SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
MAGELLAN PETROLEUM CORPORATION
................................................................................
(Name of Registrant as Specified In Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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MAGELLAN PETROLEUM CORPORATION
October 10, 2000
2000 Annual Meeting of Stockholders
December 4, 2000
Dear Stockholder:
It's a pleasure for us to extend to you a cordial invitation to attend
the 2000 Annual Meeting of Magellan Petroleum Corporation to be held at the
Hyatt Regency Orlando International Airport, 9300 Airport Boulevard, Orlando,
Florida 32827, on Monday, December 4, 2000 at 1:00 P.M. local time (telephone
407-825-1234).
While we are aware that most of our stockholders are unable personally
to attend the Annual Meeting, proxies are solicited so that each stockholder has
an opportunity to vote on all matters to come before the meeting. Whether or not
you plan to attend, please take a few minutes now to sign, date and return your
proxy in the enclosed postage-paid envelope. Regardless of the number of shares
you own, your vote is important.
Besides helping us conduct business at the annual meeting, there is
another reason for you to return your proxy vote card. Under the abandoned
property law of some jurisdictions, a stockholder may be considered "missing" if
that stockholder has failed to communicate with us in writing. The return of
your proxy vote card qualifies as written communication with us.
The Notice of Annual Meeting and Proxy Statement accompanying this
letter describe the business to be acted on at the meeting.
As in the past, members of management will review with you the
Company's results and will be available to respond to questions during the
meeting.
We look forward to seeing you at the meeting.
Sincerely,
/s/ James R. Joyce
James R. Joyce
President
MAGELLAN PETROLEUM CORPORATION
149 Durham Road
Oak Park - Unit 31
Madison, CT 06443
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
December 4, 2000
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders of
MAGELLAN PETROLEUM CORPORATION, a Delaware Corporation (the "Company"), will be
held on Monday, December 4, 2000 at 1:00 P.M., local time at the Hyatt Regency
Orlando International Airport, 9300 Airport Boulevard, Orlando, Florida 32827
for the following purposes:
1. To elect two directors of the Company;
2. To ratify the appointment of independent auditors of the
Company for the fiscal year ending June 30, 2001;
3. To consider and act upon a proposal to increase the authorized
Common Stock of the Company, par value $.01 per share, from
50,000,000 shares currently authorized to 200,000,000 shares;
and
4. To act upon such other matters as may properly come before the
meeting or any adjournments or postponements thereof.
This notice and proxy statement and the enclosed form of proxy are
being sent to stockholders of record at the close of business on October 10,
2000 to enable such stockholders to state their instructions with respect to the
voting of the shares. Proxies should be returned to American Stock Transfer &
Trust Company, 59 Maiden Lane, New York, NY 10038, in the reply envelope
enclosed.
By Order of the Board of Directors,
Dated: October 10, 2000 Timothy L. Largay
Secretary
- --------------------------------------------------------------------------------
RETURN OF PROXIES
WE URGE EACH STOCKHOLDER WHO IS UNABLE TO ATTEND THE MEETING TO VOTE BY PROMPTLY
SIGNING, DATING AND RETURNING THE ACCOMPANYING PROXY IN THE REPLY ENVELOPE
ENCLOSED.
- --------------------------------------------------------------------------------
MAGELLAN PETROLEUM CORPORATION
149 Durham Road
Oak Park - Unit 31
Madison, CT 06443
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement is furnished to stockholders of Magellan Petroleum
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors for use at the Annual Meeting
of Stockholders to be held on Monday, December 4, 2000 at 1:00 P.M., local time,
at the Hyatt Regency Orlando International Airport, 9300 Airport Boulevard,
Orlando, Florida 32827 and at any adjournments or postponements thereof. The
notice of meeting, proxy statement, and proxy are first being mailed to
stockholders on or about October 10, 2000. The proxy may be revoked at any time
before it is voted by (i) so notifying the Company in writing; (ii) signing and
dating a new and different proxy card of a later date; or (iii) voting your
shares in person or by your duly appointed agent at the meeting.
The persons named in the enclosed form of proxy will vote the shares of
Common Stock represented by said proxy in accordance with the specifications
made by means of a ballot provided in the proxy, and will vote the shares in
their discretion on any other matters properly coming before the meeting or any
adjournment or postponement thereof. The Board of Directors knows of no matters
which will be presented for consideration at the meeting other than those
matters referred to in this proxy statement.
The record date for the determination of stockholders entitled to
notice of and to vote at the meeting has been fixed by the Board of Directors as
the close of business on October 10, 2000. On that date, there were 25,108,226
outstanding shares of Common Stock of the Company, par value $.01 per share
("Common Stock"). Each outstanding share of Common Stock is entitled to one
vote.
PROPOSAL 1
ELECTION OF TWO DIRECTORS
In accordance with the Company's By-Laws, two directors are to be
elected to hold office for terms of three years each, expiring with the 2003
Annual Meeting of Stockholders. The Company's By-Laws provide for three classes
of directors who are to be elected for terms of three years each and until their
successors shall have been elected and shall have been duly qualified. Mr.
Hedley Howard is currently a director of the Company. Mr. Benjamin W. Heath,
currently a director of the Company whose term expires at the Annual Meeting, is
not standing for reelection to the Board of Directors. The other nominee to a
seat on the Board of Directors with a term expiring in 2003 is Mr. Donald V.
Basso. If no one candidate for a directorship receives the affirmative vote of a
majority of both the shares voted and of the stockholders present in person or
by proxy and voting thereon, then the candidate who receives the majority in
number of the stockholders present in person or by proxy and voting thereon,
shall be elected. The persons named in the accompanying proxy will vote properly
executed proxies for the election of the persons hereinafter named, unless
authority to vote for either or both nominees is withheld.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" THE ELECTION OF THE NOMINEES.
The following table sets forth certain information about each nominee
for director and each director whose term of office continues beyond the 2000
Annual Meeting. The information presented includes, with respect to each such
person, his business history for at least the past five years; his age as of the
date of this proxy statement; his other directorships, if any; his other
positions with the Company, if any; and the year during which he first became a
director of the Company.
Other
Director Offices Held
Name Since with Company Age and Business Experience
Nominees for three year terms expiring at the 2003 Annual Meeting:
Hedley Howard 1999 General Manager of Mr. Hedley Howard was elected a director on
MPAL August 13, 1999 to fill the vacancy created by
the retirement of Mr. Dennis D. Benbow. Mr.
Howard was also appointed General Manager
of Magellan Petroleum Australia Limited
("MPAL") on August 13, 1999. Mr. Howard
has been a director of MPAL since 1997.
Mr. Howard joined MPAL in 1969 and has
held a variety of positions, the most recent of
which were Deputy General Manager and
Controller of Finance. Age fifty-eight.
Donald V. Basso None Mr. Donald V. Basso, a consulting geologist,
is a nominee to become a director of the
Company. Mr. Basso has served as a
consultant and Exploration Manager for
Canada Southern Petroleum Ltd. from
October 1997 to May 2000 . He also served a
consultant to Ranger Oil & Gas Ltd. during
1997. From 1995 to 1997, Mr. Basso served
as Exploration Manager for Guard Resources
Ltd. Mr. Basso has over 40 years experience
in the oil and gas business in the United
States, Canada and the Middle East. Age sixty-three.
Directors continuing in office with terms expiring at the 2001 Annual Meeting:
Walter McCann 1983 Audit Committee Mr. Walter McCann has been the President of
Richmond College, The American International
University, located in London, England, since
January 1993. Mr. McCann was elected a director
of MPAL in 1997. From 1985 to 1992, he was
President of Athens College in Athens, Greece.
He was the Dean of the Barney School of Business
and Public Administration, University of Hartford
from 1979 to 1985. He is a member of the Bars of
Massachusetts and the District of Columbia. Age
sixty-three.
Other
Director Offices Held
Name Since with Company Age and Business Experience
Ronald P. Pettirossi 1997 Audit Committee Mr. Ronald P. Pettirossi has been President of ER Ltd.,
a consulting company since 1995. From February 1997
to August 1998, Mr. Pettirossi was the Chief Financial
Officer of Discas, Inc., a Waterbury, Connecticut based
proprietary plastic and rubber compounds manufacturer.
Mr. Pettirossi is a former audit partner of Ernst &
Young LLP, who worked with public and privately held
companies for 31 years. Age fifty-seven.
Directors continuing in office with terms expiring at the 2002 Annual Meeting:
James R. Joyce 1993 President and Chief Mr. James R. Joyce has been President since 1993
Financial Officer and Chief Financial Officer since 1990. Mr.
Joyce has been a director of MPAL, the Company's
majority owned subsidiary, since 1993. Mr. Joyce
has been President of G&O'D INC since July 1994,
a firm which provides accounting and
administrative services, office facilities and
support staff to the Company and other clients.
Mr. Joyce has been Treasurer of Coastal Caribbean
Oils & Minerals, Ltd. since 1994. Age fifty-nine.
Timothy L. Largay 1996 Secretary Timothy L. Largay has been a partner in the
law firm of Murtha Cullina LLP, Hartford,
Connecticut since 1974. Mr. Largay is also a
director of Canada Southern Petroleum Ltd.
Murtha Cullina has been retained by the
Company for more than five years and is
being retained during the current year. Age
fifty-seven.
- -----------------
* All of the named companies are engaged in oil, gas or mineral exploration
and/or development, except where noted.
All officers are elected annually and serve at the pleasure of the
Board of Directors. No family relationships exist between any of the directors
or officers.
COMMITTEES
The only standing committee of the Board is the Audit Committee, of
which Messrs. McCann and Pettirossi are the sole members. The principal
functions of the Audit Committee are: (1) to meet or otherwise communicate with
the Chief Financial Officer and those assisting him and request these
individuals to undertake such projects and provide such information as the Audit
Committee deems appropriate; (2) to approve the engagement or discharge of the
Company's independent auditors, meet with such auditors at least twice a year
and scrutinize their performance; (3) to require documentation relating to
periodic reports, statements and filings with regulatory agencies to determine
that appropriate review of such material has been made, as provided in the
Company's policies, by qualified individuals such as outside legal counsel,
independent auditors, the Chief Executive Officer, and other individuals as
necessary; (4) to require counsel regularly to advise the Committee as to
current legal requirements applicable to the Company; and (5) to report
regularly to the Board as to the Company's accounting policies and procedures
and compliance therewith.
The Board has no standing nominating, compensation or stock option
committees. The functions that would be performed by such committees are
performed by the full Board.
Six meetings of the Board and two meetings of the Audit Committee were
held during the year ended June 30, 2000. No director attended less than 75% of
the aggregate number of meetings held by the Board and the committee on which he
served.
REPORT OF THE AUDIT COMMITTEE ADDRESSING SPECIFIC MATTERS
On October 29, 1999, the Board of Directors adopted a formal, written
charter for the Audit Committee of the Company. Each member of the Audit
Committee is an "independent director" for purposes of NASD Marketplace Rule
4200(a)(14).
In connection with the preparation and filing of the Company's audited
financial statements for the fiscal year ended June 30, 2000 (the "audited
financial statements"), the Audit Committee performed the following functions:
o The Audit Committee reviewed and discussed the audited financial
statements with senior management and Ernst & Young LLP, the Company's
independent auditors.
o The Audit Committee also discussed with Ernst & Young LLP the matters
required to be discussed by Statement on Auditing Standards
No. 61 (Communication With Audit Committees).
o The Audit Committee received the written disclosures and the letter
from Ernst & Young LLP required by Independence Standards Board
Standard No. 1 (Independence Discussions With Audit Committees), and
discussed with Ernst & Young LLP its independence from the Company.
Based upon the functions performed, the Audit Committee recommended to the
Board of Directors, and the Board approved, that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2000, for filing with the U.S. Securities and
Exchange Commission.
AUDIT COMMITTEE
Walter McCann
Ronald P. Pettirossi
ADDITIONAL INFORMATION
CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
Executive Compensation
The following table sets forth certain summary information concerning
the compensation of Mr. James R. Joyce, who is President and Chief Executive
Officer of the Company, and each of the most highly compensated executive
officers of the Company who earned in excess of $100,000 during fiscal year 2000
(collectively, the "Named Executive Officers").
==========================================================================================================
Summary Compensation Table
----------------------------------------- -------------------------- ------------------- -----------------
Long Term All Other
Compensation Compensation
Annual Compensation Awards ($)
---------------------------------------------------------------------------------------------------------
Fiscal Salary Options/SARs
Name and Principal Position Year ($) (#)
----------------------------------------- ------------- ------------ ------------------- -----------------
James R. Joyce (1) 2000 75,000 150,000 11,250 (2)
President, Chief Financial Officer, 1999 - - -
and a director of the Company 1998 - - -
----------------------------------------- ------------- ------------ ------------------- -----------------
Hedley Howard
Director and General Manager - MPAL and 2000 185,000 100,000 52,800 (3)
a director of the Company
----------------------------------------- ------------- ------------ ------------------- -----------------
==========================================================================================================
(1) Fees paid to G&O'D INC for Mr. Joyce's services only and related overhead
in fiscal years 2000, 1999 and 1998 were $99,113, $154,688, and $172,744,
respectively. Effective January 1, 2000, Mr. James R. Joyce, became a paid
employee of the Company. Previously, Mr. Joyce had received fees through
his firm of G&O'D Inc. Mr. Joyce's three year employment contract provides
that he will receive an annual salary of $150,000 (with annual $5,000
increases), an annual 15% contribution to a pension plan and reimbursed
to his firm for certain office expenses. See "Certain Business
Relationships and Transactions" below.
(2) Payment to a SEP-IRA pension plan.
(3) Payment to pension plan - $34,900 and Payment in lieu of vacation - $17,900
Defined Benefit or Actuarial Plan Disclosure
Under the terms of MPAL's funded pension plan, Mr. Howard will receive
a lump sum payment from an insurance carrier upon his retirement which will be a
multiple of his base salary for his highest average salary over three
consecutive years. Based on Mr. Howard's annual average salary for the three
years ended June 30, 2000, such lump sum payment would have been $864,000, if he
retired at June 30, 2000.
Messrs. Timothy L. Largay, Walter McCann and Ronald P. Pettirossi
are each paid director's fees of $25,000 per annum. Mr. Benjamin W. Heath, a
director who is not standing for reelection, also received $25,000 in directors
fees for the year.
Under the Company's medical reimbursement plan for all outside
directors, the Company reimburses certain directors the cost of their medical
premiums, up to $500 per month. During fiscal 2000, the cost of this plan was
$16,752.
Stock Options
The following tables provide information about stock options granted
and exercised during fiscal 2000 and unexercised stock options held by the Named
Executive Officers at the end of fiscal year 2000.
=======================================================================================================================
Options/SAR Grants in Fiscal Year 2000
- -----------------------------------------------------------------------------------------------------------------------
Potential Realized Value at Assumed
Annual Rates of Stock
Individual Grants Price Appreciation for Option Terms
- -----------------------------------------------------------------------------------------------------------------------
% of Total
Options/SARs
Options/ Granted to Exercise
SARs Granted Employees in or Base Expiration
Name (#) Fiscal Year Price ($/Sh) Date 5% ($) 10% ($)
- ---------------------- -------------- -------------- ------------- --------------- ------------------ -----------------
James R. Joyce 150,000 20 1.28 Feb. 23, 2005 53,000 117,000
- ---------------------- -------------- -------------- ------------- --------------- ------------------ -----------------
Hedley Howard 100,000 13 1.28 Feb. 23, 2005 35,000 78,000
=======================================================================================================================
=======================================================================================================================
Aggregated Option/SAR Exercises in Fiscal 2000 and June 30, 2000
Option/SAR Values Table
- -----------------------------------------------------------------------------------------------------------------------
Value of
Number of Unexercised
Securities Unexercised In-The-Money
Underlying Options/SARs Options/SARs
Options/SARs Value at 2000 Year-end (#) at 2000 Year-end ($)
Name On Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------------------------------------------------------------
James R. Joyce 176,000 - 176,000 - - -
- ------------------------- ------------------ --------------- ------------ --------------- -------------- --------------
Hedley Howard 125,000 - 53,333 66,667 - -
=======================================================================================================================
Employment Agreement
Effective January 1, 2000, the Company entered into a three-year
employment agreement with Mr. James R. Joyce. The agreement provides for him to
be employed as the President and Chief Executive Officer of the Company at a
base salary of $150,000 per annum, with annual $5,000 increases in base salary,
an annual contribution of 15% of the base salary to a SEP/IRA pension plan for
Mr. Joyce's benefit, and the reimbursement of certain office expenses. The
employment agreement may be terminated for cause (as defined in the agreement),
on three months notice by the Company without cause, by Mr. Joyce's resignation
or upon a change in control of the Company (as defined in the agreement). Upon a
termination without cause or upon a change in control, Mr. Joyce will be
entitled to payment of the balance of salary payments due for the term of the
agreement.
Compensation Committee Interlocks and Insider Participation
The only officers or employees of the Company or any of its
subsidiaries, or former officers or employees of the Company of any of its
subsidiaries, who participated in the deliberations of the Board concerning
executive officer compensation during the fiscal year ended June 30, 2000 were
Messrs. Hedley Howard and James R. Joyce. At the time of such deliberations,
Messrs. Howard and Joyce were directors of the Company and MPAL. Neither
Mr. Joyce nor Mr. Howard participated in any discussions or deliberations
regarding their own compensation.
Compensation Committee Report
The Company does not maintain a compensation committee; compensation
decisions are made by the Board of Directors as a whole. The compensation of
each of the Company's executive officers over the past several years has been
determined as discussed below. In establishing compensation, the Company has
considered the value of the services rendered, the skills and experience of each
executive officer, the Company's circumstances and other factors. The Board did
not establish specific guidelines governing last year's compensation for
executive officers, and there was no specific relationship between corporate
performance and the compensation of executive officers in the fiscal year ended
June 30, 2000.
Mr. Howard's compensation was determined by the independent directors
of MPAL. Consistent with its usual practice on compensation of MPAL employees,
the Board of Directors of the Company did not intervene in that determination.
The Company for several years maintained an arrangement with G&O'D INC whereby
G&O'D INC was compensated for its services on an hourly basis, including Mr.
Joyce's services as President and Chief Financial Officer of the Company.
Statements for such services were submitted to the Company's directors for
review and approval. Effective January 1, 2000, Mr. Joyce became a paid employee
of the Company and receives a salary in lieu of fees for his services.
Timothy L. Largay Hedley Howard
Walter McCann James R. Joyce
Ronald P. Pettirossi
Tax Deductibility of Compensation
At this time, The Company does not expect that the Revenue
Reconciliation Act of 1993 will have any effect on the Company's executive
compensation because it is not likely that the compensation paid to any
executive will exceed $1 million.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who beneficially own more
than 10% of the Company's Common Stock to file initial reports of beneficial
ownership and reports of changes in beneficial ownership with the Securities and
Exchange Commission. Such persons are required by the SEC regulations to furnish
the Company with copies of all Section 16(a) forms filed by such persons. Based
solely on its copies of forms received by it, or written representations from
certain reporting persons that no Form 5's were required for those persons, the
Company believes that during the just completed fiscal year, its executive
officers, directors, and greater than 10% beneficial owners complied with all
applicable filing requirements.
Certain Business Relationships and Transactions
G&O'D INC
During the year ended June 30, 2000, $138,953 was paid or accrued for
providing accounting and administrative services, office facilities and support
staff to the Company by G&O'D INC ("G&O'D"), a firm that is owned by Mr. James
R. Joyce, President and Chief Financial Officer. The services rendered by G&O'D
to the Company include the following: preparation and filing of all reports
required by federal and state governments, preparations of reports and
registration statements required under the federal securities laws; preparation
and filing of interim, special and annual reports to stockholders; maintaining
corporate ledgers and records; furnishing office facilities and record
retention. G&O'D is also responsible for the investment of the Company's
available funds and other banking relations and securing adequate insurance to
protect the Company. G&O'D is responsible for the preparation and maintenance of
all the minutes of any directors' and stockholders' meetings, arranging all
meetings of directors and stockholders, coordinating the activities and services
of all companies and firms rendering services to the Company, responding to
stockholder inquiries, and such other services as may be requested by the
Company. G&O'D maintains and provides current information about the Company's
activities so that the directors of the Company may keep themselves informed as
to the Company's activities. G&O'D's fees are based on the time spent in
performing these services to the Company. Effective January 1, 2000,
Mr. Joyce became a paid employee of the Company and receives a salary in lieu of
fees for his services.
Security Ownership of Management
The following table sets forth information as to the number of shares
of the Company's Common Stock owned beneficially as of October 1, 2000 by each
director (or nominee director) and each Named Executive Officer listed in the
Summary Compensation Table and by all directors and executive officers of the
Company as a group:
Amount and Nature of
Name of Individual or Group Beneficial Ownership* Percent of Class
Shares Options
Donald Basso - - **
Benjamin W. Heath 20,000 75,000 **
Hedley Howard 31,646 120,000 **
James R. Joyce 107,585 176,000 **
Timothy L. Largay 3,000 145,000 **
Walter McCann 80,868 95,000 **
Ronald P. Pettirossi 1,500 95,000 **
Directors and Executive Officers as a
Group (a total of 7) 244,599 706,000 3.8%
* Unless otherwise indicated, each person listed has the sole power to vote
and dispose of the shares listed. ** The percent of class owned is less than
1%.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending June 30, 2001. Ernst & Young LLP
and its predecessor have been the Company's independent auditors for many years.
Although ratification by stockholders is not required by any applicable law, the
Board requests that stockholders ratify this appointment. The proxy permits a
stockholder to vote for, to vote against, or to abstain from voting for the
ratification of the appointment of auditors. If no specification is indicated,
the shares will be voted in favor of ratifying the appointment of Ernst & Young
LLP. If ratification is not obtained, the Board will reconsider the appointment.
Representatives of Ernst & Young LLP will not be present at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" PROPOSAL 2.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL
PROPOSAL NO. 3
INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM
50,000,000 SHARES TO 200,000,000 SHARES
The Board of Directors has approved an increase in the number of
authorized shares of Company Common Stock from 50,000,000 shares to 200,000,000
shares. The stockholders have presently authorized 50,000,000 shares of Common
Stock. Of such 50,000,000 presently authorized shares of Common Stock,
25,108,226 are issued and outstanding. Stockholders are asked to approve the
Stockholder resolution set forth below at the Annual Meeting of the
Stockholders. The Company's By-Laws require that the resolution be approved by
the affirmative vote of (1) a majority of the outstanding shares Common Stock
entitled to vote at the Annual Meeting and (2) a majority in number of the
stockholders present in person or by proxy and entitled to vote.
The additional stock, if so authorized, could be issued at the
discretion of the Board of Directors without any further action by the
stockholders, except as required by applicable law or regulation, in connection
with acquisitions, efforts to raise additional capital for the Company, and
other corporate purposes. Shares of the stock will be issued only upon a
determination by the Board of Directors that a proposed issuance is in the best
interests of the Company. The Board of Directors has no present plan or
intention to issue any shares of stock authorized by this proposal.
RESOLVED: That the Company is authorized to increase the authorized Common Stock
of the Company, par value $.01 per share, from 50,000,000 shares currently
authorized to 200,000,000 shares.
OTHER MATTERS
If any other matters are properly presented to stockholders for a vote
at the meeting, the persons named as proxies on the proxy card will have
discretionary authority, to the extent permitted by law, to vote on such matters
in accordance with their best judgment. The Board of Directors knows of no other
matters which will be presented to stockholders for consideration at the meeting
other than the matters referred to in Proposals 1, 2 and 3 above.
VOTE REQUIRED FOR APPROVAL
Each outstanding share of Common Stock is entitled to one vote. Article
Twelfth of the Company's Certificate of Incorporation provides that:
"Any matter to be voted upon at any meeting of stockholders must be
approved, not only by a majority of the shares voted at such meeting
(or such greater number of shares as would otherwise be required by law
or this Certificate of Incorporation), but also by a majority of the
stockholders present in person or by proxy and entitled to vote
thereon; provided, however, except and only in the case of the election
of directors, if no candidate for one or more directorships receives
both such majorities, and any vacancies remain to be filled, each
person who receives the majority in number of the stockholders present
in person or by proxy and voting thereon shall be elected to fill such
vacancies by virtue of having received such majority. When shares are
held by members or stockholders of another company, association or
similar entity and such persons act in concert, or when shares are held
by or for a group of stockholders whose members act in concert by
virtue of any contract, agreement or understanding, such persons shall
be deemed to be one stockholder for the purposes of this Article."
The Company may require brokers, banks and other nominees holding
shares for beneficial owners to furnish information with respect to such
beneficial owners for the purpose of applying the last sentence of Article
Twelfth.
Only stockholders of record are entitled to vote; beneficial owners of
Common Stock of the Company whose shares are held by brokers, banks and other
nominees (such as persons who own shares in "street name") are not entitled to a
vote for purposes of applying the provision relating to the vote of a majority
of stockholders. Each stockholder of record is considered to be one stockholder,
regardless of the number of persons who might have a beneficial interest in the
shares held by such stockholder. For example, assume XYZ broker is the
stockholder of record for ten persons who each beneficially own 100 shares of
the Company, eight of these beneficial owners direct XYZ to vote in favor of a
proposal and two direct XYZ to vote against the proposal. For purposes of
determining the vote of the majority of shares, 800 shares would be counted in
favor of the proposal and 200 shares against the proposal. For purposes of
determining the vote of a majority of stockholders, one stockholder would be
counted as voting in favor of the proposal.
The holders of thirty-three and one third percent (33 1/3%) of the
total number of shares entitled to be voted at the meeting, present in person or
by proxy, shall constitute a quorum for the transaction of business. In counting
the number of shares voted, broker nonvotes and abstentions will not be counted
and will have no effect. In counting the number of stockholders voting, (i)
broker nonvotes will have no effect and (ii) abstentions will have the same
effect as a negative vote or, in the case of the election of directors, as a
vote not cast in favor of the nominee.
PERFORMANCE GRAPH
The graph below compares the cumulative total returns, including
reinvestment of dividends, if applicable, on the Company's Common Stock with the
returns on companies in the NASDAQ Index and an Industry Group Index (Media
General's Independent Oil and Gas Industry Group).
The chart displayed below is presented in accordance with SEC
requirements. Stockholders are cautioned against drawing any conclusions from
the data contained therein, as past results are not necessarily indicative of
future performance.
COMPARISON OF CUMULATIVE TOTAL RETURN
- ----------------------------------------------------------------------------------------------------------------------
1995 1996 1997 1998 1999 2000
- ----------------------------------------------------------------------------------------------------------------------
Magellan Petroleum 100.00 266.67 166.67 109.52 104.76 97.60
- ------------------------------ -------------- -------------- ------------- -------------- -------------- -------------
Industry Index 100.00 119.47 135.50 117.14 119.13 148.91
- ------------------------------ -------------- -------------- ------------- -------------- -------------- -------------
Broad Market 100.00 125.88 151.64 201.01 281.68 423.84
- ------------------------------ -------------- -------------- ------------- -------------- -------------- -------------
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Company knows of no person that owns beneficially more than 5% of
the outstanding Common Stock of the Company.
SOLICITATION OF PROXIES
The entire expense of preparing and mailing this proxy statement and
any other soliciting material (including, without limitation, costs, if any,
related to advertising, printing, fees of attorneys, financial advisors and
solicitors, public relations, transportation and litigation) will be borne by
the Company. In addition to the use of the mails, proxies may be solicited by
the Company or certain of its employees by telephone, telegram and personal
solicitation; however, no additional compensation will be paid to those
employees in connection with such solicitation. In addition, the Company has
retained the firm of Morrow & Co., to assist in the distribution of proxy
solicitation materials for an estimated fee of $6,500 plus out-of-pocket
expenses. The cost of the proxy solicitation will be borne by the Company.
Banks, brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward solicitation material to the beneficial owners of
the Common Stock that such institutions hold of record, and the Company will
reimburse such institutions for their reasonable out-of-pocket disbursements and
expenses.
STOCKHOLDER PROPOSALS
Stockholders who intend to have a proposal included in the notice of
meeting and related proxy statement relating to the Company's 2001 Annual
Meeting of Stockholders must submit the proposal on or before June 10, 2001.
Article II, Section 2.1, of the Company's By-Laws provides in part that,
"At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the board
of directors, (b) otherwise properly brought before the meeting by or at the
direction of the board of directors, or (c) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation, not less than sixty (60) days
nor more than ninety (90) days prior to the meeting; provided, however, that in
the event that less than seventy days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be so received not later than the close of business on the
tenth day following the date on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. For purposes of this
Section 2.1, public disclosure shall be deemed to have been made to stockholders
when disclosure of the date of the meeting is first made in a press release
reported by the Dow Jones News Services, Associated Press, Reuters Information
Services, Inc. or comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended.
A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting
(a) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting;
(b) the name and address, as they appear on the corporation's books, of
the stockholder intending to propose such business;
(c) the class and number of shares of the corporation which are
beneficially owned by the stockholder;
(d) a representation that the stockholder is a holder of record of
capital stock of the corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to present such business;
(e) any material interest of the stockholder in such business."
Notice by a stockholder under this provision of the Company's By-laws
must have been received by October 4, 2000. No stockholder has submitted a
proposal for the 2000 Annual Meeting of Stockholders which complied with the
above requirements.
All stockholder proposals should be submitted to the Secretary of
Magellan Petroleum Corporation at 149 Durham Road, Oak Park - Unit 31, Madison,
CT 06443. The fact that a stockholder proposal is received in a timely manner
does not insure its inclusion in the proxy material, since there are other
requirements in the Company's By-Laws and proxy rules relating to such
inclusion.
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JUNE 30,
2000 FILED WITH THE U. S. SECURITIES AND EXCHANGE COMMISSION MAY BE
OBTAINED UPON WRITTEN REQUEST TO THE COMPANY, 149 DURHAM ROAD, OAK PARK
- - UNIT 31, MADISON, CONNECTICUT 06443, ATTENTION: MR. JAMES R. JOYCE.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE REPLY ENVELOPE PROVIDED.
By Order of the Board of Directors,
Timothy L. Largay
Secretary
Dated: October 10, 2000
MAGELLAN PETROLEUM CORPORATION
ANNUAL MEETING OF STOCKHOLDERS - DECEMBER 4, 2000
KNOW ALL MEN BY THESE PRESENTS, that the undersigned holder of shares
of common stock of MAGELLAN PETROLEUM CORPORATION, a Delaware corporation
(hereinafter referred to as the Company) does hereby constitute and appoint
JAMES R. JOYCE AND TIMOTHY L. LARGAY or either of them, as proxies, with full
power to act without the other and with full power of substitution, to vote
the said shares of stock at the Annual Meeting of Stockholders of the Company
to be held on Monday, December 4, 2000 at 1:00 P.M., local time, at the Hyatt
Regency Orlando International Airport, 9300 Airport Boulevard, Orlando,
Florida 32827, at any adjourned or postponed meeting or meetings thereof,
held for the same purposes, in the following manner:
UNLESS DIRECTED TO THE CONTRARY BY SPECIFICATION IN THE SPACES PROVIDED, THE
SAID INDIVIDUALS ARE HEREBY AUTHORIZED AND EMPOWERED BY THE UNDERSIGNED TO
VOTE FOR PROPOSALS 1, 2 AND 3 AND ARE GIVEN DISCRETIONARY AUTHORITY TO VOTE
ON ANY OTHER MATTERS UPON WHICH THE UNDERSIGNED IS ENTITLED TO VOTE, AND
WHICH MAY PROPERLY COME BEFORE SAID MEETING OR ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF.
This proxy must be signed exactly as the name appears herein.
Executors, administrators, trustees, etc. should give full title as such. If
the signer is a corporation, please sign full corporate name by duly
authorized officer. Unless otherwise indicated on this proxy card or by
accompanying letter, the undersigned represents that in executing and
delivering this proxy he is not acting in concert with any other person for
the purposes of Article Twelfth of the Certificate of Incorporation as
described in the Company's proxy statement.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(Continued and to be signed on the other side)
Please mark your
votes as In this
example
DIRECTORS RECOMMEND A VOTE " FOR" PROPOSALS 1, 2 AND 3.
FOR WITHHELD FOR
AGAINST ABSTAIN
1. Election of Nominees: Donald V. Basso 2. ratification of Auditors
Directors Hedley Howard (page 10)
(Proxy Statement page 2)
For all except the following nominee(s)
-------------------------------
3. Proposal to increase
authorized common stock
to 200,000,000 shares
(page 11)
To vote for all items AS RECOMMENDED BY THE
BOARD OF DIRECTORS, mark this box, sign,
date and return this proxy. (NO ADDITIONAL
ACTION IS IS NECESSARY.)
SIGNATURE______________________________ DATE _________ SIGNATURE______________________________ DATE____________
IF HELD JOINTLY
NOTE: Please sign this proxy as name(s) appears above and return promptly
to American Stock Transfer & Trust Company, 59 Maiden Lane, New York,
NY 10038 whether or not you plan to attend the meeting.