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
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant [ ]
Check the appropriate Box:
[X] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-12
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
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(Name of Registrant As Specified In Its Charter)
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FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 7th Annual General Meeting of Flexible
Solutions International, Inc. will be held:
AT 6:00PM ON THURSDAY THE 15TH OF JUNE 2006
In the UPPER MEETING ROOM of the NELLIE MCCLUNG LIBRARY
3950 CEDAR HILL RD.,
VICTORIA, BC V8P 3Z9 CANADA
ORDINARY BUSINESS
DIRECTORS
DIRECTORS
1. Vote to re-elect the five (5) directors to the Board of Directors in
accordance with the Company's Constitution, for the upcoming year:
A) Daniel B. O'Brien B) Dr. Robert O'Brien C) John H. Bientjes D)
Dale Friend E) Eric Hodges
OPTIONS
2. Vote to approve the granting of the following options to officers and
directors:
A) Daniel O'Brien - 5 sets of 100,000 options to buy common
shares with a strike price of $3.25/share, vesting on December
31, 2006, December 31, 2007, December 31, 2008, December 31,
2009, December 31, 2010 and all expiring on January 5, 2011.
B) Dr. Robert O'Brien - 5 sets of 50,000 options to buy common
shares with a strike price of $3.25/share, vesting on December
31, 2006, December 31, 2007, December 31, 2008, December 31,
2009, December 31, 2010 and all expiring on January 5, 2011.
C) John H. Bientjes 5,000 options to buy common shares with a
strike price of $3.25/share, vesting on December 31, 2006 and
expiring on January 5, 2011.
D) Dale Friend 5,000 options to buy common shares with a strike
price of $3.25/share, vesting on December 31, 2005 and
expiring on January 5, 2011.
E) Eric Hodges 5,000 options to buy common shares with a strike
price of $3.25/share, vesting on December 31, 2005 and
expiring on January 5, 2011.
RATIFICATION
3. Vote to ratify tne selection of Cinnamon Jang Willoughby & Company as the
Company's independent registered public accountants for the year ending December
31, 2006.
OTHER BUSINESS
4. Transact such other business as may properly come before the meeting or any
adjournment or postponement thereof.
VOTING RIGHTS
Pursuant to the by-laws of the Company, the board of Directors has fixed the
close of business of the 28th of April, 2006 as the record date. Holders of
common stock of record at this date will be entitled to notice of and to vote at
the Annual Meeting or any adjournment or postponement thereof. All stockholders
are cordially invited to attend the Annual Meeting in person. Each share of
Common Stock is entitled to one non-cumulative vote on all matter that may
properly come before the meeting. Stockholders who are unable to attend the
Annual Meeting in person are requested to complete and date the enclosed form of
proxy and vote their shares in person. Stockholders attending the meeting whose
shares are held in the name of a broker or other nominee who desire to vote
their shares at the meeting should bring with them a proxy or letter from that
firm confirming their ownership of shares.
VOTE REQUIRED
A majority vote of the Company's outstanding shares of common stock is required
to approve all matters presently scheduled to come before the meeting. Assuming
that a quorum is obtained, a majority to those shares represented at the meeting
is necessary to approve the proposed matters.
PROXIES
Any stockholder may use a proxy if he/she is unable to attend the meeting in
person or wishes to have his/her shares voted by proxy even if he/she does
attend the meeting. Any proxy may be revoked by the person giving it at any time
before it is exercised by giving written notice to the secretary of the Company;
or submitting a proxy bearing a late date; or appearing at the meeting and
electing to vote in person. Any stockholder may solicit proxies in person, by
mail, by telephone, or by facsimile. The person soliciting a proxy shall pay all
costs of solicitation.
ELECTION OF BOARD OF DIRECTORS
Pursuant to the By-Laws of the Company and the Nevada Corporation Laws, the
number of Directors constituting the Board of Directors of the Company may
consist of one (1) to nine (9). The following people have been nominated to
serve as Directors for the ensuing year:
A) Daniel B. O'Brien B) Dr. Robert O'Brien C) John H. Bientjes D) Dale Friend E)
Eric Hodges
MISCELLANEOUS
So far as the Board of Directors of the Company is aware, no matters other than
those described in the Notice will be acted upon at the meeting.
By Order of the Board
Dated this xxth day of May, 2006
/s/DANIEL B. O'BRIEN
Daniel B. O'Brien
President/CEO/Treasurer/Secretary/Director
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
ANNUAL GENERAL MEETING -- JUNE 15, 2006
Flexible Solutions International, Inc. (the "Company") will hold its Annual
General Meeting of Shareholders at 6:00PM ON THURSDAY, THE 15TH OF JUNE in the
UPPER MEETING ROOM OF THE NELLIE MCCLUNG LIBRARY located at 3950 CEDAR HILL RD.,
VICTORIA, BC V8P 3Z9 CANADA to consider the items of the attached notice of
shareholder meeting. All items on the attached notice are more fully described
in this proxy statement.
The only securities eligible to vote at the annual meetings are the Company's
common shares. Only shareholders of record at the close of business on the 28th
of APRIL, 2006 will be eligible to vote at the annual meeting. On that date,
12,981,316 common shares entitled to give voting instructions were outstanding.
Each common share and each exchangeable share not held by the Company or its
affiliates entitles the holder to one vote at the annual meeting. Any
stockholder may use a proxy if he/she is unable to attend the meeting in person
or wishes to have his/her shares voted by proxy even if he/she does attend the
meeting. Any proxy may be revoked by the person giving it at any time before it
is exercised by giving written notice to the Secretary of the Company; or
submitting a proxy bearing a late date; or appearing at the meeting and electing
to vote in person. Any stockholder may solicit proxies in person, by mail, by
telephone, or by facsimile. The person soliciting a proxy shall pay all costs of
solicitation.
Under Nevada law and the Company's Articles of Incorporation, if a quorum is
present at the meeting: (5) the five nominees for election as directors will be
elected directors if the number of votes cast in favour the matter exceeds the
number of votes cast against it.
In the election of directors, any proposal by the Board of Directors, or other
business, if a shareholder or broker abstains from voting or fails to vote it
will have no effect on the approval of the proposal because abstentions and
broker non-votes do not represent votes cast by shareholders.
The Company's annual report to shareholders for 2005 is being mailed with this
Proxy Statement to shareholders entitled to vote at the 2006 Annual General
Meeting.
615 Discovery Street, Victoria BC, V8T 5G4
Tel: 250.477.9969 Fax: 250.477-9912
WWW.FLEXIBLESOLUTIONS.COM
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS
Pursuant to the By-Laws of the Company and the Nevada Corporation Laws the
number of Directors constituting the Board of Directors of the Company may
consist of one (1) to nine (9). All of the nominees currently are directors of
the Company elected by the shareholders.
Unless a shareholder instructs otherwise on the proxy card, it is intended that
the shares represented by properly signed proxies in the accompanying form will
be voted for the persons nominated by the Board of Directors. The Board of
Directors anticipates that the listed nominees will be able to serve, but if at
the time of the meeting any nominee is unable or unwilling to serve, the proxy
holders may vote such shares at their discretion for a substitute nominee.
NOMINEES FOR ELECTION - TERMS EXPIRE IN 2007
Daniel B. O'Brien has been President and a Director of Flexible since June 1998.
He has been involved in the swimming pool industry since 1990 when he founded
our subsidiary, Flexible Solutions Ltd. which was purchased by Flexible
Solutions International, Inc. in August 1998. From 1990 to 1998 Mr. O'Brien was
also a teacher at Brentwood College where he was in charge of outdoor education.
Dr. Robert N. O'Brien has been a member of the Company's Board of Directors
since June 1998. Dr. O'Brien was a Professor of Chemistry at the University of
Victoria from 1968 until 1986 at which time he was given the designation of
Professor Emeritus. He held various academic positions since 1957 at the
University of Alberta, the University of California at Berkley, and the
University of Victoria. While teaching, Dr. O'Brien acted as a consultant and
served on the British Columbia Research Council from 1968 to 1990. In 1987, Dr.
O'Brien founded the Vancouver Island Advanced Technology and Research
Association. Dr. O'Brien received his Bachelor of Applied Science in Chemical
Engineering from the University of British Columbia in 1951; his Masters of
Applied Science in Metallurgical Engineering from the University of British
Columbia in 1952; his Ph.D. in Metallurgy from the University of Manchester in
1955; and, was a Post Doctoral Fellow in Pure Chemistry at the University of
Ottawa from 1955 through 1957.
John H. Bientjes has been a member of our Board of Directors since February
2000. Mr. Bientjes has been the manager of the Commercial Aquatic Supplies
Division of D.B. Perks & Associates, Ltd., located in Vancouver, British
Columbia, a company that markets supplies and equipment to commercial swimming
pools which are primarily owned by municipalities. Mr. Bientjes was graduated in
1976 from Simon Fraser University in Vancouver, British Columbia with a Bachelor
of Arts Degree in Economics and Commerce.
Dale Friend was elected a Director in December, 2002. She has a diversified
background in the area of accounting. Her experience has been primarily in
business offering a wide range of accounting knowledge. Dale currently works for
a Lock and Security firm in Vancouver where she uses her skills as the company
comptroller. Previously she was a Senior Trust Analyst for Alderwoods Group,
formerly The Loewen Group from August 2002 to February 2003.. Prior to this she
was with Telus, formerly BC Tel, for almost a decade in various accounting,
auditing and financial planning positions.
Eric Hodges was elected to the Board in September 2004. He is a Victoria based
accountant with decades of experience. His financial education is from the
University of Washington in Seattle where he played for the Huskies football
program. Mr. Hodges continued playing football after college, with a successful,
multiyear professional career with the BC Lions of the Canadian Football League.
Eric is extremely familiar with both Canadian and US GAAP (generally acceptable
accounting principles), since he has clients in both countries. Furthermore, his
wide range of experience with small and quickly growing companies will be an
asset to the Board
COMMITTEES: MEETINGS OF THE BOARD OF DIRECTORS
Nominating committee. There is no nominating committee.
The Company has a Compensation Committee and an Audit Committee. The
Compensation Committee and the Audit Committee were formed in 2002. John
Bientjes and Dan O'Brien comprise the compensation committee. John Bientjes,
Dale Friend and Eric Hodges are the Audit Committee, whereas 2 of 3 signatures
are required. The Compensation Committee recommends to the Board the
compensation of executive officers. The Audit Committee serves as a liaison
between the Board and the Company's auditor. The Compensation Committee met once
during the fiscal year ended Dec 31, 2005, and the Audit Committee met four
times during the fiscal year ended Dec 31, 2005.
The Company's Board of Directors held four meetings during the fiscal year ended
Dec 31, 2005, at which time all the then Directors were present or consented in
writing to the action taken at such meetings. No incumbent Director attended
fewer than 100% of said meetings.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors consists of three directors, all
of whom are independent directors. The Audit Committee is responsible for
overseeing the Company's financial reporting process on behalf of the Board of
Directors. Each year, the Audit Committee recommends to the Board of Directors
the selection or retention of the Company's independent auditors.
Management is responsible for the Company's financial statements and the
financial reporting process, including internal controls. The independent
auditors are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with auditing standards
generally accepted in the United States and for issuing a report thereon. The
Audit Committee's responsibility is to monitor and oversee these processes.
In this context, the Audit Committee has met and held discussions with
management and Cinnamon, Jang & Willoughby, independent auditors. Management
represented to the Audit Committee that the Company's consolidated financial
statements were prepared in accordance with accounting principles generally
accepted in the United States, and the Audit Committee has reviewed and
discussed the consolidated financial statements with management and the
independent auditors. The Audit Committee discussed with Cinnammon, Jang &
Willoughby the matters required to be discussed by Statement on Auditing
Standards No. 61 (Communications with Audit Committees). These matters included
a discussion of Cinnamon, Jang & Willoughby's judgments about the quality (not
just the acceptability) of the Company's accounting principles as applied to
financial reporting.
Cinnamon, Jang & Willoughby also provided the Audit Committee with the written
disclosures and letter required by Independence Standards Board Standard No. 1.
(Independence Discussions with Audit Committees), and the Audit Committee
discussed with Cinnamon, Jang & Willoughby, that firm's independence.
AUDIT FEES
Cinnamon Jang Willoughby was paid aggregate fees of $27,537 for the for the
fiscal year ended December 31, 2005 for professional services rendered for the
audit of the Company's annual financial statements and for the reviews of the
financial statements included in Company's quarterly reports on Form 10QSB
during these fiscal years.
AUDIT-RELATED FEES
CJW was paid $25,305 for the fiscal year ended December 31, 2005 for assurance
and related services reasonably related to the performance of the audit or
review of our financial statements.
TAX FEES
Cinnamon Jang Willoughby was paid aggregate fees of $2,150 for the fiscal year
ended December 31, 2005 for professional services rendered for tax compliance,
tax advice and tax planning. The nature of these services were calculation and
filing of 2005 income tax return.
OTHER FEES
Cinnamon Jang Willoughby was paid no other fees for professional services during
the fiscal year ended December 31, 2005.
Based upon the Audit Committee's discussion with management and the independent
auditors and the Audit Committee's review of the representation of management
and the disclosures by the independent auditors to the Audit Committee, the
Audit Committee recommended to the Board of Directors that the Company's audited
financial statements be included in the Company's Annual Report on Form 10-KSB
for the fiscal year ended Dec 31, 2005, for filing with the U.S. Securities and
Exchange Commission.
DIRECTORS' COMPENSATION
We have agreed to issue to our non-employee directors options to purchase 5,000
shares of our common stock annually for serving as a director. However, Dr.
Robert N. O'Brien will not receive director options in any year in which he
receives options for other services. We currently pay Dr. O'Brien additional
options for assisting in research and development and patent prosecution. The
amount of such options are determined annually by the board of directors with
Dr. O'Brien abstaining from the vote on such matter. No options were granted in
fiscal 2005. Directors are entitled to reimbursement for reasonable travel and
other out-of-pocket expenses incurred in connection with attendance at meetings
of the Board of Directors. The Board of Directors may award special remuneration
to any Director undertaking any special services on behalf of the Company other
than services ordinarily required of a Director.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Based solely upon a
review of the copies of Forms 3 and 4 and 5 thereto furnished to the Company, or
written representations that no annual Form 5 reports were required, the Company
believes that all filing requirements under Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") applicable to its
directors, officers and any persons holding ten percent (10%) or more of the
Company's Common Stock were made with respect to the Company's fiscal year ended
Dec 31, 2005.
SUMMARY COMPENSATION TABLE
The following table sets forth certain information about the compensation paid
or accrued to the person who was the Company's chief executive officer during
the fiscal year ended December 31, 2005 (the "named executive officer").
ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS
AWARDS PAYOUTS
Year Salary Bonus Other Annual Restricted Securities All Other
Compensation Stock Awards Underlying LTIP Compensation
Option/SA RS Payouts
($) ($) ($) ($) (#) ($) ($)
Daniel O'Brien 2005 98,914 -- -- -- -- -- --
President, CEO 2004 40,000 -- -- -- 50,000 -- --
2003 40,000 -- -- -- 20,000 -- --
*Mr. O'Brien was the only executive officer during the above years.
BENEFICIAL OWNERSHIP OF COMMON SHARES
SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS
NAME COMMON STOCK PERCENTAGE
Daniel B. O'Brien (1)(2)(3) 4,691,900 36.1%
Dr. Robert N. O'Brien (1)(2)(3) 1,875,000 14.4%
John H. Bientjes (1)(3) 40,000 *
Dale Friend (1)(3) 15,000 *
Eric Hodges (1)(3) 10,000 *
All directors and officers
as a group (5 persons) 6,631,900 51.1%
* Less than 1%
(1) Applicable percentage of ownership at May 3, 2006, is based upon 12,981,316
shares of Common Stock outstanding. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and includes
voting and investment power with respect to shares shown as beneficially owned.
Shares of Common Stock subject to options or warrants currently exercisable or
exercisable within 60 days of May 3, 2006, are deemed outstanding for computing
the shares and percentage ownership of the person holding such options or
warrants, but are not deemed outstanding for computing the percentage ownership
of any other person or entity.
(2) Address for this shareholder is 2614 Queenswood Drive, Victoria, BC, V8N
1X5, Canada.
(3) Includes shares which may be acquired on the exercise of stock options as
follows.
DIRECTOR'S OPTIONS - EXERCISABLE
NAME NO. OF OPTIONS EXERCISE PRICE EXPIRATION DATE
Daniel B. O'Brien 50,000 $4.25 December 31, 2007
20,000 $3.60 December 31, 2008
50,000 $3.00 November 26, 2009
Dr. Robert N. O'Brien 25,000 $4.25 December 31, 2007
25,000 $3.60 December 31, 2008
25,000 $3.00 November 26, 2009
John H. Bientjes 5,000 $4.25 December 31, 2007
5,000 $3.60 December 31, 2008
5,000 $3.00 November 26, 2009
Dale Friend 5,000 $4.25 December 31, 2007
5,000 $3.60 December 31, 2008
5,000 $3.00 December 26, 2009
Eric Hodges 5,000 $3.60 December 31, 2008
5,000 $3.00 November 26, 2009
Below options are not exercisable until vesting date.
DIRECTOR'S OPTIONS - REQUIRING SHAREHOLDER APPROVAL
NAME NO. OF OPTIONS EXERCISE PRICE VESTING DATE EXPIRATION DATE
Daniel B. O'Brien 100,000 $3.25 December 31, 2006 January 5, 2011
Daniel B. O'Brien 100,000 $3.25 December 31, 2007 January 5, 2011
Daniel B. O'Brien 100,000 $3.25 December 31, 2008 January 5, 2011
Daniel B. O'Brien 100,000 $3.25 Decmeber 31, 2009 January 5, 2011
Daniel B. O'Brien 100,000 $3.25 December 31, 2010 Janaury 5, 2011
Dr. Robert N. O'Brien 50,000 $3.25 December 31, 2006 Janaury 5, 2011
Dr. Robert N. O'Brien 50,000 $3.25 December 31, 2007 January 5, 2011
Dr. Robert N. O'Brien 50,000 $3.25 December 31, 2008 January 5, 2011
Dr. Robert N. O'Brien 50,000 $3.25 Decmeber 31, 2009 January 5, 2011
Dr. Robert N. O'Brien 50,000 $3.25 December 31, 2010 Janaury 5, 2011
John H. Bientjes 5,000 $3.25 December 31, 2006 Janaury 5, 2011
Dale Friend 5,000 $3.25 December 31, 2006 Janaury 5, 2011
Eric Hodges 5,000 $3.25 December 31, 2006 Janaury 5, 2011
% OF DIRECTOR'S OPTIONS BASED ON A TOTAL OF 2,130,740 OPTIONS OUTSTANDING
Daniel B. O'Brien 29.1%
Dr. Robert N. O'Brien 15.2%
John H. Bientjes 0.9%
Dale Friend 0.9%
Eric Hodges 0.7%
OPTIONS EXERCISED BY OFFICERS AND DIRECTORS IN THE YEAR ENDED DEC 31, 2005
OPTIONS EXERCISED VALUE REALIZED
Dan O'Brien 100,000 $140,000
Dr. Robert O'Brien 50,000 $ 70,000
John Bientjes NIL NIL
Dale Friend NIL NIL
Eric Hodges NIL NIL
OWNERS OF MORE THAN 5%
We have no knowledge of any shareholders owning more than 5% of the Company
stock.
PROPOSAL NO. 2: RATIFICATION OF OPTION GRANTS TO OFFICERS AND DIRECTORS As a
means of incentive and compensation, the Company plans to grant options as
follows. The Board of Directors has agreed to issue the directors who are not
also employed by the Company options to purchase 5,000 shares of common stock
annually for serving as a director. However, Dr. Robert N. O'Brien will not
receive director options in any year in which he receives options for other
services. Dr. Robert N. O'Brien will be paid in additional options for assisting
in research and development and patent prosecution. The amount of such options
is determined annually by the Board of Directors with Dr. Robert N. O'Brien not
voting on such matter.
Daniel B. O'Brien: 5 sets of 100,000 options to buy common shares with a strike
price of $3.25/share, vesting on December 31, 2006, December 31, 2007, December
31, 2008, December 31, 2009, December 31, 2010 and all expiring on January 5,
2011.
Dr. Robert N. O'Brien: 5 sets of 50,000 options to buy common shares with a
strike price of $3.25/share, vesting on December 31, 2006, December 31, 2007,
December 31, 2008, December 31, 2009, December 31, 2010 and all expiring on
January 5, 2011.
John H. Bientjes: 5,000 options to buy common shares with a strike price of
$3.25/share, vesting on December 31, 2006 and expiring on January 5, 2011.
Dale Friend: 5,000 options to buy common shares with a strike price of
$3.25/share, vesting on December 31, 2006 and expiring on January 5, 2011.
Eric Hodges: 5,000 options to buy common shares with a strike price of
$3.25/share, vesting on December 31, 2006 and expiring on January 5, 2011.
ORDINARY BUSINESS
PROPOSAL NO. 3: APPROVAL OF ANNUAL REPORT
We have enclosed our 10KSB as filed with the SEC on March 10, 2006.
PROPOSAL NO. 4: APPROVAL OF AUDITORS
Vote to approve the Auditors, Cinnamon, Jang & Willoughby for the ensuing year.
Cinnamon, Jang & Willoughby have been our Auditors since June, 2003. We have
been pleased with their performance.
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the meeting.
If any other matters come before the meeting, the proxy holders intend to vote
on such matters in accordance with their best judgement.
REQUEST FOR COPY OF FORM 10KSB
Shareholders may request a copy of the Form 10KSB (also known as the Annual
Report) by writing to the Company's Head Office:
615 Discovery Street
Victoria, BC, Canada V8T 5G4
or download online at www.flexiblesolutions.com
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Any proposal by a shareholder to be presented at the Company's next Annual
Meeting of Shareholders, including nominations for election as directors must be
received at the offices of the Company no later than Dec 31, 2006.