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 (Amendment No. _____)
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 Under Rule 14a-12
PBS Holding, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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PBS Holding, Inc.
433 Kitty Hawk Drive
Suite 226
Universal City, Texas 74148
October 17, 2005
NOTICE OF MEETING OF SHAREHOLDERS
Dear Stockholder:
We cordially invite you to attend the annual meeting of stockholders of
PBS Holding, Inc f/k/a Primary Business Systems, Inc (the "Company"). The annual
meeting will be held at the Venetian Resort Hotel & Casino, 3355 Las Vegas
Boulevard South, Las Vegas, Nevada 89109 on November 7, 2005 at 11 a.m. Las
Vegas time. The agenda for the meeting is as follows:
1. To elect three (3) directors to our Board of Directors to hold
office until the next annual meeting of shareholders.
2. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on October 14, 2005
as the record date for the meeting and only holders of shares of record at that
time are entitled to notice of and vote at the meeting or any adjournment of the
meeting.
You are cordially invited to attend the meeting. Whether or not you plan
to attend, please complete, date and sign the accompanying proxy and return it
promptly in the enclosed envelope to assure that your shares are represented at
the meeting. If you do attend, you may revoke any prior proxy and vote your
shares in person if you wish to do so. Any prior proxy will automatically be
revoked if you execute the accompanying proxy or if you notify the Secretary of
the Company, in writing, prior to the Annual Meeting of Shareholders.
By Order of the Board of Directors
/s/ Amanda Sinclair
Amanda Sinclair,
Secretary
Dated: October 17, 2005
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
PBS HOLDING, INC
(f/k/a Primary Business Systems, Inc.)
433 Kitty Hawk Dr., Suite 226
Universal City, Texas 78148
PROXY STATEMENT FOR THE COMPANY'S
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 7, 2005
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS
Why am I receiving this proxy statement?
This proxy statement describes the proposal on which our board of
directors would like you, as a stockholder, to vote at the annual meeting of the
stockholders of the Company, which will take place at the Venetian Resort Hotel
& Casino, 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109 on November 7,
2005 at 11 a.m. Las Vegas time. It also gives you information on this proposal
so that you can make an informed decision. We intend to mail this proxy
statement and accompanying proxy card on or about October 17, 2005 to all
stockholders of record entitled to vote at the annual meeting.
In this proxy statement, we refer to PBS Holding, Inc., as the "Company", "we",
"us" or "our."
Who can vote at the annual meeting of stockholders?
Stockholders who owned shares of common stock on October 14, 2005 may
attend and vote at the annual meeting. Each share is entitled to one vote. There
were 10,784,753 shares of the Company's common stock outstanding on October 14,
2005. This figure reflects our recent stock split effected on September 29,
2005. All shares of common stock shall vote together as a single class.
Information about the stockholdings of our directors and executive officers is
contained in the section of this proxy statement entitled "Voting Securities and
Ownership of Certain Beneficial Owners and Management" on page eight (8) of this
proxy statement.
What is the proxy card?
The proxy card enables you to appoint Amanda Sinclair, Secretary of the
Company, and/or Patrick Matthews, Chairman of the Company, as your
representative(s) at the annual meeting. By completing and returning the proxy
card, you are authorizing these persons to vote your shares at the annual
meeting in accordance with your instructions on the proxy card. This way, your
shares will be voted whether or not you attend the annual meeting. Even if you
plan to attend the annual meeting, it is a good idea to complete and return your
proxy card before the annual meeting date just in case your plans change. If a
proposal comes up for vote at the annual meeting that is not on the proxy card,
the proxies will vote your shares, under your proxy, according to their best
judgment.
What am I voting on?
You are being asked to vote on the election of board of directors and we
will also transact any other business that properly comes before the annual
meeting.
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How does the board of directors recommend that I vote?
Our board of directors unanimously recommends that the shareholders vote
"for" the nominees for director.
What is the difference between holding shares as a stockholder of record and as
a beneficial owner?
Most of our stockholders hold their shares in an account at a brokerage
firm, bank or other nominee holder, rather than holding share certificates in
their own name. As summarized below, there are some distinctions between shares
held record and those owned beneficially.
Stockholder of Record
If on October 14, 2005 your shares were registered directly in your name
with our transfer agent, Registrar and Transfer Company, you are a stockholder
of record who may vote at the annual meeting, and we are sending these proxy
materials directly to you. As the stockholder of record, you have the right to
direct the voting of your shares by returning the enclosed proxy card to us or
to vote in person at the annual meeting. Whether or not you plan to attend the
annual meeting, please complete, date and sign the enclosed proxy card to ensure
that your vote is counted.
Beneficial Owner
If on October 14, 2005, your shares are held in an account at a brokerage
firm or at a bank or other nominee holder, you are considered the beneficial
owner of shares held "in street name," and these proxy materials are being
forwarded to you by your broker or nominee who is considered the stockholder of
record for purposes of voting at the annual meeting. As the beneficial owner,
you have the right to direct your broker on how to vote your shares and to
attend the annual meeting. However, since you are not the stockholder of record,
you may not vote these shares in person at the annual meeting unless you receive
a valid proxy from your brokerage firm, bank or other nominee holder. To obtain
a valid proxy, you must make a special request of your brokerage firm, bank or
other nominee holder. If you do not make this request, you can still vote by
using the voting instruction card enclosed with this proxy statement; however,
you will not be able to vote in person at the annual meeting.
How do I Vote?
(1) You may vote by mail.
You may vote by mail by completing, signing and dating your proxy card and
returning it in the enclosed, postage-paid and addressed envelope. If you mark
your voting instructions on the proxy card, your shares will be voted:
o as you instruct, and
o according to the best judgment of the proxies if a proposal
comes up for a vote at the annual meeting that is not on the
proxy card.
If you return a signed card, but do not provide voting instructions, your
shares will be voted:
o for the three (3) nominees to the board, all of whom are
presently serving on the board;
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o according to the best judgment of Ms. Amanda Sinclair if a
proposal comes up for a vote at the annual meeting that is not
on the proxy card.
(2) You may vote in person at the annual meeting.
We will pass out written ballots to anyone who wants to vote at the annual
meeting. However, if you hold your shares in street name, you must bring to the
annual meeting a valid proxy from the broker, bank or other nominee holding your
shares that confirms your beneficial ownership of the shares and gives you the
right to vote your shares. Holding shares in street name means you hold them
through a brokerage firm, bank or other nominee, and therefore the shares are
not held in your individual name. We encourage you to examine your proxy card
closely to make sure you are voting all of your shares in the Company.
What does it mean if I receive more than one proxy card?
You may have multiple accounts at the transfer agent and/or with
stockbrokers. Please sign and return all proxy cards to ensure that all of your
shares are voted.
What if I change my mind after I return my proxy?
You may revoke your proxy and change your vote at any time before the
polls close at the annual meeting. You may do this by:
o sending a written notice to the Secretary of the Company
stating that you would like to revoke your proxy of a
particular date,
o signing another proxy card with a later date and returning it
before the polls close at the annual meeting, or attending the
annual meeting and voting in person.
Please note, however, that if your shares are held of record by a
brokerage firm, bank or other nominee, you must instruct your broker, bank or
other nominee that you wish to change your vote by following the procedures on
the voting form provided to you by the broker, bank or other nominee. If your
shares are held in street name, and you wish to attend the annual meeting and
vote at the annual meeting, you must bring to the annual meeting a legal proxy
from the broker, bank or other nominee holding your shares, confirming your
beneficial ownership of the shares and giving you the right to vote your shares.
Will my shares be voted if I do not sign and return my proxy card?
If your shares are held in street name or in your name and you do not sign
and return your proxy card, your shares will not be voted unless you vote in
person at the annual meeting.
How are votes counted?
You may vote "for," "against," or "abstain" on the election of directors.
How many stockholders are needed either in person or by proxy to hold the annual
meeting?
To hold the annual meeting and conduct business, a majority of the
Company*s outstanding shares of common stock entitled to vote, in person or
represented by proxy, must be present at the annual meeting. This is called a
quorum.
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Shares are counted as present at the annual meeting if the stockholder
either:
o is present and votes in person at the annual meeting, or
o has properly submitted a proxy card.
How many votes are required to re-elect the nominated persons to the Board of
Directors?
The affirmative vote of a plurality of the votes cast as the meeting of
the shareholders by the holders of shares of Common Stock entitled to vote in
the election are required to elect each director.
How many votes are required to approve other matters that may come before the
stockholders at the annual meeting?
An affirmative vote of a majority of the votes cast at the annual meeting
is required for approval of all other items being submitted to the shareholders
for their consideration.
What happens if I do not indicate how to vote my proxy?
If you just sign your proxy card without providing further instructions,
your shares will be counted as a "for" vote for adoption of the proposed
employee stock option plan and "for" the nominees on the proxy card.
Is my vote kept confidential?
Proxies, ballots and voting tabulations identifying stockholders are kept
confidential and will not be disclosed except as may be necessary to meet legal
requirements.
Where do I find the voting results of the annual meeting?
We will announce preliminary voting results at the annual meeting and will
also publish the final results in our quarterly report on Form l0-QSB for the
fiscal quarter following the results of the voting on this matter. We will file
that report with the SEC, and you can obtain a copy by calling the SEC at
l-800-SEC-0330 for the location of the nearest public reference room, or through
the EDGAR system on the internet at www.sec.gov.
Who can help answer my questions?
You can contact our corporate headquarters, at (210) 658-4675 or by
sending to Amanda Sinclair at 433 Kitty Hawk Dr., Suite 226, Universal City,
Texas 78148, any questions about proposals described in this proxy statement or
how to execute your vote.
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PBS HOLDINGS, INC
433 Kitty Hawk Dr., Suite 226
Universal City, Texas 78148
PROXY STATEMENT
FOR
Annual Meeting of Shareholders
To Be Held on November 7, 2005
SOLICITATION OF PROXIES
This proxy statement and the accompanying form of proxy have been mailed
on or about October17, 2005 to the Common Stock shareholders of record on
October 14, 2005 (the "Record Date") of PBS HOLDING, INC., f/k/a Primary
Business Systems, Inc (the "Company"), a Nevada corporation in connection with
the solicitation of proxies by the Board of Directors of the Company for use at
the Annual Meeting of shareholders to be held at the Venetian Resort Hotel &
Casino, 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109 on November 7,
2005 at 11 a.m. Las Vegas time, and at any adjournment thereof.
ACTION TO BE TAKEN UNDER PROXY
Shares of the Company's Common Stock represented by an effective proxy in
the accompanying form will, unless contrary instructions are specified in the
proxy, be voted:
(i) FOR the election of the three persons named herein as nominees for
directors of the Company, for a one-year term expiring at the 2006
annual meeting of stockholders (or until their successors are duly
elected and qualified); and
(ii) to transact such other business that may properly come before the
meeting or any adjournment thereof, as determined by the Chairman of
the Board of Directors.
It is expected that the only matters to be considered at the Annual Meeting is
the election of Directors and any other matters that may properly come before
the Annual Meeting.
REVOCABILITY OF PROXY
Any such proxy may be revoked at any time before it is voted. A
shareholder may revoke this proxy by notifying the Secretary of the Company
either in writing prior to the Annual Meeting or in person at the Annual
Meeting, by submitting a proxy bearing a later date or by voting in person at
the Annual Meeting.
VOTING
The presence of a majority of the holders of the outstanding Shares
entitled to vote, in person or represented by proxy will constitute a quorum for
the transaction of business. Directors shall be elected by a plurality of the
votes cast at a meeting of the shareholders by the holders of such shares
entitled to vote in the election. An affirmative vote of a majority of the votes
cast at the meeting is required for approval of all other items being submitted
to the shareholders for their consideration. The term votes cast is defined as
the votes actually cast for or against the resolution. A shareholder, not
present at the Annual Meeting, voting through a proxy, who abstains from voting
on any matter which is submitted to the shareholders for a vote, including the
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election of Directors, is considered to be present at the meeting for the
purpose of establishing a quorum, however, the shares are not counted as being
voted for or against the matter submitted. Brokers holding shares for beneficial
owners in "street names" must vote those shares according to specific
instructions they received from the owners of such shares. If instructions are
not received, brokers may vote the shares on all matters to be voted upon at the
Annual Meeting.
The Company will bear the cost of the solicitation of proxies by the Board
of Directors. The Board of Directors may use the services of its executive
officers and certain Directors to solicit proxies from shareholders in person
and by mail, telegram and telephone. Arrangements may also be made with brokers,
fiduciaries, custodians, and nominees to send proxies, proxy statements and
other material to the beneficial owners of The Company's Common Stock held of
record by such persons, and the Company may reimburse them for reasonable
out-of-pocket expenses incurred by them in so doing.
The Annual Report on Form 10KSB for the fiscal year ended December 31,
2004,as amended, including financial statements, accompanies this proxy
statement.
The principal executive offices of the Company are located at 433 Kitty
Hawk Dr., Suite 226, Universal City, Texas 78148. The Company's telephone number
is (210) 658-4675.
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VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The securities entitled to vote at the meeting are the Company's Common
Stock, $.001 par value ("Common Stock"). The presence, in person or by proxy, of
a majority of shares entitled to vote will constitute a quorum for the meeting.
Each share of Common Stock entitles its holder to one vote on each matter
submitted to shareholders. The close of business on October 14, 2005 has been
fixed as the Record Date for the determination of the shareholders entitled to
notice of and to vote at the meeting and any adjournment thereof. At that date,
10, 784,753 shares of Common Stock were issued and outstanding. This figure
reflects our recently completed reverse stock split effected on September 29,
2005. Voting of the shares of Common Stock is on a non-cumulative basis.
The following table sets forth certain information as of October 14, 2005
with respect to (i) the persons (including any "group" as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934), known by the Company
to be the beneficial owner of more than five percent (5%) of any class of The
Company's voting securities; (ii) each Executive Officer and Director who owns
Common Stock in the Company; and (iii) all Executive Officers and Directors as a
group. As of October 14, 2005, there were 10,784,753 shares of Common Stock
issued and outstanding.
Name and Address of Amount of and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percentage of Class
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Common Stock Patrick D. Matthews(1) 9,084,800 84%
$.001 Par Value
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Common Stock Amanda Sinclair 802,231 7.4%
$.001 Par Value
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All Officers & Directors as a Group 9,887,031 91.4%
(2 in number)
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(1) Includes 535,601 shares of Common Stock owned by Connie Matthews who is the
spouse of Patrick Matthews. Mrs. Matthews served as a director of the Company
until her resignation in September, 2005.
Principal Accountant Fees and Services
The Company selected Matsen & Associates, Inc., Certified Public
Accountants, as its independent accountants for the recent 2004 fiscal year. For
the fiscal years ended December 31, 2004 and 2003, Matsen & Associates and
Seller & Andersen, LLC respectively served as our independent accountants for
those fiscal years. The audit services provided by Matsen & Associates, Inc.,
and Seller & Andersen, LLC, consist of examination of financial statements,
services relative to filing s with the Securities and Exchange Commission, and
consultation in regard to various accounting matters. The following table
presents the total fees paid for professional audit and non-audit services
rendered by our independent auditors for the audit of our annual financial
statements for the years ended December 31, 2004 and December 31, 2003 and fees
billed for other services rendered by our independent auditors during those
periods.
Fiscal Year Ended Fiscal Year Ended
December 31, 2004 December 31, 2003
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Audit Fees (1) $14,680 $14,680
Audit-Related Fees (2) N/A N/A
Tax Fees (3) $15,000 $15,000
All Other Fees (4) N/A N/A
Total $29,680 $29,680
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(1) Audit services consist of audit work performed in the preparation of
financial statements for the fiscal year, review of the annual report on Form
10KSB and for the review of financial statements included in Quarterly Reports
on Form 10-Q during the fiscal year, as well as work that generally only the
independent auditor can reasonably be expected to provide, including consents
for registration statement filings and responding to SEC comment letters on
annual and quarterly filings.
(2) Audit-related services consist of assurance and related services that are
traditionally performed by the independent auditor, including due diligence
related to mergers and acquisitions, agreed upon procedures report and
accounting and regulatory consultations.
(3) Tax services consist of all services performed by the independent auditor's
tax personnel, except those services specifically related to the audit of the
financial statements, and includes fees in the areas of tax compliance, tax
planning, and tax advice.
(4) Other services consist of those service not captured in the other
categories.
Our Board has determined that the services provided by our independent
auditors and the fees paid to them for such services has not compromised the
independence auditors. We do not have an Audit Committee of the Board. Because
of our small size of operations and because we are not traded on an exchange or
on the NASDAQ Stock Markets, we are not required by law or applicable
regulations to have an Audit Committee. The Board acts as a whole with respect
to matters which might otherwise be acted upon by an Audit Committee. Further,
as a result of our financial condition, and limited financial resources to
obtain directors' and officers insurance and to provide financial incentives to
Board members, we have been unable to attract qualified persons to serve on our
Board.
Consistent with SEC policies regarding auditor independence, the Board has
responsibility for appointing, setting compensation and overseeing the work of
the independent auditor. In recognition of this responsibility, the Board has
established a policy to pre-approve all audit and permissible non-audit services
provided by the independent auditor. Prior to engagement of the independent
auditor for the next year's audit, management will submit a detailed description
of the audit and permissible non-audit services expected to be rendered during
that year for each of four categories of services described below to the Board
for approval. In addition, management will also provide to the Board for its
approval a fee proposal for the services proposed to be rendered by the
independent auditor. Prior to the engagement of the independent auditor, the
Board will approve both the description of audit and permissible non-audit
services proposed to be rendered by the independent auditor and the budget for
all such services. The fees are budgeted and the Board requires the independent
auditor and management to report actual fees versus the budget periodically
throughout the year by category of service.
During the year, circumstances may arise when it may become necessary to
engage the independent auditor for additional services not contemplated in the
original pre-approval. In those instances, the Board requires separate
pre-approval before engaging the independent auditor. To ensure prompt handling
of unexpected matters, the Board may delegate pre-approval authority to one or
more of its members. The member to whom such authority is delegated must report,
for informational purposes only, any pre-approval decisions to the Board at its
next scheduled meeting. The four categories of services provided by the
independent auditor are as defined in the footnotes to the fee table set forth
above.
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EXECUTIVE COMPENSATION
Executive Compensation
The following table sets forth below the summary compensation paid or
accrued by the Company during the fiscal years ended December 31, 2004, December
31, 2003, and December 31, 2002 for the Company's Chief Executive Officer:
Long Term Payouts
Annual compensation Awards Payouts
g
a f Securities i
Name and e Restricted underlying h All Other
principal b c d Other annual Stock options/ LTIP Compen-
position Year Salary Bonuses Compensation awards($) SAR's # Payout sation
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Patrick 2004 84,450 0 0 0 0 0 0
Matthews CEO
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Patrick 2003 86,000 0 0 0 0 0 0
Matthews CEO
- --------------------------------------------------------------------------------------------------------------------------------
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Mr. Matthews joined the Company in November 2002. Prior management including the
former CEO prior to Mr. Matthews are no longer with the company.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
There were no stock option grants to any executive officers granted during the
year ended December 31, 2004.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of Securities Value of Unexercised In-
Share Underlying Unexercised The-Money
Acquired Options/SARs at Options/SARs At
on Value December 31, 2003 December 31, 2003
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---------- --------------------- ------------------- -------------------------- -------------------------
none None None None None
Employment Agreements
All our employees are employed "at will" there are no formal employment
agreements in place. We do not have a written employment agreement with our CEO,
Rick Matthews. Mr. Matthews is entitled to receive a base salary of $120,000 per
year, which he has not taken in order to because of the financial condition of
the Company. We have not paid any bonuses to our executive officers, including
Mr. Matthews, during the fiscal year ended December 31, 2004. No other person
received compensation in excess of $100,000 during the most recent fiscal year
end.
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PROPOSAL
ELECTION OF DIRECTORS
The Company's Amended and Restated By-laws provide that directors shall be
elected at each annual meeting of the stockholders to hold office until the next
annual meeting, but if any such annual meeting is not held or the directors are
not elected at any annual meeting, the directors may be elected at any special
meeting of stockholders held for that purpose, or at the next annual meeting of
stockholders held thereafter. Each director, including a director elected to
fill a vacancy, shall hold office until the expiration of the term for which
elected and until a successor has been elected and qualified or until his
earlier resignation or removal or his office has been declared vacant in the
manner provided in these bylaws. Directors need not be stockholders. The By-laws
of the Company provide that the authorized number of directors shall be no less
than one (1) or more than seven (7). The exact number of authorized directors
shall be set by resolution of the board of directors, within these limits. The
current Board is comprised of two persons. We are expanding it to three persons,
assuming the three nominees are elected
The persons nominated for election to the Company's Board of Directors at
the Annual Meeting are Patrick D. Matthews and Amanda Sinclair and Michael
Ellis. Mr. Matthews and Ms. Sinclair currently serve on the Board of Directors.
The affirmative vote of a plurality of the votes cast at a meeting of the
shareholders by the holders of shares of Common Stock entitled to vote in the
election is required to elect each Director. All proxies received by the Board
of Directors will be voted for the election as Directors of the nominees
indicated below if no direction to the contrary is given. In the event any
nominee is unable to serve, the proxy solicited hereby may be voted, in the
discretion of the holder of the proxy, for the election of another person in his
stead. The Board of Directors knows of no reason to anticipate this will occur.
Family relationships exist between the directors or nominee for election as a
Director.
The following table sets forth certain information as of the date hereof
with respect to all of the Directors of the Company, including its three (3)
nominees for election to the Company's Board of Directors at the 2005 Annual
Meeting. The information provided below indicates those Directors whose term of
office expires at the Annual Meeting. The Directors whose terms of office expire
at the Annual Meeting are those Directors nominated for election at the 2005
Annual Meeting.
The following table sets forth the names, ages and positions of our
executive officers and directors as of October 14, 2005. Under our bylaws, each
director holds office until the election and qualification of his or her
successor or until their earlier resignation or removal.
Name Age Position
- ---- --- --------
Patrick D. Matthews 47 Chairman, Chief Executive Officer and President
Amanda Sinclair 24 Director, Executive Vice President, Secretary
Michael Ellis 54 Director
PATRICK D. MATTHEWS (Nominee) has been Chairman, CEO, CFO and President since
November 29, 2003. Mr. Matthews was the founder of Primary Business Systems
LLC., and established the company in October 1999, which name has since been
changed to PBS Holdings, Inc. as of 2005. From February 1997, Mr. Matthews was a
Founder, Director, Vice President of Aerostaff Services Inc., a PEO. From March
1992 Mr. Matthews was a Director and Regional Vice President of BSI a Texas
based PEO. From June 1990 Mr. Matthews was founder and Owner of Matthews
Painting Co., a commercial and residential painting company. From March 1979 Mr.
Matthews was Vice President with Piccadilly Cafeterias. Mr. Matthews is the
father of Amanda Sinclair.
AMANDA SINCLAIR (Nominee) has been Director, Secretary and Vice President since
November 29, 2003. Mrs. Sinclair was a Member, director of operations of the
Company since January 2000. From 1998 Mrs. Matthews was
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employed by Lane Bryant as a sales associate. Mrs. Sinclair is currently
enrolled in a business degree program at St. Phillips College. Amanda Sinclair
is the daughter of Patrick D. Matthews.
MICHAEL ELLIS (Nominee) has been a Senior Systems Administrator at Trinity
University since June 2001. Prior to his joining Trinity University, Mr. Ellis
was a Vice President of Clear Blue Media, an internet advertising company. From
1991 through 200 Mr. Ellis was the President of Marketing, Inc. an advertising
firm.
Compensation of Directors
As all of our current directors are also employees of our company, we have
not paid additional retainer or other compensation to the persons currently
serving on our Board of Directors. The Board will determine the level of
compensation to be paid to non- employee directors after the Annual Meeting.
There are no understandings with the nominees for director as to the level of
compensation.
Meetings and Committees of the Board of Directors
During the fiscal year ended December 31, 2004, the Board of Directors met
on one occasion and acted by unanimous written consent on no occasions. No
member of the Board of Directors attended less than all of the aggregate number
of the total number of meetings of the Board of Directors.
The Board of Directors has not established any committees. All matters
relating to audit, compensation, nominations and corporate governance are
considered and acted upon by our Board of Directors. All of the current members
of the Board of Directors are members of the Matthews family. We have no
independent directors as determined under the rules of any securities exchange
such as the New York Stock Exchange or the rules of the NASDAQ Stock Market. Our
Common Stock is not traded on any exchange or on the NASDAQ. We have determined
that Mr. Ellis, if elected, would qualify as an independent director within the
meaning of Rule 4200 (15) of the Nasdaq Stock Market Rules.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
The Board does not have a compensation committee. There are no interlocks
between our Directors and Directors of other companies.
Audit Committee and Audit Committee Financial Expert
We do not have an Audit Committee of the Board. Because of our small size
of operations and because we are not traded on an exchange or on the NASDAQ
Stock Markets, we are not required by law or applicable regulations to have an
Audit Committee. The Board acts as a whole with respect to matters which might
otherwise be acted upon by an Audit Committee. Further, as a result of our
financial condition, and limited financial resources to obtain directors' and
officers insurance and to provide financial incentives to Board members, we have
been unable to attract qualified persons to serve on our Board.
Our Board of Directors has determined that we do not have at least one
member that qualifies as an audit committee financial expert pursuant to Item
401 of Regulation S-B.
Nominations to the Board of Directors
We do not have a separate Nominating Committee of our Board of Directors.
Given the small size of our operations, and our lack of financial resources, we
have been unable to attract qualified persons to serve on our Board of
Directors. As a result, our Board acts as a whole with respect to the
consideration of additional candidates for service on the Board. The Board
considers candidates for election to our Board of Directors, whether recommended
by security holders or otherwise, in accordance with the following criteria,
applicable to all candidates:
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o Nominees shall have a reputation for integrity, honesty and adherence to
high ethical standards.
o Nominees should have demonstrated business acumen, experience and the
ability to exercise sound judgment in matters that relate to current and
long-term objectives of PBS Holdings, Inc and should be willing and able
to contribute positively to our decision-making process.
o Nominees should have a commitment to understand PBS Holdings, Inc and its
industries and to regularly attend and participate in meetings of the
Board and its committees.
o Nominees should have the interest and ability to understand the sometimes
conflicting interests of the various constituencies of PBS Holdings, Inc.,
which include stockholders, employees, customers, governmental units,
creditors and the general public, and to act in the interests of all
stockholders.
o Nominees should not have, nor appear to have, a conflict of interest that
would impair the nominees' ability to represent the interests of all of
PBS Holdings' stockholders and to fulfill the responsibilities of a
director.
o Nominees shall not be discriminated against on the basis of race,
religion, national origin, sex, disability or any other basis proscribed
by applicable law.
The re-nomination of existing directors are not viewed as automatic, but
shall be based on continuing qualification under the criteria set forth above.
In addition, the Board considers the existing directors' performance on the
Board and any committee thereof. The Board also considers the backgrounds and
qualifications of the directors considered as a group and our ability to attract
other persons to serve in light of our industry, financial condition and
financial resources. The Board desires to ensure that the Board, when taken as a
whole, should provide a significant breadth of experience, knowledge and
abilities that shall assist the Board in fulfilling its responsibilities.
Procedure to be followed by Security Holders in Submitting Director Candidate
Recommendations
Any security holder who desires the Board to consider one or more
candidates for nomination as a director should either by personal delivery or by
United States mail, postage prepaid, deliver a written recommendation addressed
to the Chairman of the Board of Directors, at 433 Kitty Hawk Drive, Suite 226,
Universal City, Texas 74148, not later than (i) with respect to an election to
be held at an annual meeting of stockholders, 120 days prior to the anniversary
date of the immediately preceding annual meeting; and (ii) with respect to an
election to be held at a special meeting of stockholders for the election of
directors, the close of business on the tenth day following the date on which
notice of such meeting is first given to stockholders. Each written
recommendation should set forth: (a) the name and address of the stockholder
making the recommendation and of the person or persons recommended; (b) the
consent of such person(s) to serve as a director(s) of PBS Holdings, Inc. if
nominated and elected; (c) description of how the person(s) satisfy the general
criteria for consideration as a candidate referred to above and (d) a biography
or similar information regarding the person being nominated as would satisfy the
information requirements required under the rules and regulations of the SEC for
inclusion in a proxy statement.
Communications with the Board of Directors
Any shareholder who wishes to communicate with the Board of Directors
should send a written letter to Chairman of the Board of Directors, at the
Company's principal address. Letters may be directed to the Board as a whole or
to individual members.
Certain Reports; Section 16 Compliance
No person who, during the fiscal year ended December 31, 2004, was a
Director, officer or beneficial owner of more than ten percent of our common
stock (which is the only class of our securities registered under Section 12 of
the Securities and Exchange Act of 1934) failed to file on a timely basis,
reports required by Section 16 of the Securities and Exchange Act or during
prior years.
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Code of Ethics
Our Board of Directors adopted a Code of Ethics as of March 1, 2004. Our
Code of Ethics and Conduct covers all our employees and Directors, including our
Chief Executive Officer and Chief Financial Officer. A copy of our Code of
Ethics has previously been filed as an exhibit to our proxy statement for the
2004 Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"THE NOMINEES
FOR DIRECTOR
FINANCIAL INFORMATION
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10KSB, AS AMENDED AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED DECEMBER
31, 2004 HAS BEEN FURNISHED WITH THIS PROXY STATEMENT TO SHAREHOLDERS.
SHAREHOLDERS MAY RECEIVE, FOR A NOMINAL FEE, A COPY OF THE EXHIBITS TO THE
FORM 10KSB. Each such request must set forth a good faith representation that as
of September 29, 2005, the person making the request was the beneficial owner of
Common Shares of the Company and entitled to vote at the 2005 Annual Meeting of
Shareholders. We are subject to the informational requirements of the Exchange
Act and in accordance therewith file reports, proxy and information statements,
and other information with the SEC. Such reports, proxy and information
statements, and other information we file can be inspected and copied at the
public reference facilities maintained by the SEC at 100 F. Street NE,
Washington, D.C. 20549, as well as the regional offices of the SEC located at
233 Broadway, New York, New York. Copies of such materials can be obtained from
the Public Reference Section of the SEC at 100 F. Street NE, Washington, D.C.
20549 at prescribed rates. The SEC maintains a World Wide Web site that contains
reports, proxy and information statements, and other information filed through
the SEC's Electronic Data Gathering, Analysis and Retrieval System. This Web
site can be accessed at http://www.sec.gov
III. OTHER BUSINESS
As of the date of this proxy statement, the items discussed herein contain
the only business which the Board of Directors intends to present, and is not
aware of any other matters which may come before the meeting. If any other
matter or matters are properly brought before the Annual Meeting, or any
adjournments thereof, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy on such matters in accordance with
their judgment.
SHAREHOLDER PROPOSALS
Proposals of Shareholders intended to be presented at the Company's 2006
Annual Meeting of Shareholders must be received by the Company on or prior to
May 24, 2006 to be eligible for inclusion in the Company's proxy statement and
form of proxy to be used in connection with the 2006 Annual Meeting of
Shareholders.
By Order of the Board of Directors
/s/ Amanda Sinclair
Amanda Sinclair,
Secretary
Dated: October 17, 2005
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND
RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
IT IS MAILED IN THE UNITED STATES OF AMERICA.
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PBS HOLDING, INC.
ANNUAL MEETING OF SHAREHOLDERS
November 7, 2005
PROXY
The undersigned hereby appoints Patrick Mathews and/or Amanda Sinclair and
each of them, proxies, with full power of substitution to each, to vote all
Common Shares of PBS Holding, Inc. owned by the undersigned at the Annual
Meeting of Shareholders of PBS Holding, Inc. to be held on November 7, 2005 at
11:00 pm (Las Vegas, Nevada time) and at any adjournments thereof, hereby
revoking any proxy heretofore given. The undersigned instructs such proxies to
vote:
I. ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) _____ listed below ______
(Instruction: Please check appropriate box above. To withhold authority
for any individual nominee, strike a line through the nominee's name in the list
below)
NOMINEES FOR DIRECTORS
PATRICK MATTHEWS AMANDA SINCLAIR MICHAEL ELLIS
AND TO VOTE UPON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF, all as described in the Proxy Statement
dated on or about October 14, 2005 receipt of which is hereby acknowledged.
Either of the proxies, who shall be present and acting, shall have and may
exercise all the powers hereby granted.
Unless contrary instructions are given, the shares represented by this
proxy will be voted (a) for the Election of the two (2) Directors nominated and
(b) to vote upon any other business as may properly come before the meeting or
any adjournment thereof. Please sign exactly as name appears hereon. Joint
Owners should each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
Said proxies will use their discretion with respect to any other matters
which properly come before the meeting.
This proxy is solicited on behalf of the Board of Directors.
Please sign and return the proxy in the enclosed envelope.
Dated: , 2005
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Signature
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Print Name
(Please date and sign exactly as name appears at left.
For joint accounts, each joint owner should sign,
executors, administrators, trustees, etc., should also
so indicate when signing.)