AnnualMeetingProxyCard
11Issues
TheBoardofDirectorsrecommends avoteFORthefollowingproposals.
For Against Abstain For Against Abstain
1. PROPOSALTO RATIFYTHEMERGEROFALPHA
SOLARCO,INC.INTOFIBERAPPLICATIONSYSTEMS
TECHNOLOGY,LTD.,INCLUDINGA 1,000TO 1REVERSE
SPLITOFTHE ISSUEDANDOUTSTANDINGCOMMON
STOCKAS OF MARCH27, 2003,AS MORE
PARTICULARLYDESCRIBEDIN THEPROXYSTATEMENT.
ODD 4. PROPOSALTO RATIFYTHE SELECTIONOF
BERNSTEIN& PINCHUKLLPASTHE COMPANY'S
INDEPENDENTAUDITORSFORTHE CURRENT
FISCALYEAR.
DDD
Authorized
to Vote Abstain
For Against Abstain
5. IN THEIR DISCRETION,THE PROXYHOLDERS
ARE AUTHORIZEDTO VOTEUPONSUCHOTHER
MATTERSASMAYPROPERLYCOMEBEFORE
THE MEETING.
DD
2. PROPOSALTORATIFYTHEMERGEROF FIBER
APPLICATIONSYSTEMSTECHNOLOGY,LTD. INTO
INNOVATIVEFOODHOLDINGS,INC.,INCLUDINGA 200TO
1 REVERSESPLITOFTHE ISSUEDANDOUTSTANDING
COMMONSTOCKAS OF MARCH8,2004, AS MORE
PARTICULARLYDESCRIBEDINTHEPROXYSTATEMENT.
ODD
3. ELECTIONOF DIRECTORSFORTERMSEXPIRINGATTHE 2006
ANNUALMEETINGBY HOLDERSOFCOMMONSTOCK:
For Withhold
02-JoelGold
DD
DO
DD
01 - MichaelFerrone
02 -Joe DiMaggio,Jr
iii AuthorizedSignatures. SignHere.Thissectionmustbecompletedforyourinstructions tobeexecuted.
The undersignedacknowledgesreceiptof the combinedNoticeofAnnual Meetingof Shareholdersand ProxyStatementthat accompaniesthis Proxy.
NOTE:PleasesignexacUyas nameappearshereon.Joint owners shouldeach sign. Whensigningas allomey, executor,administrator,trustee or guardian, pleasegive full liUeas such.
Signature1 - Pleasekeepsignaturewithin the box Signature2 - Pleasekeep signaturewithin the box Date (mmldd/yyyy)
/ / . 1UPX 0060791 +
001CD40001 OOG1ZB
INNOVATIVE FOOD HOLDINGS, INe.
1923Trade CenterWay, SuiteOne
Naples, FL 34109
June 20, 2005
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of Innovative Food Holdings,
Inc. ("IVFH") to be held at 2:00 p.m., Eastern Daylight Time, on Wednesday, July 6,2005 at the offices
of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP, 750 Lexington Avenue, New York,
New York 10022-1200.
Enclosed are the formal notice of the Annual Meeting and our proxy statement. This year, among other
items, you are being asked to approve two resolutions ratifying historical actions relating to our corporate
status. Approval of both of the corporate status resolutions will result in no significant changes to the
currently maintained assets, liabilities, or outstanding shares of IVFH.
Please read the enclosed proxy statement for the meeting. Whether or not you plan to attend the
meeting, please sign, date and return the proxy card in the enclosed envelope to Computershare Trust
Company, Inc. as soon as possible so that your vote will be recorded. Because we have different voting
groups voting on different proposals, it is very important that you respond and send in your proxy, even
if you only own a small number of shares. If you attend the meeting, you may withdraw your proxy and
vote your shares in person.
Sincerely yours,
Jonathan Steckler
President
INNOVATIVE FOOD HOLDINGS, INC.
1923 Trade Center Way, Suite One
Naples, FL 34109
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on Wednesday, July 6, 2005
To the Shareholders of Innovative Food Holdings, Inc.:
An Annual Meeting of Shareholders ofInnovative Food Holdings, Inc. ("IVFH") will be held on
Wednesday, July 6, 2005 at 2:00 p.m. Eastern Daylight Time, at the offices of Feder, Kaszovitz, Isaacson,
Weber, Skala, Bass & Rhine LLP, 750 Lexington Avenue, New York, New York 10022-1200, for the
following purposes:
1. To consider and act upon a proposal to ratify a merger of Alpha Solarco, Inc., a dissolved
Colorado corporation ("Alpha Solarco") into Fiber Application Systems Technology,Ltd.
("Fiber"), a Colorado corporation formed on February 18,2003, which would also ratify a
reverse split 'of Alpha Solarco's issued and outstanding common stock, effective March
27,2003, pursuant to which Fiber issued one of its shares in exchange for 1,000 shares
of Alpha Solarco's outstanding common stock;
2. To consider and act upon a proposal to ratify a merger of Fiber into your Company,
IVFH, which would also ratify a reverse split of IVFH's issued and outstanding common
stock, effective March 8, 2004, pursuant to which IVFH issued one of its shares in
exchange for 200 shares of Fiber's outstanding common stock;
3. To elect three directors;
4. To ratify the selection of Bemstein & Pinchuk LLP as the Company's independent
auditors for the current fiscal year; and
5. To transact such other business that may properly come before the meeting.
Only shareholders of record at the close of business on June 15, 2005 are entitled to notice of and to
vote at the meeting and any adjournments.
All shareholders are cordially invited to attend the meeting in person. Whether or not you expect to
attend the meeting, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE. THIS IS VERY IMPORTANT, EVEN IF YOU OWN
ONLY A SMALL NUMBER OF SHARES. The giving of your proxy will not affect your right to vote in
person should you later decide to attend the meeting.
By Order of the Board of Directors
Innovative Food Holdings, Inc.
Jonathan Steckler, President
Naples, Florida
June 20, 2005
PROXY STATEMENT
INNOVATIVE FOOD HOLDINGS, INC.
This proxy statement is being furnished in connection with the solicitation of proxies by Innovative Food
Holdings, Inc. ("NFH") on behalf of the Board of Directors for the Annual Meeting of Shareholders. This
proxy statement and the other enclosed documents are being mailed on or about June 20, 2005 to all
shareholders entitled to vote at the Annual Meeting. In addition to solicitation by mail, certain officers ofNFH
may solicit proxies by mail, telephone or personal interview.
Only holders of record ofIVFH common stock at the close of business on June 15,2005 are entitled to
notice of, and to vote at, the Annual Meeting. There were approximately 5,480 holders of record ofIVFH
common stock at the close of business on the record date, with 83,542,037 shares ofIVFH common stock
issued and outstanding. Each share of IVFH common stock entitles the holder to one vote on each matter
submitted for shareholder approval.
The presence, in person or by proxy, at the Annual Meeting of the holders ofa majority of the shares of
IVFH common stock outstanding and entitled to vote at the Annual Meeting, is necessary to constitute a
quorum. Directors will be elected by a favorable vote of a plurality of the shares of common stock present
and entitled to vote, in person or by proxy, at the Annual Meeting. The matters relating to corporate status
will require the approval of the holders of a majority of the outstanding shares of common stock as of
March 26, 2003, and February 17,2004, respectively. All other proposals to come before the Annual
Meeting require the approval of a majority of the votes cast on such matters. Because we have different
voting groups voting on different proposals, it is very important that you respond and send in your
proxy, even if you only own a small number ofshares.
You can ensure that your shares are voted at the Annual Meeting by completing, signing, dating, and
returning the enclosed proxy card in the envelope provided. Because we have different voting groups
voting on different proposals, it is very important that you respond and send in your proxy, even if you
only own a small number of shares. Submitting your proxy will not affect your right to attend the
meeting and vote. A proxy may be revoked at any time before it is exercised by filing with the Secretary
of IVFH a written revocation or a duly executed proxy bearing a later date or by voting in person at the
meeting.
The shares represented by the proxies received in response to this solicitation and not revoked will be
voted in the manner specified. Where specific choices are not indicated, the shares represented by all
valid proxies received will be voted: (1) for the ratification of the first corporate status resolution; (2) for
the ratification of the second corporate status resolution; (3) for the three nominees for director named in
this proxy statement; (4) for the ratification of the appointment of the independent auditors. Should any
matter not described in this proxy statement be properly presented at the meeting, the persons named in
the proxy will vote in accordance with their judgment.
THE FIRST CORPORATE STATUS PROPOSAL (Item 1 on Proxy Card)
IVFH is a successor corporation to Alpha Solarco, Inc., a dissolved Colorado corporation ("Alpha
Solarco"). Alpha Solarco was administratively dissolved in the State of Colorado on April 1, 2000. The
dissolution was apparently unknown to our previous officers and directors for several years. As a result
of the administrative dissolution, at the present time and in order to correct to record, Alpha Solarco is
still required to wind up its affairs. As part of the winding up of its affairs, the Board of Directors of
Alpha Solarco formed Fiber Application Systems Technology, Ltd. ("Fiber") in the State of Colorado on
February 18,2003. The purpose of creating Fiber was to wind up the Alpha Solarco's affairs by merging
Alpha Solarco into Fiber and in effect reinstating the corporation in good standing. To complete the
winding up Alpha Solarco's affairs and to clarify any questions about the exact corporate status ofIVFH
as the successor to Alpha Solarco and Fiber, the shareholders are being requested to ratify the plan of
merger which is attached as Annex A to be effective retroactively as of March 27, 2003.
If this corporate status merger is approved, the approval will include ratification and approval of the
reverse stock split in which former Alpha Solarco shareholders received one share of Fiber's common
stock for each 1,000 shares of issued and outstanding Alpha Solarco common stock as of March 27, 2003.
In connection with such reverse split, no fractional shares were or will be issued. Holders of old shares,
both of record and beneficially, who would otherwise be entitled to receive a fractional new share are
entitled to one full share of common stock in lieu thereof.
Pursuant to the provisions of the Colorado Business Corporation Act, the Board of Directors of Alpha
Solarco adopted a resolution ratifying and approving the merger of Alpha Solarco with, and into, Fiber.
Subject to the approval of the holders of at least a majority of the shares of common stock outstanding as
of March 26,2003, the merger of Alpha Solarco with, and into, Fiber will be ratified and approved and
the 1for 1,000reverse stock split will be ratified and approved. No exchange of stock certificates will be
required. As a result of the merger, the winding up of Alpha Solarco will be complete.
IVFH's current management was not involved with the company as of the time of this transaction and
has no first hand knowledge of the events. However, management has received information from
previous counsel to the Company that shareholder approval was in fact obtained, although there are no
available records reflecting that approval. As a result, and purely in order to create a proper record,
management is presenting this proposal for ratification by the shareholders. Regardless of the outcome of
the voting on this proposal, management will rely upon previous counsel's representation that shareholder
approval was in fact previously obtained.
Management believes that the merger is essential for clarification ofIVFH's current status as a
corporation. The Board of Directors believes that the proposed merger is in the best interests of IVFH and
its shareholders and recommends a vote FOR the following proposal:
RESOLVED, that the plan of merger by which Alpha Solarco, Inc., a dissolved Colorado
corporation, will be merged into Fiber Application Systems Technology, Ltd., which plan also ratifies a 1
for 1,000 reverse split of this corporation's common stock as set forth in the proxy statement of
management ofIVFH is hereby approved, ratified, and confirmed; and it is further
RESOLVED, that the officers of this corporation are hereby authorized and directed to take
such actions and things, make such other agreements, and execute and deliver such other contracts or
writings as such officers may deem necessary or advisable, in order to carry into effect the purposes and
intent of the foregoing resolutions, or the transactions contemplated thereby.
THE SECOND CORPORATE STATUS PROPOSAL (Item 2 on Proxy Card)
IVFH is a successor corporation to Fiber as a result of a merger that occurred on February 18,2004. To
clarify any questions about the approval of this merger and the exact corporate status of IVFH as the
successor to Alpha Solarco and Fiber, the shareholders are being requested to ratify a plan of merger
which is attached as Annex B to be effective retroactively as of March 8, 2004.
If this corporate status merger is approved, it will include ratification and approval of the reverse stock
split in which former Fiber shareholders received one share ofIVFH's common stock for each 200 shares
of issued and outstanding Fiber common stock as of March 8, 2004. In connection with such reverse split,
no fractional shares were, or will be, issued. Holders of old shares, both of record and beneficially, who
2
I
would otherwise be entitled to receive a fractional new share are entitled to one full share of common
stock in lieu thereof.
Pursuant to the provisions of the Colorado Business Corporation Act and the Florida Business
Corporation Act, the Board of Directors of Alpha Solarco adopted a resolution ratifying and approving
the proposal. Subject to the approval of the holders of at least a majority of the shares of common stock of
IVFH outstanding as of February 17, 2004, the merger of Fiber with, and into, IVFH will be ratified and
approved, and the 1 for 200 reverse stock split will be ratified and approved. No exchange of stock
certificates will be required. As a result of the merger, Alpha Solarco's merger with IVFH will be
complete.
IVFH's current management was not involved with the company as of the time of this transaction and
has no first hand knowledge of the events. However, management has received information from
previous counsel to the company that shareholder approval was in fact obtained, although there are no
available records reflecting that approval. As a result, and purely in order to create a proper record,
management is presenting this proposal for ratification by the shareholders. Regardless of the outcome of
the voting on this proposal, management will rely upon previous counsel's representation that shareholder
approval was in fact previously obtained.
Management believes that the merger is essential for clarification ofIVFH's current status as a
corporation. The Board of Directors believes that the proposed merger is in the best interests of IVFH and
its shareholders and recommends a vote FOR the following proposal:
RESOLVED, that the plan of merger by which Fiber Application Systems Technology, Ltd. will
be merged into this corporation, which plan also ratifies a 1 for 200 reverse split of this corporation's
common stock as set forth in the proxy statement of management of IVFH, is hereby approved, ratified, and
confirmed; and it is further
RESOLVED, that the officers of this corporation are hereby authorized and directed to take
such actions, make such other agreements and execute and deliver such other contracts or writings as such
officers may deem necessary or advisable in order to carry into effect the purposes and intent of the
foregoing resolutions, or the transactions contemplated thereby.
ELECTION OF DIRECTORS (Item 3 on Proxy Card)
Nominees
All three directors will stand for re-election at the meeting. The elected directors will hold office until
the next annual meeting of shareholders or until their successors are duly elected and qualified. The three
nominees for election at the annual meeting are listed below with brief biographies. The Board of
Directors knows of no reason why any nominee may be unable to serve as a director. If any nominee is
unable to serve, the shares represented by all valid proxies will be voted for the election of such other
person as the Board of Directors may recommend.
Michael Ferrone, Chairman
Michael Ferrone was Executive Producer and Producer, Bob Vila TV Productions, Inc. from its
founding in 1989 to 2000. Michael co-created and developed the popular new T.V. show, "Bob Vila's
Home Again". As Executive Producer, Michael managed all aspects of creation, production, distribution,
sales, and sponsor relations. Michael managed Bob Vila's business affairs including his dealings with
senior executives at Sears, NBC, CBS, A&E, HGTV, General Motors, and Hearst Publications. Prior to
joining Bob Vila, Michael Ferrone was a builder/remodeler in Cape Cod, Mass.
3
Chef Joe DiMaggio, Jr.
Chef DiMaggio has a broad history of theme and concept creation, concept food design, restaurant
design (over 250), and quality control. Chef DiMaggio acquired numerous 4 star ratings and over 400
write-ups throughout the world including 90 television appearances and movie set catering. Chef
DiMaggio has also served as personal Chef for celebrities such as the Rolling Stones, Al Pacino, Frank
Sinatra, Chris Isaak, The Cranberries, Harrison Ford, President Reagan and President Clinton.
Joel Gold
Joel Gold is currently head of Investment Banking at Andrew Garrett, Inc., an investment-banking firm
located in New York City. From January 1999 until December 1999, he was an Executive Vice President
of Solid Capital Markets, an investment-banking firm also located in New York City. From September
1997 to January 1999, he served as a Senior Managing Director ofInterbank Capital Group, LLC, an
investment banking firm also located in New York City. From April 1996 to September 1997, Mr. Gold
was an Executive Vice President ofLT Lawrence & Co., and from March 1995 to April 1996, a
Managing Director of Fechtor.Detwiler & Co., Inc., a representative of the underwriters for the IVFH's
initial public offering. Mr. Gold was a Managing Director of Furman Selz Incorporated from January
1992 until March 1995. From April 1990 until January 1992, Mr. Gold was a Managing Director of Bear
Steams and Co., Inc. ("Bear Steams"). For approximately 20 years before he became affiliated with Bear
Steams, he held various positions with Drexel Burnham Lambert, Inc. He is currently a director, and
serves on the Audit and Compensation Committees, of Geneva Financial Corp., a publicly held specialty,
consumer finance company.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
ELECTION OF ALL NOMINEES LISTED ABOVE AS DIRECTORS OF IVFH.
RATIFICATION OF AUDITORS (Item 4 on Proxy Card)
The Board of Directors has appointed the firm of Bernstein & Pinchuk LLP, as the Company's principal
independent auditors for the fiscal year ending December 31, 2005, subject to ratification by the
shareholders. The Company has not had an independent auditor for at least the last three years and first
engaged this firm in May 2005. If the appointment of this firm is not approved or ifit declines to act or
their engagement is otherwise discontinued, the Board of Directors will appoint other independent
auditors.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE INDEPENDENT AUDITORS.
OTHER MATTERS
The Board of Directors does not intend to bring other matters before the Annual Meeting except items
incident to the conduct ofthe meeting. However, on all matters properly brought before the meeting by
the Board of Directors or by others, the persons named as proxies in the accompanying proxy, or their
substitutes, will vote in accordance with their best judgment.
4
ANNEX A
PLAN OF MERGER
This Plan of Merger is made to be effective as of the 27th day of March, 2003 (the "Effective Date"), between
Alpha Solarco, Inc., a dissolved Colorado corporation and the merging corporation ("Alpha Solarco"), and Fiber
Application Systems Technology,Inc., a Colorado corporation and the surviving corporation("Fiber").
I. Recitals. Common stock is the only class of outstanding stock of Alpha Solarco. Alpha Solarco was
administrativelydissolved on April I, 2000 and, as a completion of the winding up of its affairs, desires to be merged
into Fiber as of the Effective Date (the "Merger"). The respective corporations desire to ratify, adopt, and approve this
Plan of Merger under which Alpha Solarco will be merged into Fiber. The Boards of Directors of the respective
corporations deem it advisable and in the best interests of the corporations and shareholders of the corporations that
Alpha Solarcomerge and combine with Fiber pursuant to the terms and conditions set forth in this Plan of Merger.
2. Conversion of Securities. The Merger shall provide for the following issuance and exchange of
securities:
(a) The authorized shares of Fiber shall remain unchanged as a result of the Merger. Each
issued and outstanding one thousand (1,000) shares of Alpha Solarco as of the Effective Date shall be converted into
one (I) fully paid and nonassessable share of Fiber as of the Effective Date. Any fractional interest in the resulting
Fiber common stock that would otherwise result from the foregoing exchange ratio shall be rounded up to the next
higher whole share.
(b) From and after the Effective Date, certificates representing shares of Alpha Solarco and
shares representing issued and outstanding stock of Fiber as of the effective date of the Merger (collectively, "Old
Shares") shall be deemed to represent only the right to shares of the new stock in Fiber to which the shareholder
would be entitled ("New Shares").
(c) After the Effective Date, the holders of the Old Shares may surrender certificatesevidencing
their Old Shares for cancellationto ComputershareTrust Company, Inc., which shall issue new stock certificates
evidencing ownership of the New Shares on the basis set forth above.
3. Corporate Existence. Fiber shall continue in existence unchanged as of the Effective Date. The
separate existence of Alpha Solarco shall cease, and Alpha Solarco and Fiber shall become a single corporation in
accordancewith this Plan of Merger.
4. No Amendments to Articles of Incorporation. The Articles of Incorporation of Fiber shall not be
amended as a result of the Merger.
5. Severabilitv.This Plan of Merger shall be interpreted in such a manner as to render it enforceable to
the maximum degree possible. In the event that any clause of this Plan of Merger is found to be illegal or unenforceable,
such clause shall be severed or modified to the extent necessary in order to make the remainder of this Plan of Merger
enforceable,and as so severed or modified, this Plan of Merger shall remain in full force and effect.
Dated to be effective the day and year first set forth above.
ALPHA SOLARCO, INC.,
a dissolvedColorado corporation
By:
Title:
FIBER APPLICATIONS SYSTEMSTECHNOLOGY, LTD,
a Colorado corporation
By:
Title:
ANNEX B
PLAN OF MERGER
This Plan of Merger is made to be effective as of the 8th day of March, 2004 (the "Effective Date"), between
Fiber Application Systems Teclmology, LTD, a Colorado corporation and the merging corporation ("Fiber") and
InnovativeFood Holdings, Inc., a Florida corporation and the surviving corporation ("IVFH").
1. Recitals. Common stock is the only class of outstanding stock of Fiber. Fiber desires to be merged
into IVFH as of the Effective Date (the "Merger"). The respective corporations desire to ratify, adopt, and approve this
Plan of Merger under which Fiber will be merged into IVFH. The Boards of Directors of the respective corporations
deem it advisable and in the best interests of the corporations and shareholders of the corporations that Fiber merge and
combinewith IVFH pursuant to the terms and conditions as set forth in this Plan of Merger.
2.
securities:
Conversion of Securities. The Merger shall provide for the following issuance and exchange of
(a) The authorized shares of IVFH shall remain unchanged as a result of the Merger. Each
issued and outstanding two hundred (200) shares of Fiber as of the Effective Date shall be converted into one (1)
fully paid and nonassessable share of IVFH as of the Effective Date. Any fractional interest in the resulting IVFH
common stock that would otherwise result from the foregoing exchange ratio shall be rounded up to the next higher
whole share. .
(b) From and after the Effective Date, certificates representing shares of Fiber and shares
representing issued and outstanding stock ofIVFH as of the effective date of the Merger (collectively, "Old Shares")
shall be deemed to represent only the right to shares of the new stock in IVFH to which the shareholder would be
entitled ("New Shares").
(c) After the Effective Date, the holders of the Old Sharesmay surrender certificatesevidencing
their Old Shares for cancellationto ComputershareTrust Company, Inc., which shall issue new stock certificates
evidencing ownership of the New Shares on the basis set forth above.
3. Corporate Existence. IVFH shall continue in existence unchanged as of the Effective Date. The
separate existence of Fiber shall cease, and Fiber and IVFH shall become a single corporation in accordance with this
Plan of Merger.
4. No Amendments to Articles of Incorporation. The Articles of Incorporation of IVFH shall not be
amended as a result of the Merger.
5. Severability.This Plan of Merger shall be interpreted in such a manner as to render it enforceable to
the maximum degree possible. In the event that any clause of this Plan of Merger is found to be illegal or unenforceable,
such clause shall be severed or modified to the extent necessary in order to make the remainder of this Plan of Merger
enforceable,and as so severed or modified, this Plan of Merger shall remain in full force and effect.
Dated to be effective the day and year first set forth above.
FIBER APPLICATIONS SYSTEMSTECHNOLOGY, LTD,
a Colorado corporation
By:
Title:
INNOVATIVEFOOD HOLDINGS, INe.
a Florida corporation
By:
Title:
