engine for bill presentment & marketing on their network
Sydney Australia. Wednesday 6th November 2002. TradeWind Communications Limited ("TWC.V") and Xpedite Systems ("NASDAQ: PTEK") today announced that they had reached agreement whereby Xpedite will badge the TWC FlexML java/XML messaging engine and its products as a front end to their networks. Xpedite will initially focus on the Flexemessaging high volume bill presentment service EMdirect. Xpedite currently badges TWC's FlexeMedia service for targeted distribution of press releases.
"Flexemessaging's highly innovative and advanced messaging engine FlexML will enable Xpedite to offer customers a fully integrated mass messaging service, independent of the receiving device including fax, email or wireless technology, from their desktop" said Leigh Smart, Associate Vice President, Xpedite Systems, ANZ. "We will start by offering these new services to the Australian market and then intend to make them available for our New Zealand and South East Asian regional clients. If this is successful, we will look to licencing the technology and making it globally available to our clients" he said.
"We are very proud to have Xpedite as a client for FlexML" said Nick Bird, Chairman, TradeWind Communications Ltd. "Electronic distribution of personalised documents is a new growth sector, especially in the area of high volume electronic bill presentment. We look forward to further building our partnership with Xpedite and offering their customers other new products made possible by this new FlexML platform" he said.
FlexML is a technology platform developed by TradeWind Communications. It is a multi (delivery) channel messaging engine. It is XML based, 100% Java, scalable information management platform that can collate, format, merge, repurpose then deliver information to thousands of recipients, independent of the receiving device - fax, email, and wireless technology.
For the Board of Directors
/s/ Nick Bird
Chairman
Trade Wind Communications Limited
This press release contains potential forward-looking statements regarding the Company. The future performance of the Company involves risks and uncertainties that could cause actual results to differ materially. Such risks include competition and pricing pressures, dependence on telecommunication carriers, management of growth, customer turnover, technological change, government regulation, and unauthorised use of technology, systems failures and a variety of stock market risks.
About Trade Wind Communications Limited
Trade Wind Communications Limited (TSX-V:TWC.V and TRDWF. Pink Sheets) is a communications and messaging company operating that has grown from an original base in Australia and has two main business operations: -
a) Flexemessaging Division, a large scale messaging ASP with a leading edge proprietary technology platform, FLEXML, offering fax, email and mobile messaging solutions for electronic billing, marketing etc and other forms of electronic messaging communication
b) Voice and Data Systems, a systems integration provider for decision support systems, emergency services and utilities, network monitoring, large-scale data displays and paging infrastructure etc.
The company has a significant customer base of blue-chip Australian financial institutions and government agencies. Corporate management is located in Sydney.
Trade Wind Communications Limited is listed on TSX Venture Exchange (TSX-V) and trades under the symbol "TWC.V" and trades on the Pink Sheets under the symbol "TRDWF".
For more information please contact
TWC
Mal Hemmerling, Sydney, Australia, (61 2) 9250 8888
Web sites: http://www.flexemessaging.com.au
http://www.tradewind.com.au
http://www.tradecentre.com.au
About Xpedite
Xpedite (www.xpedite.com.au) helps companies manage information distribution to and from their customers through multimedia messaging solutions, including fax, e-mail, voice and wireless services. Similar to the traditional advertising model of using multiple communications channels such as television, radio and print, Xpedite offers customers an integrated approach to efficiently and effectively reach their target audiences. The company's dynamic service offerings include innovative solutions for high-volume, time-sensitive communications, such as bank statements, billing invoices, subscription renewals, promotional offers, and more. Xpedite processed approximately 2 billion messages in 2001 for a global client base that includes almost half of the Fortune 500, and such industry leaders as Boeing, Bank One, JP Morgan Chase, Marriott, Merck, Morgan Stanley, Nippon Life Insurance, and Xerox. Xpedite is a business unit of Ptek Holdings (NASDAQ: PTEK; www.ptek.com) and has sales offices in 30 locations throughout the United States and 25 international offices in 18 countries.
About Ptek Holdings, Inc.
Ptek Holdings, Inc. (NASDAQ: PTEK) is a leading provider of enhanced multimedia group communications services to the global enterprise marketplace. These solutions, which include conferencing, Web collaboration and messaging, are marketed under the Premiere Conferencing and Xpedite brand names. Ptek Holdings corporate headquarters is located at 3399 Peachtree Road NE, The Lenox Building, Atlanta, GA 30326. Additional information can be found at www.ptek.com.
TRADE WIND COMMUNICATIONS LIMITED
Level 9
220 George Street
Sydney, NSW 2000, Australia
NOTICE OF ANNUAL GENERAL MEETING
TO THE MEMBERS:
NOTICE IS HEREBY GIVEN that the annual general meeting of Trade Wind Communications Limited (the "Company") will be held at the offices of the Company at Level 9, 220 George Street, Sydney, Australia on Wednesday, the 18th day of December, 2002 at the hour of 11:30 o'clock in the forenoon (Australia time) (being Tuesday, December 17, 2002 at the hour of 4:30 o'clock in the afternoon, Vancouver time) to transact the usual business of an annual general meeting and for the following purposes:
1. To receive and consider the Report of the Directors to the Members.
2. To receive and consider the financial statements of the Company, together with the auditor's report thereon for the fiscal year ended June 30, 2002.
3. To consider and, if thought fit, to approve an ordinary resolution to set the number of directors at five (5).
4. To elect directors to hold office until the next annual general meeting of the Company.
5. To consider and, if thought fit, to approve an ordinary resolution authorizing the directors of the Company to appoint up to one-third of the number of directors elected either to fill a casual vacancy or as an addition to the existing board of directors.
6. To appoint an auditor for the Company to hold office until the next annual general meeting of the Company.
7. To authorize the directors to fix the remuneration to be paid to the auditor for the Company.
8. To consider and, if thought fit, to approve an ordinary resolution amending the Company's 2000 Stock Option Plan (the "Plan") by increasing the number of shares available under the Plan from 3,699,956 common shares to 6,543,974 common shares.
9. To transact such further or other business as may properly come before the meeting and any adjournment or adjournments thereof.
A Proxy Statement and Information Circular and Proxy Form accompany this Notice of Meeting. These documents provide additional information relating to the matters to be dealt with at the Meeting and form part of this Notice of Meeting.
The share transfer books of the Company will not be closed, but the Board of Directors has fixed November 13, 2002 (Sydney time) (being November 12, 2002 Vancouver time) as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Proxy Statement and Information Circular.
If you are unable to attend the Meeting in person, please complete, sign and date the enclosed Proxy Form and return the same in the enclosed return envelope provided for that purpose. If you receive more than one Proxy Form because you own shares registered in different names or addresses, each Proxy Form should be completed and returned. The completed form of proxy must be received by the Company or by Pacific Corporate Trust Company by mail or by fax, at any time up to and including 11:30 a.m. on December 16, 2002, Sydney time or 4:30 p.m. on December 15, 2002, Vancouver time or with the Chairman of the Meeting on the date of the Meeting prior to 11:30 a.m. on December 18, 2002, Sydney time or 4:30 p.m. on December 17, 2002, Vancouver time.
You may also vote your shares not later than 48 hours prior to the commencement of the Meeting (or if adjourned or postponed, any reconvening of thereof) through Pacific Corporate Trust Company's Internet or Telephone Voting Services. Internet voting can be completed online at http://www.stocktronics.com/webvote. Telephone voting can be completed by calling 1-888-Tel-Vote (1-888-835-8683). If you choose to vote your shares through the Internet or Telephone Voting Services, you will be required to provide your confidential personal identification number (PIN) specified on the enclosed Proxy Form.
The Chairman of the Meeting has the discretion to accept proxies filed, or votes effected through the Internet or Telephone Voting Services, less than 48 hours prior to the commencement of the Meeting (or, if adjourned or postponed, any reconvening thereof).
Please advise the Company of any change in your address.
DATED at Sydney, Australia, this 15th day of November, 2002.
By Order of the Board of
TRADE WIND COMMUNICATIONS LIMITED
/s/ Malcolm Hemmerling
Malcolm Hemmerling
Chief Executive Officer
TRADE WIND COMMUNICATIONS LIMITED
Level 9
220 George Street
Sydney, NSW 2000, Australia
Telephone: 61-2-9250-8888
Fax: 61-2-9250-8890
PROXY STATEMENT AND INFORMATION CIRCULAR
(As at November 15, 2002 (Sydney time) except as indicated)
MANAGEMENT SOLICITATION
This Proxy Statement and Information Circular is furnished to the shareholders of the Company ("Shareholders") by the Board of Directors of Trade Wind Communications Limited (the "Company") in connection with the solicitation by the Board of Directors of proxies to be voted at the annual general meeting (the "Meeting") of the Shareholders to be held on Wednesday, December 18, 2002 at 11:30 a.m. (Sydney time) (being Tuesday, December 17, 2002 at 4:30 p.m. Vancouver time).
The solicitation will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for the cost incurred in obtaining from their principals authorization to execute forms of proxy; except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers, and the Company will reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company.
Reference in this Proxy Statement and Information Circular to "member" or "Shareholder" or "Shareholders" are references to the holder or holders of record of shares of common stock without par value of the Company (the "Common Shares").
This Proxy Statement and Information Circular and the accompanying Proxy Form are being delivered to Canadian and United States intermediaries holding Common Shares on behalf of another person or corporation, and are being mailed on or about November 18, 2002 to all registered Shareholders as of the close of business on November 13, 2002 Sydney time (being November 12, 2002 Vancouver time) (the "Record Date").
VOTING AND REVOCABILITY OF PROXY
Registered Holders of Common Shares are entitled to vote at the Meeting. A Shareholder is entitled to one vote for each Common Share that such Shareholder holds on the Record Date on the resolutions to be acted upon at the Meeting and any other matter to come before the Meeting.
The persons named as proxyholders (the "designated persons") in the enclosed form of proxy were designated by the directors of the Company. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR CORPORATION (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR AND ON BEHALF OF THAT SHAREHOLDER AT THE MEETING, OTHER THAN THE DESIGNATED PERSONS IN THE ENCLOSED FORM OF PROXY. TO EXERCISE THIS RIGHT, THE SHAREHOLDER MAY DO SO BY STRIKING OUT THE PRINTED NAMES AND INSERTING THE NAME OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY.
In order to be voted, the completed form of proxy must be received by Pacific Corporate Trust Company or the office of the Company by mail or by fax, at any time up to and including 11:30 a.m. on December 16, 2002, Sydney time or 4:30 p.m. on December 15, 2002, Vancouver time or with the Chairman of the Meeting on the day of the Meeting prior to 11:30 a.m. on December 18, 2002, Sydney time or 4:30 p.m. on December 17, 2002, Vancouver time.
A proxy may not be valid unless it is dated and signed by the Shareholder who is giving it or by that Shareholder's attorney-in-fact duly authorized by that Shareholder in writing or, in the case of a corporation, dated and executed by an duly authorized officer, or attorney-in-fact for, the corporation. If a form of proxy is executed by an attorney-in-fact for an individual Shareholder or joint Shareholders or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarial copy thereof, should accompany the form of proxy.
A Shareholder who has given a proxy may revoke it at any time, before it is exercised, by an instrument in writing (a) executed by that Shareholder or by that Shareholder's attorney-in-fact authorized in writing or, where that Shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either (i) to the Company at Level 9, 220 George Street, Sydney, NSW 2000, Australia (Attention: Malcolm Hemmerling) at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof; or in any other manner provided by law. Also, a proxy will automatically be revoked by either (i) attendance at the Meeting and participation in a poll (ballot) by a Shareholder or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.
IN THE ABSENCE OF ANY INSTRUCTIONS, THE DESIGNATED PERSONS OR OTHER PROXY AGENT NAMED ON THE PROXY FORM WILL CAST THE SHAREHOLDER'S VOTES ON ANY POLL (BALLOT) FOR THE APPROVAL OF ALL THE MATTERS IN THE ITEMS SET OUT IN THE FORM OF PROXY AND IN FAVOR OF EACH OF THE NOMINEES NAMED THEREIN FOR ELECTION AS DIRECTORS.
The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Proxy Statement and Information Circular, management of the Company knew of no such amendments, variations, or other matters to come before the Meeting.
In the case of abstentions from or withholding of the voting of shares on any matter, the shares which are the subject of the abstention or withholding ("non-voted shares") will be counted for determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.
No person has been authorized to give any information or to make any representation other than those contained in this Proxy Statement and Information Circular in connection with the solicitation of proxies and, if given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Proxy Statement and Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Proxy Statement and Information Circular. This Proxy Statement and Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES
The information set forth in this section is of significant importance to many Shareholders of the Company, as a substantial number of Shareholders do not hold shares in their own name. Shareholders who do not hold their shares in their own name (referred to in this Proxy Statement and Information Circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those common shares will not be registered in the Shareholder's name on the records of the Company. Such Common Shares will more likely be registered under the names of the Shareholder's broker or an agent of that broker. In the United States, the vast majority of such shares are registered under the name of Cede & Co. as nominee for The Depositary Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.
Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their common shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the form of proxy provided to registered Shareholders by the Company. However, its purpose is limited to instructing the registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to ADP Investor Communication Services ("ADP") in the United States and Independent Investor Communications Company ("IICC") in Canada. ADP and IICC typically apply a special sticker to proxy forms, mail those forms to the Beneficial Shareholders and Beneficial Shareholders to return the proxy forms to ADP for the United States and IICC for Canada. ADP and IICC then tabulate the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder receiving an ADP proxy or an IICC proxy cannot use that proxy to vote Common Shares directly at the Meeting - the proxy must be returned to ADP or IICC, as the case may be, well in advance of the Meeting in order to have the common shares voted.
Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of his broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.
Alternatively, a Beneficial Shareholder may request in writing that his or her broker send to the Beneficial Shareholder a legal proxy which would enable the Beneficial Shareholder to attend at the Meeting and vote his or her Common Shares.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The Company is authorized to issue 5,000,000,000 Common Shares without par value, of which 32,719,873 Common Shares are issued and outstanding.
To the knowledge of the directors and senior officers of the Company, the following persons beneficially own shares carrying more than 10% of the voting rights attached to all shares of the Company:
|
Name of Shareholder |
No. of Common |
Percentage of |
|
Frank Favretto |
4,169,593 |
12.74% |
(1)
3,566,697 of these shares are owned by Australasian Capital Holding Pty Ltd., an Australian trustee company owned by Frank Favretto and Sharon Favretto, spouse of Frank Favretto and 602,896 of these shares are owned by Australasian Capital Holdings Pty Ltd., ITF The Favretto Superannuation Fund, an Australian fund company, owned by Frank and Sharon Favretto.ELECTION OF DIRECTORS
The directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed, all of whom are presently members of the Board of Directors.
The shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company at five (5). Management of the Company proposes to nominate each of the following persons for election as a director. Information concerning such persons, as furnished by the individual nominees, is as follows:
|
Name, Country of Ordinary Residence and Position Held with the Company(1) |
Principal Occupation or Employment and, if not an Elected Director, Occupation During the Past Five Years(1) |
Approx. No. of Voting Shares Beneficially Owned, Directly or Indirectly, or Controlled or Directed(2) |
Date on which the Nominee became a Director of the Company |
|
Australia CEO and Director |
CEO and Managing Director of the Company; Managing Director of Hemmerling International Pty Ltd. from 1986 to present; CEO of Bob Jane T Marts Pty Ltd. from October 2000 to February 2001 and CEO of Sydney Organizing Committee for the Olympic Games from January 1995 to March 1997 |
242,813 |
|
|
NICHOLAS BIRD Australia Chairman and Director |
Chairman of the Company |
2,234,703 |
|
|
PETER HAWKINS* Australia Non-executive Director |
Consultant with Paterson Ord Minnett; Director of Westland Building Society and several other private and unlisted companies |
399,562 |
|
|
FRANK FAVRETTO* Australia Non-executive Director |
Professional investor and director of various private and public companies |
4,169,593(3) |
|
|
Australia Deputy Chief Executive Officer, Chief Financial Officer and Director |
Chief Financial Officer and Deputy Chief Executive Officer of the Company |
77,667 |
|
|
* Member of Audit Committee |
|||
(1)
The information as to country of residence and principal occupation, not being within the knowledge of the Company, has been furnished by the respective nominees.(2)
The information as to shares beneficially owned or over which a Director/nominee exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective nominees as at October 31, 2002, Sydney time (being October 30, 2002, Vancouver time).(3)
3,566,697 of these shares are owned by Australasian Capital Holding Pty Ltd., an Australian trustee company owned by Frank Favretto and Sharon Favretto, spouse of Frank Favretto and 602,896 of these shares are owned by Australasian Capital Holdings Pty Ltd., ITF The Favretto Superannuation Fund, an Australian fund company, owned by Frank and Sharon Favretto.The Company does not have an executive committee.
STATEMENT OF EXECUTIVE COMPENSATION
Particulars of compensation paid to:
(a) the Company's chief executive officer ("CEO");
(b) each of the Company's four most highly compensated executive officers who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $100,000 per year; or
(c) any additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as an executive officer of the Company at the end of the most recently completed financial year;
("Named Executive Officer") is set out in the summary compensation table below:
|
SUMMARY COMPENSATION TABLE |
||||||||
|
|
|
Annual Compensation |
Long Term Compensation |
|
||||
|
|
|
|
|
|
Awards |
Payouts |
|
|
|
Name and Principal Position |
Year |
Salary |
Bonus |
Other Annual Compen-sation |
Securities Under Options/SARs Granted |
Restricted Shares or Restricted Share Units |
LTIP Payouts |
All Other Compen-sation |
|
Nicholas Bird(1) (former CEO) |
2002 |
$173,983 |
Nil |
$96,141(2)(3) |
Nil |
Nil |
Nil |
Nil |
|
Kevin Levine |
2002 |
$168,117 |
$50,300 |
$17,528(2)(3) |
100,000 |
Nil |
Nil |
Nil |
(1)
Nicholas Bird resigned as the Company's President and Chief Executive Officer on September 17, 2002. He remains the Chairman and a Director of the Company. Malcolm Hemmerling was appointed as the Company's Chief Executive Officer on September 17, 2002. The terms of an employment agreement with Mr. Hemmerling have not yet been finalized.(2)
These sums are comprised of superannuation contributions and life insurance premiums.(3)
In addition, this named executive officer is also provided with a fully maintained company vehicle (including all reasonable operation costs).(4)
These options are held by Skyglen Pty Limited, an Australian trustee company controlled by Nicholas Bird and are options forming part of Mr. Bird's contract of employment and which were previously held within Flexemessaging.com prior to the Scheme of Arrangement.There were no long term incentive plans in place for any Named Executive Officer of the Company during the most recently completed financial year.
Options and SARS of the Named Executive Officers
The following table shows options granted to the CEO or any Named Executive Officer of the Company during the most recently completed financial year.
|
Securities Under |
% of Total |
Exercise or Base |
Market Value of |
Expiration Date |
|
|
Kevin Levine |
100,000 |
13.33% |
Cdn$0.30 |
Cdn$0.18 |
There following table shows options exercised by the CEO or any Named Executive Officer during the most recently completed financial year.
|
Securities Acquired |
Aggregate Value |
Unexercised |
Value of Unexercised |
|
|
Nicholas Bird (former CEO) |
Nil |
Nil |
701,952/nil |
nil/nil |
|
Kevin Levine |
Nil |
Nil |
520,000/50,000 |
nil/nil |
There were no options held by the CEO or any Named Executive Officer that were repriced downward during the most recently completed financial year.
There were no defined benefit or actuarial plans in place for any Named Executive Officer during the most recently completed financial year.
Employment Agreement with Trade Wind Group Pty Ltd.
Trade Wind Group Pty Ltd. ("TWG"), a subsidiary of the Company, has entered into an employment agreement with Mr. Bird dated as of March 11, 1999.
The compensation to be provided to Mr. Bird during the term of his agreement is as follows:
(a) an annual salary of A$197,027 exclusive of mandatory superannuation contributions. The salary will be increased annually by a minimum of 5% of the annual salary;
(b) performance based bonuses, if relevant performance criteria, determined by the Board of Directors, TWG and other parent companies from time to time are achieved. A grant of 400,000 options in Flexemessaging at an exercise price of Cdn$1.99 were included in the employment agreement;
(c) life and disability insurance with the insurance proceeds being owned by Mrs. A.J. Bird;
(d) financial tax advice as long as this is done by the Company's or TWG's auditors or financial consultants;
(e) a fully maintained company vehicle (including all reasonable operation costs) or a mutually agreed allowance in lieu; and
(f) the provisioning and costs of a telephone line, fax line and security to the employee's residence including costs of calls.
The initial term of the employment agreement will be for five years and will continue in force thereafter until terminated by either party on two months' notice. Either party may terminate the employment agreement after the expiration of three years, provided six months' written notice is given. TWG may terminate the employment agreement at any time upon the occurrence of certain stated events. If TWG wishes to terminate the employment agreement without giving the required notice, TWG is required to pay Mr. Bird the greater of an amount equal to his annual salary package for the balance of the term or equal to his annual salary package for the last 18 month period of the term.
The employment agreement may also be terminated by either party immediately upon the earlier of any of the following events (individually, a "Termination Event"), in which case TWG must pay Mr. Bird an amount not less than the greater of his salary package for the balance of the term or his salary package for the preceding 12 months:
(a) any person or group of persons associated with each other becoming the beneficial owner, directly or indirectly, of more than 40% of the total issued shares of TWG or any holding company of TWG;
(b) any person or group of persons associated with each other who are principally engaged in a business which is competitive with the business carried on by TWG becoming the beneficial owner, directly or indirectly, of more than 20% of the issued shares of TWG or a holding company of TWG; and
(c) TWG or a holding company of TWG merging with or into another person or selling, assigning, conveying, transferring, leasing or otherwise disposing of all or potentially all of the assets of TWG to any person, or any person merging with or into TWG or a holding company of TWG, in each case pursuant to a transaction in which the issued shares of TWG or a holding company of TWG are converted into or exchanged for cash, securities or other property.
Mr. Bird has agreed during the terms of this employment not to be actively engaged or interested, directly or indirectly, in any capacity whatsoever, in any employment other than in connection with the business conducted by TWG. Mr. Bird has also agreed not to be actively engaged or interested in, directly or indirectly, in any capacity whatsoever, in any employment other than in connection with the business conducted by TWG for one year after the expiry of the employment agreement, except where the agreement is terminated following a Termination Event. Mr. Bird may, however, hold securities in a company or be the beneficiary of a trust, which holds securities in a company, which may carry on business in competition with TWG.
The Company has no compensation committee.
COMPENSATION OF DIRECTORS
Particulars of stock options granted to directors of the Company, other than the Named Executive Officers, during the most recently completed financial year are as follows:
|
Name of Director |
No. of Shares |
Exercise Price per |
Date of Grant |
|
Frank Favretto |
400,000 |
Cdn$0.30 |
March 18, 2007 |
OTHER COMPENSATION TO DIRECTORS
No other compensation was paid to directors of the Company, other than the Named Executive Officers, during the last completed financial year.
INDEBTEDNESS TO COMPANY OF DIRECTORS AND SENIOR OFFICERS
None of the directors and senior officers of the Company, proposed nominees for election or associates of such persons is or has been indebted to the Company or its subsidiaries at any time since the beginning of the last completed financial year of the Company and no indebtedness remains outstanding as at the date of this Information Circular.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Save and except the foregoing, or as disclosed elsewhere in this information circular, since
July 1, 2001, being the commencement of the Company's last completed financial year, none of the following persons has any material interest, direct or indirect, in any transaction or proposed transaction which has materially affected or will materially affect the Company or any of its subsidiaries:1. any director or senior officer of the Company;
2. any proposed nominee for election as a director of the Company;
3. any member holding, directly or indirectly, more than 10% of the voting rights attached to all the shares of the Company; and
4. any associate or affiliate of any of the foregoing persons.
APPOINTMENT OF AUDITOR
Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the re-appointment of
BDO Nelson Parkhill, Chartered Accountants, of Sydney, Australia, as auditor of the Company to hold office until the close of the next annual general meeting of the Company. It is proposed that the remuneration to be paid to the auditor of the Company be fixed by the Board of Directors.BDO Nelson Parkhill
were first appointed auditor of the Company in 1995.MANAGEMENT CONTRACTS
There are no management functions of the Company or a subsidiary thereof which are to any substantial degree performed by a person other than the directors or senior officers of the Company or a subsidiary thereof.
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
Amendment to Stock Option Plan
Shareholder approval as evidenced by a majority of the votes cast at the Meeting by "disinterested shareholders" will be sought to approve an amendment to the 2000 Stock Option Plan (the "Plan") by increasing the amount of stock options available from 3,699,956 common shares to 6,543,974 common shares in the capital stock of the Company. All other terms and conditions of the Plan shall remain the same.
Under TSX Venture Exchange Listings Policy 4.4, a disinterested shareholder vote is required if more than 10% of the number of outstanding shares of the Company could be reserved for options to insiders or issued to insiders within a one-year period. A disinterested shareholder vote is also required if more than 5% of the number of outstanding shares could be issued upon exercise of options to any one insider in a one-year period.
Under TSX Venture Exchange Listings Policy 4.4, "disinterested shareholders" are shareholders entitled to vote at a meeting of the Company other than:
(a) insiders of the Company to whom shares may be issued pursuant to the stock option plan; and
(b) "associates" of persons referred to in (a).
For the purpose of such resolutions, 8,063,986 shares held by insiders of the Company and their associates will not be counted in the voting.
A copy of the Plan is available for review at the offices of the Company at Level 9, 220 George Street, Sydney NSW 2000, Australia or at Clark, Wilson, the registered offices of the Company, at Suite 800 - 885 West Georgia Street, Vancouver, British Columbia during normal business hours up to and including the date of the Meeting.
Appointment of Additional Directors
The By-laws of the Company provide that the directors may only appoint additional directors between general meetings with the approval of the shareholders. Accordingly, the Shareholders of the Company are being asked to approve the following ordinary resolution:
"BE IT RESOLVED as an ordinary resolution that the Directors of the Company are hereby authorized to appoint additional directors equal in number to up to one-third of the number of directors elected either to fill a casual vacancy or as an addition to the existing board of directors."
The management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the Notice of the Meeting. If any other matter properly comes before the meeting, it is the intention of the persons named in the enclosed form of Proxy to vote the shares represented thereby in accordance with their best judgment on such matter.
By Order of the Board of
Proxy
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
TRADE WIND COMMUNICATIONS LIMITED
TO BE HELD AT THE OFFICES OF THE COMPANY AT LEVEL 9, 220 GEORGE STREET, SYDNEY, AUSTRALIA ON WEDNESDAY, DECEMBER 18, 2002, AT 11:30 AM (SYDNEY TIME) (BEING TUESDAY, DECEMBER 17, 2002 AT 4:30 PM VANCOUVER TIME)
The undersigned member ("Registered Shareholder") of the Company hereby appoints,
Malcolm Hemmerling, the Chief Executive Officer and a Director of the Company, or failing him, Kevin Levine, the Deputy Chief Executive Officer, Chief Financial Officer and a Director of the Company, or in the place of the foregoing, ______________________________ (print the name), as proxyholder for and on behalf of the Registered Shareholder with the power of substitution to attend, act and vote for and on behalf of the Registered Shareholder in respect of all matters that may properly come before the aforesaid meeting of the Registered Shareholders of the Company (the "Meeting") and at every adjournment thereof, to the same extent and with the same powers as if the undersigned Registered Shareholder were present at the said Meeting, or any adjournment thereof.The Registered Shareholder hereby directs the proxyholder to vote the securities of the Company recorded in the name of the Registered Shareholder as specified herein.
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For |
Withhold |
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1. |
Appointment of BDO Nelson Parkhill as auditor of the Company |
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2. |
To authorize the Directors to fix the remuneration to be paid to the auditor of the Company |
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3. |
To determine the number of Directors at five (5) |
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4. |
To approve an ordinary resolution authorizing the directors of the Company to appoint up to one-third of the number of directors elected either to fill a casual vacancy or as an addition to the existing board of directors |
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5. |
To approve an ordinary resolution amending the Company's 2000 Stock Option Plan |
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For |
Withhold |
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6. |
Election of Directors |
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To elect Nicholas Bird as a Director |
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_____ |
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To elect Peter Hawkins as a Director |
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_____ |
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To elect Frank Favretto as a Director |
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_____ |
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To elect Kevin Levine as a Director |
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_____ |
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To elect Malcolm Hemmerling as a Director |
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_____ |
The undersigned Registered Shareholder hereby revokes any proxy previously given to attend and vote at said Meeting.
REGISTERED HOLDER SIGN HERE: ______________________________________
DATE SIGNED: ___________________________
THIS PROXY MUST BE SIGNED AND DATED.
SEE IMPORTANT INSTRUCTIONS ON REVERSE.
INSTRUCTIONS AND OPTIONS FOR VOTING
Telephone voting: 1-888-Tel-Vote (1-888-835-8683) |
Internet voting: |
Voting by mail: |
|
|
Pacific Corporate Trust |
Trade Wind Communications Limited |
||
To be represented at the Meeting,
voting instructions must be DEPOSITED at the office of "PACIFIC CORPORATE TRUST COMPANY" or "THE COMPANY", by mail or by fax, at any time up to and including 11:30 a.m. on December 16, 2002, Sydney time or 4:30 p.m. on December 15, 2002, Vancouver time or with the Chairman of the Meeting on the day of the Meeting prior to 11:30 a.m. on December 17, 2002, Sydney time or 4:30 p.m. on December 17, 2002, Vancouver time.INSTRUCTIONS FOR COMPLETION OF PROXY
1. This Proxy is solicited by the Management of the Company.
2. This form of proxy ("Instrument of Proxy") must be signed by you, the Registered Shareholder, or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed representative, the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.
3. If this Instrument of Proxy is not dated in the space provided, authority is hereby given by you, the Registered Shareholder, for the proxyholder to date this proxy seven (7) calendar days after the date on which it was mailed to you, the Registered Shareholder, by Pacific Corporate Trust Company.
4. A Registered Shareholder who wishes to attend the Meeting and vote on the resolutions in person, may simply register with the scrutineers before the Meeting begins.
5. A Registered Shareholder who is not able to attend the Meeting in person but wishes to vote on the resolutions, may do the following:
(a) appoint one of the management proxyholders named on the Instrument of Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the appointment of an alternate proxyholder). Where no choice is specified by a Registered Shareholder with respect to a resolution set out in the Instrument of Proxy, a management appointee acting as a proxyholder will vote the resolution as if the Registered Shareholder had specified an affirmative vote;
OR
(b) appoint another proxyholder, who need not be a Registered Shareholder of the Company, to vote according to the Registered Shareholder's instructions, by striking out the management proxyholder names shown and inserting the name of the person you wish to represent you at the meeting in the space provided for an alternate proxyholder. If no choice is specified, the proxyholder has discretionary authority to vote as the proxyholder sees fit.
6. The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any poll of a resolution that may be called for and, if the Registered Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Further, if so authorized by this Instrument of Proxy, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit.
7. If a Registered Shareholder has submitted an Instrument of Proxy, the Registered Shareholder may still attend the Meeting and may vote in person. To do so, the Registered Shareholder must record his/her attendance with the scrutineers before the commencement of the Meeting and revoke, in writing, the prior votes.
Supplemental Mailing List Return Card (National Instrument 54-101)
In accordance with National Instrument 54-101/Communication with Beneficial Owners of Securities of a Reporting Issuer (54-101) and pursuant to the British Columbia Securities Act and Rules:
|
Any registered shareholder may elect annually to have his or her name added to an issuer's supplemental mailing list in order to receive quarterly reports for the issuer's first, second, and third fiscal quarters. All Registered shareholders will automatically receive a quarterly report for an issuer's fourth fiscal quarter; while only Non-registered shareholders entitled to receive an issuer's audited financial statements, pursuant to 54-101, will receive a quarterly report for an issuer's fourth fiscal quarter. |
To use electronic methods for communication between issuers and their shareholders, we are requesting that you provide us with your email address.
You may complete an electronic version of this form at: www.pctc.com/servlets/supp_list
I, the undersigned, certify that I am the owner of the securities (other than debt instruments) of the Company shown below, and request that my name be placed on the company's Supplemental Mailing List in respect of its quarterly financial statements.
|
Name of Company in which you are a shareholder: Trade Wind Communications Limited |
Name: __________________________________________
Address: _____________________________________
City/Prov/State/ Postal Code:__________________________
Preferred Method of Communication: Email____Mail____
Signature:_________________________________________ Date:________________
Email Address: ____________
Trade Wind Communications Limited
Annual Report - June 30, 2002
Trade Wind Communications Limited
Report for Year Ended June 30, 2002
Trade Wind Communications Limited
Annual Report - June 30, 2002
Quarterly Report
Form 51-901F
Schedule A
Issuer Details
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Name of Issuer |
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For quarter |
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Date of Report |
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Ended |
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Trade Wind Communications Limited |
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Issuer's Address |
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Level 9, 220 George Street |
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City Province Postal Code |
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Issuer Fax No. |
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Contact Telephone No |
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Sydney NSW 2000 |
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+61 2 9250 8890 |
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+61 2 9250 8888 |
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Contact Person |
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Contact's Position |
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Contact Telephone No |
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Chairman |
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+61 2 9250 8888 |
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Company Web Address |
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Contact Email Address |
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Certificate |
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The three schedules required to complete this Quarterly Report are attached and the disclosure |
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Contained therein has been approved by the Board of Directors. A copy of this Quarterly Report will |
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Be provided to any shareholder that requests it. |
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Director's Signature |
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Print Full Name |
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Date Signed |
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/s Nick Bird |
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N R Bird |
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Director's Signature |
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Print Full Name |
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Date Signed |
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/s/ Kevin Levine |
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K B Levine |
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The Company has two divisions:
Voice and Data Systems - recognised as a leading provider of technology solutions in the field of mission critical voice and data communications, paging infrastructure and electronic displays.
Flexemessaging - a multi channel, large-scale messaging, business to business (B2B), Application Service Provider, providing delivery of information via fax, email, SMS and paper on behalf of its high profile customer base.
SCHEDULE A
Financial InformationAudited financial statements follow
Trade Wind Communications Limited
Annual Report - June 30, 2002
TO THE SHAREHOLDERS
TRADE WIND COMMUNICATIONS LIMITED
AUDITORS' REPORT
We have audited the balance sheets of Trade Wind Communications Limited as at 30 June 2002 and 2001 and the statements of income and accumulated deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at 30 June 2002 and 2001 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.
15th November, 2002
Sydney, Australia
BDO INTERNATIONAL
CHARTERED ACCOUNTANTS
Trade Wind Communications Limited
Annual Report - June 30, 2002
Consolidated Balance Sheets
(Expressed in Australian Dollars)
|
|
Note |
30 June |
|
30 June |
|
Assets |
|
$ |
|
$ |
|
|
|
|
|
|
|
Current |
|
|
|
|
|
Cash |
5 |
691,632 |
|
1,098,711 |
|
Receivables |
6 |
794,201 |
|
1,417,174 |
|
Inventory |
7 |
165,827 |
|
249,485 |
|
|
|
1,651,660 |
|
2,765,370 |
|
|
|
|
|
|
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Non Current |
|
|
|
|
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Capital assets |
8 |
163,499 |
|
436,087 |
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Goodwill |
9 |
- |
|
549,697 |
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Other |
10 |
8,284 |
|
20,062 |
|
|
|
171,783 |
|
1,005,846 |
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Total Assets |
|
1,823,443 |
|
3,771,216 |
|
|
|
|
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|
|
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|
|
|
|
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Liabilities and Shareholders' Equity |
|
|
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Current |
|
|
|
|
|
|
|
|
|
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Accounts payable |
11 |
2,141,855 |
|
2,280,020 |
Loans payable |
14 |
236,250 |
|
- |
|
Deferred Revenue |
12 |
100,455 |
|
89,456 |
|
|
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2,478,560 |
|
2,369,476 |
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Non Current |
|
|
|
|
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Loans payable |
14 |
456,513 |
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657,866 |
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Employee entitlements payable |
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178,519 |
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185,826 |
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635,032 |
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843,692 |
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Total Liabilities |
|
3,113,592 |
|
3,213,168 |
|
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Shareholders' Equity |
|
|
|
|
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Share Capital |
15 |
1,368,415 |
|
1,135,621 |
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Reserves |
16 |
6,326,641 |
|
4,452,224 |
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Accumulated deficit |
|
(8,985,205) |
|
(5,029,797) |
|
|
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(1,290,149) |
|
558,048 |
|
|
|
|
|
|
|
|
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1,823,443 |
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3,771,216 |
The accompanying summary of significant accounting policies and notes form an integral part of these financial statements.
Approved on behalf of the Board
/s/ N.R. Bird
N R Bird
/s/ K.B. Levine
K B Levine
Trade Wind Communications Limited
Annual Report - June 30, 2002
Consolidated Statements of Income and Accumulated Deficit
(Expressed in Australian Dollars)
|
|
Note |
30 June |
|
30 June |
|
|
|
$ |
|
$ |
|
|
|
|
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Sales |
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5,785,705 |
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12,243,381 |
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Less: |
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Cost of Goods Sold |
|
|
|
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Opening inventory |
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249,485 |
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498,252 |
Purchases |
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2,579,974 |
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4,959,788 |
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|
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2,829,459 |
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5,458,040 |
Closing inventory |
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(165,827) |
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(249,485) |
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2,663,632 |
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5,208,555 |
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Gross profit |
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3,122,073 |
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7,034,826 |
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Expenses |
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6,325,886 |
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6,934,746 |
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(Loss)/profit from Operations |
17 |
(3,203,813) |
|
100,080 |
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|
|
|
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Other income/(expenditure): |
|
|
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Profit from Sale of Product Line |
3 |
- |
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1,593,414 |
Reorganisation costs |
4 |
- |
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(40,942) |
Interest paid |
|
|
|
|
- leases |
|
- |
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(158) |
- loans |
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(84,940) |
|
(107,444) |
Interest received |
|
15,395 |
|
36,575 |
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(Loss)/profit for the year before tax |
|
(3,273,358) |
|
1,581,525 |
|
|
|
|
|
|
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Income tax expense |
18 |
- |
|
- |
|
|
|
|
|
|
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Net (loss)/profit after tax before amortization of goodwill and non controlling interests |
|
(3,273,358) |
|
1,581,525 |
|
|
|
|
|
|
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Goodwill Impairment |
|
(682,050) |
|
(18,687) |
|
|
|
|
|
|
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Net (loss)/profit |
|
(3,955,408) |
|
1,562,838 |
|
|
|
|
|
|
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Accumulated deficit at the beginning of the year |
|
(5,029,797) |
|
(6,592,635) |
|
|
|
|
|
|
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Accumulated deficit at the end of the year |
|
(8,985,205) |
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(5,029,797) |
|
|
|
|
|
|
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Basic and fully diluted (loss)/earnings per share |
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(0.19) |
|
0.09 |
|
|
|
|
|
|
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Weighted average number of shares on issue |
|
20,682,265 |
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16,657,159 |
The accompanying summary of significant accounting policies and notes form an integral part of these financial statements.
Trade Wind Communications Limited
Annual Report - June 30, 2002
Consolidated Statements of Cash Flows
(Expressed in Australian Dollars)
|
|
|
30 June |
|
30 June |
|
|
|
$ |
|
$ |
|
Cash provided by / (used) in: |
|
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|
|
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Operating Activities |
|
|
|
|
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Operations |
|
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|
|
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Net (loss)/profit for the year |
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(3,955,408) |
|
1,562,838 |
|
Items not involving cash: |
|
|
|
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Amortisation |
|
325,859 |
|
248,119 |
Goodwill Write Off |
|
682,050 |
|
- |
Gain on sale of Product Line |