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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
x Preliminary Proxy Statement | ||||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
o Definitive Proxy Statement | ||||
o Definitive Additional Materials | ||||
o Soliciting Material Pursuant to §240.14a-11c or §240.14a-12 |
TBX RESOURCES, INC.
Payment of Filing Fee (Check the appropriate box):
þ | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | 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) | Date Filed: |
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1. To amend our Articles of Incorporation to effect a one-for-ten reverse stock split of all outstanding (but not all authorized) shares of the Company’s common stock; and | |
2. To amend our Articles of Incorporation to provide that the Articles of Incorporation may be amended by a majority vote of issued and outstanding shares; and | |
3. To elect two directors to hold office for a term of one year and until their successors are elected and qualified; and | |
4. To consider and take action upon such other matters as may properly come before the meeting or any adjournment or adjournments thereof. |
By Order of the Board of Directors | |
/s/TIM BURROUGHS | |
Tim Burroughs, | |
President and Director |
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Name | Age | Position | ||||
Tim Burroughs | 45 | President and Director | ||||
Sherri Cecotti | 40 | Secretary/Treasurer |
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Name and Position | Year | Annual Salary | Bonus | ||||||||||
Tim Burroughs, | 2003 | $ | 150,000 | $ | -0- | ||||||||
President | 2004 | $ | 150,000 | $ | -0- | ||||||||
Sherri Cecotti, | 2003 | $ | 48,000 | $ | -0- | ||||||||
Secretary/ Treasurer | 2004 | $ | 48,000 | $ | 5,000 |
Amount | Percent of | |||||||||||
Title of Class | Name and Address of Owner | Owned | Class | |||||||||
Common Stock | Tim Burroughs(1) 3330 LBJ Freeway Suite 1320 Dallas, TX 75234 | 4,065,896 | 12.22 | % | ||||||||
Common Stock | Tim Burroughs Family Tr(2) 12300 Ford Road, Ste 194 Dallas, Texas 75234 | 5,000,000 | 15.03 | % | ||||||||
Common Stock | Samuel Warren 5 Cindywood Street Texarkana, TX 75503 | 3,378,316 | 10.15 | % |
(1) | Effective December 1, 1999, we entered into an employment agreement with our President, Mr. Burroughs, whereby Mr. Burroughs shall receive stock options good for five years from the date of issuance to purchase up to 500,000 shares of our common stock each year at a price which shall not be greater than 50% of the average bid price for our common stock during the previous year. This right to purchase accumulates so that if Mr. Burroughs does not purchase the shares to which he is entitled from a year, that amount of shares that are not purchased is added to the previous number of shares that Mr. Burroughs may purchase. The result is that Mr. Burroughs shall have the right to acquire an additional 2,500,000 shares of our common stock over a five-year period. Mr. Burroughs currently owns 4,065,896 shares of our common stock after exercising his option to purchase 2,500,000 on November 30, 2004. Mr. Burroughs current contract is extended for an additional year or until a new contract can be executed in 2005. |
(2) | The beneficiary of the Burroughs Family Trust is Becca Burroughs, the daughter of Tim Burroughs, our President. |
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Quarter | Low Bid | High Bid | ||||||
Quarter ending February 2005 | $ | 0.28 | $ | 0.32 | ||||
Quarter ending May 2005 | $ | 0.14 | $ | 0.17 | ||||
Quarter ending August 2005 | $ | — | $ | — | ||||
Quarter ending November 2005 | $ | — | $ | — |
Quarter | Low Bid | High Bid | ||||||
Quarter ending February 2004 | $ | 0.03 | $ | 0.05 | ||||
Quarter ending May 2004 | $ | 0.02 | $ | 0.04 | ||||
Quarter ending August 2004 | $ | 0.01 | $ | 0.03 | ||||
Quarter ending November 2004 | $ | 0.03 | $ | 0.13 |
Quarter | Low Bid | High Bid | ||||||
Quarter ending February 2003 | $ | 0.45 | $ | 0.09 | ||||
Quarter ending May 2003 | $ | 0.35 | $ | 0.08 | ||||
Quarter ending August 2003 | $ | 0.04 | $ | 0.08 | ||||
Quarter ending November 2003 | $ | 0.03 | $ | 0.05 |
Quarter | Low Bid | High Bid | ||||||
Quarter ending February 2002 | $ | 0.15 | $ | 0.24 | ||||
Quarter ending May 2002 | $ | 0.29 | $ | 0.40 | ||||
Quarter ending August 2002 | $ | 0.24 | $ | 0.29 | ||||
Quarter ending November 2002 | $ | 0.07 | $ | 0.10 |
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Before | After | |||||||
Shares Issued and Outstanding | 33,272,537 | 3,327,254 | ||||||
Shares Authorized and Reserved | 100,000,000 | 100,000,000 | ||||||
Shares Authorized and Unreserved | 100,000,000 | 100,000,000 |
1. A stockholder will not recognize gain or loss on the exchange. In the aggregate, the stockholder’s basis in the new shares will equal his basis in the old shares. | |
2. A stockholder’s holding period for the new shares will be the same as the holding period of the old shares exchanged therefor. | |
3. The Company will not recognize any gain or loss as a result of the reverse stock split. |
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By Order of the Board of Directors | |
/s/TIM BURROUGHS | |
Tim Burroughs, | |
President and Director |
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PROXY | TBX RESOURCES, INC. | PROXY |
3030 LBJ Freeway, Suite 1320
Dallas, Texas 75234
Special Meeting of Stockholders
August 31, 2005
This Proxy is solicited on behalf of the Board of Directors.
The undersigned stockholder of TBX Resources, Inc., a company organized under the laws of the State of Texas, hereby appoints Tim Burroughs, President, and Sherri Cecotti, Secretary, as Proxies, each with the power to appoint his substitute and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of Common Stock of TBX Resources, Inc. held of record by the undersigned on July 20, 2005 at the Special Meeting of Stockholders to be held on August 31, 2005, at 8:30 A.M. Central Daylight Time or at any adjournment thereof.
(Continued and to be signed and dated on reverse side)
SEE REVERSE SIDE
/Please Detach and Mail in the Envelope Provided /
Please date, sign and mail your proxy card back as soon as possible!
Ax Please mark your votes as in this example.
FOR | AGAINST | WITHHOLD AUTHORITY | ||||||||
1. | To amend the Articles of Incorporation to effect a one-for-ten reverse stock split of all outstanding (but not all authorized) shares of Common Stock. | o | o | o | ||||||
FOR | AGAINST | WITHHOLD AUTHORITY | ||||||||
2. | To amend the Articles of Incorporation to reduce the required percentage vote to Amend the Articles of Incorporation from 662/3 to a simple majority. | o | o | o |
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FOR | WITHHOLD AUTHORITY | |||||||||
3. | To elect | o | o | Nominee: Jeffrey Reynolds | ||||||
o | o | Nominee: Sam Warren |
3. In their discretion the proxies are authorized to vote upon such other business as may properly come before the meeting.
o Check here for address change | NEW ADDRESS | |
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS LISTED ABOVE.
Date sign and return the Proxy card promptly using the enclosed envelope.
SIGNATURE(S) | ||
DATE | ||
SIGNATURE, IF HELD JOINTLY | ||
DATE | ||
NOTE: When shares are held by joint tenants, both should sign. When signing as attorney, executor, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. |