EDII R/S 1-100 proposal on the filing here.
Proposal III: To authorize the Certificate of Amendment to the Company's Articles of Incorporation to reverse share recapitalization of the Company's issued and outstanding common stock on a one for one hundred basis.
PRELIMINARY PROXY STATEMENT AND FORM OF PROXY
AMERICAN INTERNATIONAL INDUSTRIES, INC.
601 CIEN STREET, SUITE 235, KEMAH, TX 77565
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 18, 2002
To the Shareholders of American International Industries, Inc.
NOTICE IS HEREBY GIVEN that an Annual Meeting of Shareholders of American International Industries, Inc., a Nevada corporation (the "Company"), will be held on June 18, 2002, at 10:00 a.m. Texas time, at The Board Room, at the Boardwalk Inn, #8 Waterfront, Kemah, Texas 77565, and at such other time and place to which the meeting may be called for the following purposes:
Proposal I: To elect the following nominees as directors:
Information Concerning Directors: It is proposed that five directors will be elected at the meeting, each to hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified. The Company has no reason to believe that any nominee will be unavailable at the time of election. All of the nominees are presently members of the Board of Directors of the Company. The names of the persons nominated by management are as follows:
Daniel Dror
Erick Friedman
Charles R. Zeller
John W. Stump, III
Herbert Shapiro, Jr.
For information relating to shares of common stock owned by each of the directors, see Item 6 "Voting Securities and Principal Holders Thereof" and for information about the nominees, their compensation, principal occupations and experience, see Item 7 "Directors and Executive Officers" and Item 8 "Compensation of Directors and Executive Officers" below.
Proposal II: To ratify the appointment of R. E. Bassie & Co. as our independent accountants for the 2002 fiscal year. The firm of R. E. Bassie & Co. has served as our independent accountants for 1999, 2000 and 2001. A representative of the firm of R. E. Bassie & Co. will be present at the meeting, will have an opportunity to make a statement and will be available to answer appropriate questions of shareholders. See Item 9 "Independent Public Accountants" below.
Proposal III: To authorize the Certificate of Amendment to the Company's Articles of Incorporation to reverse share recapitalization of the Company's issued and outstanding common stock on a one for one hundred basis. The Company's purpose for this proposal to authorize the share recapitalization is in connection with its plan to apply to have its shares of common stock listed on the American Stock Exchange ("AMEX"). The requirements for listing on the AMEX include: (i) pre-tax income of at least $750,000 during the most recent fiscal year, which the Company satisfies; (ii) market value of shares held by the public (public float) of $3,000,000, which the Company also satisfies; (iii) a market price of its shares of $3.00, which the Company does not presently satisfy; and (iv) stockholders' equity of $4,000,000, which the Company satisfies. In addition, AMEX listing requirements include the appointment of an Audit Committee comprised of independent directors. The Company has authorized the establishment of an Audit Committee, which shall be chaired by Herbert Shapiro, Jr., the Company's newly elected director, and by Erick Friedman, who has served as an independent director of the Company since his election in May 1998. See Item 12 "Modification or Exchange of Securities" and Item 18 "Matters not Required to be Submitted" below. In Item 18, we also disclose the published advantages of being listed on the AMEX.
Proposal IV: To transact such other business as may be properly brought before the meeting.
The close of business on May10, 2002 has been fixed by the Board of Directors as the record date for the Annual Meeting. Only shareholders of record on that date will be entitled to notice of and to vote at the meeting or any adjournment thereof, notwithstanding transfer of any stock on the books of the Company after such record date. The stock transfer books will not be closed.
A Proxy Statement and Form of Proxy accompany this Notice.
It is important that your shares be represented at the Annual Meeting. If you do not expect to attend in person, please sign and date the form of Proxy and return it in the enclosed envelope. The form of Proxy is enclosed in the mailing envelope in which this proxy statement is contained. Shareholders who attend the Annual Meeting may revoke their proxies and vote in person if they desire.
By Order of the Board of Directors
Respectfully Submitted,
/s/ Daniel Dror
Daniel Dror, CEO and Chairman
May 14, 2002 |
