ThZeal - The Zeal

DEF 14A 1 fs_def14a-40511.txt 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 [ ] Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant toss.240.14a-12 FLEXIBLE SOLUTIONS INTERNATIONAL, INC. ------------------------------------------------ (Name of Registrant As Specified In Its Charter) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11. 1) Title of each class of securities to which transaction applies: ----------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: ----------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing is calculated and state how it was determined.): ----------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------------- 5) Total Fee Paid: ----------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] 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. 1) Amount Previously Paid: ----------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: ----------------------------------------------------------------------- 3) Filing Party: ----------------------------------------------------------------------- 4) Dated Filed: ----------------------------------------------------------------------- [GRAPHIC OMITTED - FLEXIBLE SOLUTIONS LOGO] [FLEXIBLE SOLUTIONS - COVER AND CONSERVE] NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 5th Annual General Meeting of Flexible Solutions International, Inc. will be held: AT 6:00PM ON FRIDAY THE 28TH OF MAY 2004 in the Meeting Room of the Nellie McClung Public Library, 3850 Cedar Hill Road, Victoria, British Columbia, V8P 3Z6 Canada. ORDINARY BUSINESS DIRECTORS 1. To vote to elect the five (5) directors to the Board of Directors in accordance with the Company's Constitution, for the upcoming year: 1. Daniel B. O'Brien 2. Dr. Robert N. O'Brien 3. John H. Bientjes 4. Dale Friend 5. Eric Hodges OPTIONS 2. Vote to approve the granting of the following options to officers and directors: Daniel B. O'Brien: 20,000 options to buy common shares with a strike price of $3.60/share, vesting on December 31st 2004 and expiring on December 31st 2008. Dr. Robert N. O'Brien: 20,000 options to buy common shares with a strike price of $3.60/share, vesting on December 31st 2004 and expiring on December 31st 2008. John H. Bientjes: 5,000 options to buy common shares with a strike price of $3.60/share, vesting on December 31st 2004 and expiring on December 31st 2008. Dale Friend: 5,000 options to buy common shares with a strike price of $3.60/share, vesting on December 31st 2004 and expiring on December 31st 2008. OTHER BUSINESS 3. 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 on the 6th of April 2004 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 matters 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 telegram. 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: 1. Daniel B. O'Brien 2. Dr. Robert N. O'Brien 3. John H. Bientjes 4. Dale Friend 5. 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 11th day of May, 2004 /s/ DANIEL B. O'BRIEN --------------------------------------------- Daniel B. O'Brien, President/CEO -2- [GRAPHIC OMITTED - FLEXIBLE SOLUTIONS LOGO] PROXY STATEMENT [FLEXIBLE SOLUTIONS - COVER AND CONSERVE] Flexible Solutions (the "Company") will hold its annual meeting of shareholders at 6:00pm on FRIDAY, THE 28TH OF MAY 2004 in the Meeting Room of the Nellie McClung Public Library, 3850 Cedar Hill Road, Victoria British Columbia 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 6th of April 2004 will be eligible to vote at the annual meeting. On that date, 11,819,916 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 telegram. 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: (i) 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 2003 is being mailed on approximately April 30, 2004 with this proxy statement to shareholders entitled to vote at the 2004 annual meeting. 2614 Queenswood Drive, Victoria BC V8N 1X5 Tel: (250) 477-9969 Fax: (250) 477-9912 WWW.FLEXIBLESOLUTIONS.COM 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 2005 Daniel B. O'Brien, 47 Dan O'Brien has been the President and a director of Flexible since May 1998. He has been involved in the swimming pool industry since 1990 when he founded our subsidiary, Flexible Solutions Ltd. that 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, 83 Dr. Robert O'Brien has been a member of the Company's Board of Directors since August 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, 50 John 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, 47 Dale Friend was elected a director in December 2002. She was a Senior Trust Analyst for Alderwoods Group, formerly The Loewen Group from August 2002 to February 2003. She was Advanced Accountant for such firm from 1999 to August 2002. She was with Telus, formerly BC Tel, from 1979 to 1998 various accounting, auditing, and financial planning positions. Eric Hodges, 55 Eric Hodges 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 and Dale Friend are the Audit Committee. 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 December 31, 2003, and the Audit Committee met once during the fiscal year ended December 31, 2003. The Company's Board of Directors held four meetings during the fiscal year ended December 31, 2003, at which time all the then Directors were present and 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 two directors, both 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 the Company's 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 Cinnamon Jang Willoughby the matters required to be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committee s). These matters included a discussion of Cinnamon Jang Willoughby 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 US$23,940 for professional services rendered for the audit of the Company's annual financial statements for the most recent fiscal year ended December 31, 2003 and the reviews of the financial statements included in Company's quarterly reports on Form 10QSB during that fiscal year. FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES Cinnamon Jang Willoughby was paid no fees for professional services rendered in connection with the design and implementation of the Company's financial information systems. OTHER FEES Cinnamon Jang Willoughby was paid $1400 in fees for income tax preparation and filing. 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, 2003, for filing with the U.S. Securities and Exchange Commission. DIRECTORS' COMPENSATION The Company has no formal plan for compensating its Directors for their service in their capacity as Directors. 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. During Fiscal 2003, no Director received and/or accrued any compensation for his services as a Director, including committee participation and/or special assignments; other than the granting of stock options. 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 December 31, 2002. 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, 2003 (the "named executive officer").

*Mr. O'Brien was the only executive officer during these years. BENEFICIAL OWNERSHIP OF COMMON SHARES SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS ------------------------------------------------------------------------------- SHARES BENEFICIALLY OWNED (1) ---------------------------------------------- BENEFICIAL OWNER COMMON STOCK PERCENTAGE Daniel O'Brien(2)(3) 4,756,000 40.2% John H. Bientjes(2)(3) 35,000 * Dr. Robert O'Brien(2)(3) 1,825,000 15.4% Dale Friend(2)(3) -0- - as a group (3 persons) 6,616,000 55.6% * Less than 1% ------------------------------------------------------------------------------- Applicable percentage of ownership at April 6, 2004, is based upon 11,819.916 shares of Common Stock outstanding, and includes shares, which may be acquired on the exercise of stock options as follows.

However, does not include the following shares which may be acquired on the exercise of stock options which are not exercisable until December 31, 2004.

The Directors and Officers of the Company have been granted the following percentage of employee stock options, by the Company. --------------------------------------------------- % OF TOTAL EMPLOYEE OPTIONS GRANTED --------------------------------------------------- Name % Daniel O'Brien 44.5 Dr. Robert O'Brien 22.3 John H. Bientjes 1.5 Dale Friend 1.5 ------------------------------ -------------------- The following options were exercised in the year ended December 31, 2003

The following shareholder controls more than 5% of Company stock. ---------------------------------------- -------------- --------------- Name Common Stock Percentage Sprott Asset Management, Inc.(4) 1,089,099 9.2% All directors and officers ---------------------------------------- -------------- --------------- 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 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. O'Brien not voting on such matter. Daniel B. O'Brien: 20,000 options to buy common shares with a strike price of $3.60/share, vesting on December 31st 2004 and expiring on December 31st 2008. Dr. Robert N. O'Brien: 20,000 options to buy common shares with a strike price of $3.60/share, vesting on December 31st 2004 and expiring on December 31st 2008. John H. Bientjes: 5,000 options to buy common shares with a strike price of $3.60/share, vesting on December 31st 2004 and expiring on December 31st 2008. Dale Friend: 5,000 options to buy common shares with a strike price of $3.60/share, vesting on December 31st 2004 and expiring on December 31st 2008. 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 by writing to the Company's registered offices: 2614 Queenswood Dr. Victoria, BC, Canada V8N 1X5 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 the 31st of December 2004.