Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CORCAP, INC.
(Name of Registrant as Specified In Its Charter)
(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:
[ ] 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:
[ ] 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 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 No.:
3) Filing Party:
Corcap, Inc.
4) Date Filed:
March 27, 2002
CORCAP, INC.
Notice of Annual Meeting, to be held May 8, 2002
Proxy Statement
CORCAP, INC.
108 Lincoln Street
Boston, MA 02111
(617) 523-2700
April 18, 2002
Dear Corcap Stockholders:
The following pages contain the formal notice of the 2002 Annual
Meeting and the Proxy Statement. Please be sure to complete, date, sign
and return the enclosed proxy card promptly to ensure that your shares
will be voted.
Also enclosed is Corcap's Annual Report on Form 10-K as filed with
the Securities and Exchange Commission for the year ended December 31,
2001, and consolidated financial statements for 2001,2000, 1999, 1998,
1997 and 1996.
You are invited to attend Corcap's Annual Meeting to be held on
Wednesday, May 8, 2002 at 10.00 a.m. at Corcap's Corporate Office
located at 108 Lincoln Street, Boston, MA 02111.
Sincerely,
Vivian Wenhuey Chen Huang
Chairman of the Board
President & CEO
CORCAP, INC.
- ---------------------------------------------------------------------
NOTICE OF ANNUAL MEETING To Be Held May 8, 2002
To: The Owners of Common Stock
The 2002 Annual Meeting of Stockholders of Corcap, Inc. will be
held at Corcap's Corporate Office, 108 Lincoln Street, Boston,
Massachusetts, on Wednesday, May 8, 2002 at 10:00 a.m. (Boston Time),
for the following purposes:
1. To elect seven Directors to serve until the 2003 Annual
Meeting of Stockholders.
2. To approve a Change of Corporate Name to August Financial
Holding Company, Inc.
3. To approve a reverse stock split of 1 share of Company
common stock for every one hundred shares currently held.
4. To transact any other business which may properly come
before the meeting or any adjournment or adjournments
thereof.
Stockholders of record at the close of business on April 10, 2002
will be entitled to notice of and to vote at the 2002 Annual Meeting.
The Board of Directors urges you to complete, date and sign the
accompanying proxy card and return it promptly in the enclosed envelope.
All stockholders are cordially invited to attend the Annual Meeting, and
your right to vote in person will not be affected if you mail your proxy.
By Order of the Board of Directors
Thomas W. Huang
Secretary
Boston Massachusetts
April 18,2002
____________________________________________________________________
IMPORTANT
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL
MEETING, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
CORCAP, INC. PROXY STATEMENT
- ------------------------------------------------------------------------
GENERAL
This Proxy Statement of Corcap, Inc., a Nevada corporation
("Corcap" or the "Company"or the "Corporation"), is being mailed or
otherwise furnished to its stockholders on or about April 18, 2002 in
connection with the solicitation by the Board of Directors of proxies to
be voted at its 2002 Annual Meeting of Stockholders to be held on May 8,
2002 at 10:00 a.m. (Boston time) at Corcap's Corporate Office, 108
Lincoln Street, Boston, Massachusetts 02111.
Enclosed with this Proxy Statement and Notice of Annual Meeting is
a proxy card on which the Board of Directors requests that you vote FOR
Proposal No. 1 to elect the seven nominees proposed by management for
election to the Board of Directors; FOR Proposal No. 2 to change the
Company's corporate name to "August Financial Holding Company, Inc.";
and FOR Proposal No. 3 to approve a reverse stock split of 1 share for
100 shares.
Except for procedural matters incident to the conduct of the Annual
Meeting, the Company does not know of any matters other than those
described in the Notice of Annual Meeting that are to come before the
Annual Meeting. If any other matters are properly brought before the
Annual Meeting, the persons named in the accompanying proxy will vote
the shares represented by the proxies on such matters in their
discretion.
All costs of solicitation of proxies will be borne by the Company.
Those costs are expected to include not only those ordinarily incurred
in connection with the preparation and mailing of proxy material, but
because of the Company's inactive state for the last six years,
management believes it necessary to retain a proxy soliciting firm,
D. F. King & Co., Inc., to solicit the votes necessary to gain approval
of the majority of the issued and outstanding shares required as
described in the following paragraph. The cost of that solicitation
will also be borne by the Company. In addition to solicitations by mail,
the Company's Directors and officers, without additional compensation,
and representatives of D.F. King & Co., Inc., may solicit proxies by
telephone and personal interviews.
Only holders of record of Corcap's Common Stock, par value $ .01 per
share, at the close of business on April 10, 2002 (the "Record Date")
are entitled to notice of and to vote at the meeting. On that date,
there were 3,375,726 shares of Common Stock outstanding, the holders of
which are entitled to one vote per share. The affirmative vote of a
plurality of the votes cast at the meeting is required to elect Directors
(Proposal 1). Abstentions, and shares not voted for the election of
Directors on proxies returned to the Company will have no effect on the
vote. The affirmative vote of the majority of the issued and outstanding
shares of the Company's Common Stock is required for the approval of the
amendment to the Company's Articles of Incorporation to change the name
of the Company (Proposal 2) and for approval of the reverse stock split
(Proposal 3). Accordingly, abstentions and shares not voted in favor of
Proposals 2 and 3 will have the effect of being a vote against those
proposals.
ELECTION OF DIRECTORS
(Proposal No. 1)
Pursuant to the Bylaws of the Company, the Board of Directors has
fixed the number of directorships at six, has nominated and recommends
that stockholders elect the seven nominees identified below to serve as
Directors of the Company until the next Annual Meeting and until their
successors are elected and qualified. Ms. Huang and Messrs. Clark, Pryor
and Roenigk are presently serving as Directors of the Company. Messrs.
Clark and Pryor were elected by stockholders at the 1995 Annual Meeting
of Stockholders. Mr. Roenigk was appointed by the remaining members of
the Board of Directors in August 1995 to fill a vacancy on the Board at
that time. Ms. Huang was appointed by the remaining members of the
Board of Directors on February 27, 2002 to fill the vacancy created by
the resignation of Mr. Sundman who resigned on that date to comply with
the age limit then contained in the Company's Bylaws. Mr. Sundman
had been elected by the Company's shareholders at the 1995 Annual Meeting
of Stockholders. The provision of the Bylaws establishing an age
limitation has since been repealed by the Board of Directors, and the
Board of Directors has nominated and recommends the re-election of Mr.
Sundman. The Board of Directors also recommends that stockholders elect
nominees Miles P. Jennings, Jr. and Yuan Chang to the Board.
If at the time of the Annual Meeting any of the six nominees should
be unable or decline to serve, the persons named in the proxy will vote
for such substitute nominee or nominees, if any, as the Board of
Directors recommends. The Board of Directors has no reason to believe
that any nominee will be unable or will decline to serve as a Director
if elected. The following sets forth certain information concerning each
nominee for Director.
Yuan Chang, 67. Mr. Chang is an Advisor in Financial Services,
having recently retired as CEO of MetLife Greater China Operation.
Prior to that he was in charge of Investment Strategies at MetLife.
He was also for 29 years a member of the Travelers Insurance
Company in Hartford, CT. Mr. Chang is a lawyer and an actuary. By
membership election, he served as Vice President of the Society of
Actuaries on North America.
David W. Clark, Jr., 64. Mr. Clark is a Managing Director of Pryor
& Clark Company, an investment and real estate company located
in Windsor, CT. Until his resignation in June 1991, he served as
President, Chief Operating Officer and Treasurer of the Company.
He has served as a Director of the Company since 1988. Prior to
becoming President of the Company, Mr. Clark had been employed by
Lydall, Inc. for more than five years most recently as its
President. He also serves as a Director of Checkpoint Systems,
Inc. (manufacturing), CompuDyne Corporation (manufacturing) and
SS&C Technology Systems.
Vivian Wenhuey Chen Huang, 59. Ms. Huang is the Chairman of the
Board of Asian American Bank & Trust Company. She served as
Chairman of the Board, President and CEO from August 1993 through
September 2001. Prior to that, she led the organization of the
Bank and was a practicing attorney in Boston for more than twenty
years, of which more than sixteen years was with Ropes & Gray and
four years was with Bloom & Witkins and Cuddy, Lynch & Bixby when
she organized the Bank. Ms. Huang was appointed Chairman,
President and CEO of the Company on February 27, 2002.
Ms. Huang is very active in civic and community organizations in
the Boston area.
Miles P. Jennings, Jr., 57. Mr. Jennings is a private investor.
In July 2000 he retired from being a broker with Advest, Inc. in
Hartford, Connecticut where he had served as Vice President-Sales.
Formerly, he was a director of CompuDyne Corporation and an
Interim Director of Asian American Bank & Trust Company during its
organization.
Millard H. Pryor, Jr., 68. Mr. Pryor is a Managing Director of
Pryor & Clark Company, an investment and real estate company
located in Windsor, CT. He is a director of that company,
Hartford Financial Services Mutual Funds in Hartford, CT,
CompuDyne Corporation and Infodata Systems, Inc. Mr. Pryor has
been a director of the Company since 1988. Until his resignation
in June 1991, Mr. Pryor was Chairman of the Board and CEO of the
Company, and formerly he was Chairman and CEO of Lydall, Inc.
Martin A. Roenigk, 59. Mr. Roenigk has been the Chairman of the
Board, President and CEO of CompuDyne Corporation since August 1995.
He served on the Board of Asian American Bank & Trust Company from
1993 to 1995.
John E. Sundman, 74. Mr. Sundman served as Director of the
Company from June 1988 to February 27, 2002. He served as Chairman
of the Board and CEO until his resignation on February 27, 2002.
From November 1989 to May 1, 1991 Mr. Sundman served as the Vice
President of the Company. From June 1988 to November 1989, Mr.
Sundman served as Vice President-Finance, Treasurer and Chief
Financial Officer of the Company. Formerly, Mr. Sundman served as
a Vice President-Finance, Treasurer and Chief Financial Officer of
Lydall, Inc. and also served as a Lydall director and Senior
Vice President of CompuDyne Corporation.
DIRECTORS AND EXECUTIVE OFFICERS
Directors. The Board of Directors held fourteen (14) meetings and
acted by consent on ten (10) occasions from 1995 through 2001 and held
two meetings during 2002. All Directors attended all of the meetings of
the Board and of any committee on which they served, except Vivian
Wenhuey Chen Huang, who attended only the second Board meeting in 2002
in which she was elected Director, Chairman of the Board, President and
CEO by the then serving directors.
The Company's Board of Directors has three committees: the Audit
Committee, the Compensation and Employee Stock Option Committee and the
Executive Committee. The Company does not have a Nominating Committee.
The Audit Committee considers and reviews all matters connected with
external audit reports, the auditors' management report and similar
matters. See the Report of the Audit Committee below. The Compensation
and Employee Stock Option Committee (i) reviews the compensation of
officers of the Company at the Vice President level and above; (ii)
approves various employment contracts with officers and other employees;
and (iii) approves the granting of incentive awards under the Corcap
1988 Stock Incentive Compensation Plan ("1988 Plan"). The Executive
Committee acts on behalf of the Board of Directors in the interval
between its meetings on all matters other than those specifically
assigned by the Board of Directors to its other committees. During 2001
none of the Audit, the Compensation and Employee Stock Option, or the
Executive Committee held any meetings.
Executive Officers. The following table sets forth the name and
age of each executive officer of Corcap and his/her office in 2001. All
officers serve at the pleasure of the Board of Directors of Corcap.
EXECUTIVE OFFICERS
Name and Age Office Business Experience
- ------------ ------ -------------------
Vivian Wenhuey Chen Huang Chief Executive Officer * ****
59 & President
John Sundman, 74 Chief Executive Officer * ***
Diane W. Burns, 59 President ** ***
_____________________________
* See previous description.
** Ms. Burns served as President from August 1995 until her
resignation on February 27, 2002. Prior to that time she served as
Corporate Secretary since 1988. Ms. Burns also served as Corporate
Secretary of CompuDyne Corporation from 1990 to 1999. Formerly Ms.
Burns served as Assistant Treasurer of Lydall, Inc.
*** Resigned on February 27, 2002.
**** Vivian Wenhuey Chen Huang was elected President and Chief
Executive Officer on February 27, 2002 to develop new business for the
corporation.
OWNERSHIP OF CORCAP COMMON STOCK
The following table lists, to the Company's knowledge, the
ownership of Common Stock of the Company, if any, on April 10, 2002,
unless as noted otherwise, and the nature of such ownership, for each of
the Company's current Directors and each nominee for Director, for all
officers and Directors of Corcap as a group and for each person who owns
in excess of 5 percent of Corcap's common stock. Unless otherwise
noted, the holder has sole voting and dispositive power with respect to
the shares listed.
Amount and Nature
of Percent
Beneficial of
Name Title of Class Ownership Class
- ---- -------------- --------- -----
Yuan Chang 0 0
David W. Clark, Jr. Common Stock 4,533
8,752 (IRA) .39%
------
13,285
Vivian Wenhuey Chen Huang 0 0
Miles P. Jennings, Jr. Common Stock 166,910 4.94%
Millard H. Pryor, Jr. Common Stock 42,746 (1)
51,030 (IRA) 2.78%
------
93,776
Martin A. Roenigk Common Stock 542,534 16.07%
John E. Sundman Common Stock 57,278 1.70%
All directors and
officers as a group
(7 persons) Common Stock 873,783 25.88%
- ---------------------------
(1) Includes 9,700 shares held by Mr. Pryor's wife, as to which Mr.
Pryor disclaims any beneficial interest.
EXECUTIVE COMPENSATION AND OTHER TRANSACTIONS WITH MANAGEMENT
Summary Compensation Table
- --------------------------
After the election of the Board of Directors in the Annual Meeting,
it is the Board's intention to negotiate a compensation package with
Vivian Wenhuey Chen Huang as the Company's Chief Executive Officer and
President.
RELATED PARTY TRANSACTIONS
Corcap was introduced to Vivian Wenhuey Chen Huang and her new
business plans by Miles P. Jennings, Jr. on January 8, 2002. As a fee
for such service, Corcap has agreed to grant Mr. Jennings 200,000 shares
of Corcap common stock before the reverse split described below.
As an incentive for directors to serve on the Board, each director
who is not an employee of the Company or is not otherwise receiving any
compensation from the Company will be issued 40,000 shares of Corcap
common stock before the reverse split described below.
As a compensation for Diane Burns' service until her resignation
on February 27, 2002 as President, she will be issued 40,000 shares of
Corcap common stock before the reverse split described below.
REPORT OF AUDIT COMMITTEE AND FEES OF INDEPENDENT AUDITORS
Report of Audit Committee
The Audit Committee did not meet in the period from 1995 to the
beginning of 2002 because the Company was inactive and did not issue
audited statements.
The Board of Directors of the Company has adopted a charter for the
Audit Committee, a copy of which is attached as Exhibit A. The charter
charges the Committee with the responsibility for, among other things,
reviewing the Company's audited financial statements and the financial
reporting process. In carrying out that responsibility, the Committee
has reviewed and discussed the Company's audited financial statements
with management and it has discussed the matters required to be
discussed by Statement of Auditing Standards 61, as amended, with the
independent auditors. In addition, the Committee has reviewed the
written disclosures required by Independence Standards Board Standard
No. 1, which were received from the Company's independent accountants,
and has discussed the independent accountants' independence with them.
Based on these reviews and discussions, the Committee recommended to the
Board of Directors that the Company's audited financial statements be
included in the Company's Annual Report on Form 10-K for the Company's
fiscal years ended December 31, 1996, 1997, 1998, 1999, 2000 and 2001.
The Audit Committee Members are: David W. Clark, Jr., and Millard
H. Pryor, Jr.
Audit and Audit Related Fees
The aggregate fees billed for professional services rendered by
Kostin, Ruffkess & Company, LLC, for the audit of the Company's annual
financial statements for the fiscal years, 1996, 1997, 1998, 1999, 2000
and 2001 were $19,150. There were no non-audit-related fees for those
fiscal years.
Financial Information Systems Design and Implementation Fees
No professional services were rendered or fees billed by for
Kostin, Ruffkess & Company, LLC for financial information systems design
and implementation for the most recent fiscal year.
Compliance With Section 16(a) Of The Securities Exchange Act Of 1934
- --------------------------------------------------------------------
Sections 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who
own more than 10% of the Company's Common Stock, to file with the SEC
initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company on Forms 3, 4
and 5. Officers, directors and 10% shareholders are required by SEC
regulations to furnish the Company with copies of all Forms 3, 4 and 5
they file.
Based solely on a review of the copies of such reports furnished to
the Company and written representations that no other reports were
required for the fiscal years ended December 31, 1996 through December
31, 2001, the Company believes all Section 16(a) filing requirements
applicable to its officers, directors and 10% beneficial owners were
complied with.
CHANGE OF CORPORATE NAME
(Proposal 2)
To reflect the focus of the potential new business of the Company
in the financial services industry, management proposes to change the
corporate name to August Financial Holding Company, Inc. and to amend
Article 1 of the Articles of Incorporation by deleting such Article 1 in
its entirety and substituting in lieu thereof the following:
ARTICLE 1: NAME
"The name of the corporation is August Financial Holding Company, Inc.
and is sometimes hereinafter referred to as the 'Corporation'".
APPROVE A REVERSE STOCK SPLIT
(Proposal 3)
Management of the Company believes that as it begins to explore new
avenues by which to conduct business, the existing number (3,375,726) of
issued and outstanding shares of the Company's common stock will result
in unnecessary complexity, both from an administrative perspective and
with respect to raising additional capital. Accordingly, management and
the Company's Board of Directors proposes to make a 1 for 100 reverse
split, providing that each one hundred (100) issued and outstanding
shares of common stock, $0.01 par value per share, held of record on the
Record Date will be converted into one share of common stock, par value
$0.01 per share. Fractional shares of stock will not be issued in
connection with the reverse split. Instead, holders of fewer than 100
shares and holders of numbers of shares of currently issued Company
common stock, par value $0.01 per share, not divisible evenly by 100 on
the Record Date will be paid cash for the fractional shares created by
the reverse split in amounts, determined as described below, representing
such shares' pro rata share of the Company's adjusted stockholders' net
worth. Upon approval of the proposed reverse split by the Company's
shareholders, the Company will contact shareholders concerning the
mechanism for exchange of share certificates and payment for fractional
shares.
As of December 31, 2001, the Company's only asset of significance
was $447,000 in cash resulting primarily from the 2000 sale of all 42,000
remaining shares of the common stock of CompuDyne Corporation, par value
$0.01, it still held at that time. Management estimates that at the time
of the execution of the reverse split shortly after the Annual Meeting,
and after settling a pending contingent environmental claim against the
Company and expenses in updating all regulatory filings, preparation for
the Annual Meeting, proxy solicitation, including the fees of D. F. King
& Co., Inc., and preliminary expenses in preparation for launching of
potential new business, the Corporation will have on hand approximately
$327,000 left in cash. The actual cash balance at the time of the reverse
split may be more or less than that amount. In addition, management
believes that the Company has an intrinsic value of approximately
$200,000 as an ongoing corporate shell. The total of the expected cash
and intrinsic value of the Corporation of approximately $527,000
represents management's estimate of the Company's adjusted stockholders'
net worth. Dividing that adjusted stockholders' net worth by the
3,375,726 shares of common stock currently outstanding results in an
adjusted net worth per existing share of $0.1561. After the 1 for 100
reverse split, the adjusted net worth per existing share will be $15.61
(the "Factional Share Value"), and the Company will pay stockholders of
record for fractional shares based on the Fractional Share Value.
For example, if on the Record Date a stockholder holds of record
ninety (90) shares of the Company's common stock, par value $0.01, after
the reverse split, that stockholder would be entitled to 0.9 of a post
reverse split share of common stock. Accordingly, that stockholder
would be paid $14.05 (.9 times the $15.61 Fractional Share Value) for
his or her single remaining fractional share of post reverse split common
stock. Based on the Company's analysis of its stock ledger, it is
expected that the Company will disburse approximately $20,000 in the
aggregate for the fractional shares to 2,869 stockholders of record on
the Record Date and that 1,851 of the Company's 2,946 existing
stockholders will be issued no new shares and will have their holdings of
the Company's common stock liquidated entirely. No shareholder can have
more than a fraction of one post reverse split share.
A stockholder who will receive cash in lieu of his or her
---------------------------------------------------------
fractional share under the proposed reverse stock split and who votes
- ---------------------------------------------------------------------
against Proposal 3 may dissent in accordance with Section 92A.300 through
- ------------------------------------------------------------------------
92A.500, inclusive, of the Nevada Revised Statutes ("Dissenter's Rights
- ------------------------------------------------------------------------
Statutes), and obtain fair value of the fraction of a share to which the
- ------------------------------------------------------------------------
stockholder would otherwise be entitled. A copy of the Dissenter's Rights
- ------------------------------------------------------------------------
Statutes accompanies the Notice of Annual Meeting included with this
- --------------------------------------------------------------------
Proxy Statement (Exhibit B).
- ---------------------------
The Board of Directors recommends a vote FOR Proposals Nos. 1
through 3.
OTHER MATTERS
The Board of Directors does not know of any other matters, which may
come before the meeting. However, if any other matters are properly
presented to the meeting or any adjournment or adjournments thereof, it
is the intention of the persons named in the accompanying proxy to vote,
or otherwise act, in accordance with their judgment on such matters.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Any proposals by stockholders which are to be presented at the
Annual Meeting to be held in May 2003 must be received by the Company by
January 1, 2003 in order to be included in the Proxy Statement and on the
proxy card relating to the 2003 Annual Meeting of Stockholders.
Exhibit A
---------
Corcap, Inc. Audit Committee Charter
Purpose
- -------
RESOLVED, that the Audit Committee shall, through regular or special
meetings with management and the Company's independent auditor,
provide oversight on matters relating to accounting, financial
reporting, internal control, auditing, and regulatory compliance
activities and other matters as the Board or the Committee
Chairperson deem appropriate.
Composition
- -----------
RESOLVED, that the Audit Committee shall be appointed by the Board and
shall have at least two members. All members of the Audit
Committee shall meet the independence and experience requirements
of the Nasdaq Stock Market.
Matters Pertaining to Independent Accountants
- ---------------------------------------------
RESOLVED, that the Independent Accountants shall have ultimate
accountability to the Audit Committee and the Board of Directors.
RESOLVED, that the Audit Committee and the Board of Directors shall have
the ultimate authority and responsibility to select, evaluate
and, where appropriate, replace the Independent Accountants.
RESOLVED, that the Audit Committee (or authorized spokesperson, when
appropriate) shall:
Periodically review information from the Independent Accountants
pertaining to the Independent Accounts' independence, discuss
such information with the Independent Accountants and, if so
determined by the Audit Committee, recommend that the Board take
appropriate action to satisfy itself of such independence.
Review quarterly the results with the Independent Accountants
before filing with the Securities and Exchange Commission or
authorize the Audit Committee Chairman to conduct such a review.
Review with the Independent Accountants and management the
results of the Independent Accountant's year-end audit.
Review the Independent Accountant's Annual Report on Internal
Controls with the Independent Accountants and management.
Receive and review required communications from the Independent
Accountants.
Matters Pertaining to Filings with Government Agencies:
- ------------------------------------------------------
RESOLVED, that the Audit Committee shall:
Review with the Independent Accountants and management the
Corporation's Form 10-K and, if satisfied, recommend its approval
to the Board for filing with the Securities and Exchange
Commission.
Review with management the Corporation's proxy statement and
related materials, and, if satisfied, recommend their
approval to the Board for filing with the Securities and Exchange
Commission.
Controls
- --------
RESOLVED, that the Audit Committee shall:
Review with management the adequacy and effectiveness of the
Corporation's internal controls.
Review the Corporation's procedures with respect to
appropriateness of significant accounting policies and adequacy
of financial controls.
Compliance and Legal Matters
- ----------------------------
RESOLVED, that the Audit Committee shall:
Review and monitor the Corporation's Compliance Program.
Review with the Corporation's General Counsel material litigation
and other legal matters as appropriate
Other Matters
- -------------
RESOLVED, that in order to carry out and effectuate the purposes of the
foregoing resolutions, the Audit Committee shall have authority
as it deems necessary to confer with the Corporation's
Independent Accountants and Officers and to conduct or authorize
investigations into any matters within the scope of the
Committee's responsibilities.
Charter Review
- --------------
RESOLVED, that the Audit Committee shall reassess the adequacy of its
charter annually and recommend any proposed changes to the Board
for approval.
Exhibit B
---------
Dissenters Rights Statutes Under Nevada Law
NRS 92A.300 Definitions. As used in NRS 92A.300 to 92A.500, inclusive,
unless the context otherwise requires, the words and terms defined in
NRS 92A.305 to 92A.335, inclusive, have the meanings ascribed to them in
those sections.
NRS 92A.305 "Beneficial stockholder" defined. "Beneficial stockholder"
means a person who is a beneficial owner of shares held in a voting
trust or by a nominee as the stockholder of record.
NRS 92A.310 "Corporate action" defined. "Corporate action" means the
action of a domestic corporation.
NRS 92A.315 "Dissenter" defined. "Dissenter" means a stockholder who is
entitled to dissent from a domestic corporation's action under NRS
92A.380 and who exercises that right when and in the manner required by
NRS 92A.400 to 92A.480, inclusive.
NRS 92A.320 "Fair value" defined. "Fair value," with respect to a
dissenter's shares, means the value of the shares immediately before the
effectuation of the corporate action to which he objects, excluding any
appreciation or depreciation in anticipation of the corporate action
unless exclusion would be inequitable.
NRS 92A.325 "Stockholder" defined. "Stockholder" means a stockholder of
record or a beneficial stockholder of a domestic corporation.
NRS 92A.330 "Stockholder of record" defined. "Stockholder of record"
means the person in whose name shares are registered in the records of a
domestic corporation or the beneficial owner of shares to the extent of
the rights granted by a nominee's certificate on file with the domestic
corporation.
NRS 92A.335 "Subject corporation" defined. "Subject corporation" means
the domestic corporation which is the issuer of the shares held by a
dissenter before the corporate action creating the dissenter's rights
becomes effective or the surviving or acquiring entity of that issuer
after the corporate action becomes effective.
NRS 92A.340 Computation of interest. Interest payable pursuant to NRS
92A.300 to 92A.500, inclusive, must be computed from the effective date
of the action until the date of payment, at the average rate currently
paid by the entity on its principal bank loans or, if it has no bank
loans, at a rate that is fair and equitable under all of the
circumstances.
NRS 92A.350 Rights of dissenting partner of domestic limited partnership.
A partnership agreement of a domestic limited partnership or, unless
otherwise provided in the partnership agreement, an agreement of merger
or exchange, may provide that contractual rights with respect to the
partnership interest of a dissenting general or limited partner of a
domestic limited partnership are available for any class or group of
partnership interests in connection with any merger or exchange in which
the domestic limited partnership is a constituent entity.
NRS 92A.360 Rights of dissenting member of domestic limited-liability
company. The articles of organization or operating agreement of a
domestic limited-liability company or, unless otherwise provided in the
articles of organization or operating agreement, an agreement of merger
or exchange, may provide that contractual rights with respect to the
interest of a dissenting member are available in connection with any
merger or exchange in which the domestic limited-liability company is a
constituent entity.
NRS 92A.370 Rights of dissenting member of domestic nonprofit
corporation.
1. Except as otherwise provided in subsection 2, and unless otherwise
provided in the articles or bylaws, any member of any constituent
domestic nonprofit corporation who voted against the merger may, without
prior notice, but within 30 days after the effective date of the merger,
resign from membership and is thereby excused from all contractual
obligations to the constituent or surviving corporations which did not
occur before his resignation and is thereby entitled to those rights, if
any, which would have existed if there had been no merger and the
membership had been terminated or the member had been expelled.
2. Unless otherwise provided in its articles of incorporation or bylaws,
no member of a domestic nonprofit corporation, including, but not limited
to, a cooperative corporation, which supplies services described in
chapter 704 of NRS to its members only, and no person who is a member of
a domestic nonprofit corporation as a condition of or by reason of the
ownership of an interest in real property, may resign and dissent
pursuant to subsection 1.
NRS 92A.380 Right of stockholder to dissent from certain corporate
actions and to obtain payment for shares.
1. Except as otherwise provided in NRS 92A.370 and 92A.390, a stockholder
is entitled to dissent from, and obtain payment of the fair value of his
shares in the event of any of the following corporate actions:
(a) Consummation of a plan of merger to which the domestic corporation
is a constituent entity:
(1) If approval by the stockholders is required for the merger by NRS
92A.120 to 92A.160, inclusive, or the articles of incorporation,
regardless of whether the stockholder is entitled to vote on the plan of
merger; or
(2) If the domestic corporation is a subsidiary and is merged with its
parent pursuant to NRS 92A.180.
(b) Consummation of a plan of exchange to which the domestic corporation
is a constituent entity as the corporation whose subject owner's
interests will be acquired, if his shares are to be acquired in the plan
of exchange.
(c) Any corporate action taken pursuant to a vote of the stockholders to
the event that the articles of incorporation, bylaws or a resolution of
the board of directors provides that voting or nonvoting stockholders
are entitled to dissent and obtain payment for their shares.
2. A stockholder who is entitled to dissent and obtain payment pursuant
to NRS 92A.300 to 92A.500, inclusive, may not challenge the corporate
action creating his entitlement unless the action is unlawful or
fraudulent with respect to him or the domestic corporation.
NRS 92A.390 Limitations on right of dissent: Stockholders of certain
classes or series; action of stockholders not required for plan of
merger.
1. There is no right of dissent with respect to a plan of merger or
exchange in favor of stockholders of any class or series which, at the
record date fixed to determine the stockholders entitled to receive
notice of and to vote at the meeting at which the plan of merger or
exchange is to be acted on, were either listed on a national securities
exchange, included in the national market system by the National
Association of Securities Dealers, Inc., or held by at least 2,000
stockholders of record, unless:
(a) The articles of incorporation of the corporation issuing the shares
provide otherwise; or
(b) The holders of the class or series are required under the plan of
merger or exchange to accept for the shares anything except:
(1) Cash, owner's interests or owner's interests and cash in lieu of
fractional owner's interests of:
(I) The surviving or acquiring entity; or
(II) Any other entity which, at the effective date of the plan of
merger or exchange, were either listed on a national securities exchange,
included in the national market system by the National Association of
Securities Dealers, Inc., or held of record by a least 2,000 holders of
owner's interests of record; or
(2) A combination of cash and owner's interests of the kind described in
sub-subparagraphs (I) and (II) of subparagraph (1) of paragraph (b).
2. There is no right of dissent for any holders of stock of the
surviving domestic corporation if the plan of merger does not require
action of the stockholders of the surviving domestic corporation under
NRS 92A.130.
NRS 92A.400 Limitations on right of dissent: Assertion as to portions
only to shares registered to stockholder; assertion by beneficial
stockholder.
1. A stockholder of record may assert dissenter's rights as to fewer
than all of the shares registered in his name only if he dissents with
respect to all shares beneficially owned by any one person and notifies
the subject corporation in writing of the name and address of each person
on whose behalf he asserts dissenter's rights. The rights of a partial
dissenter under this subsection are determined as if the shares as to
which he dissents and his other shares were registered in the names of
different stockholders.
2. A beneficial stockholder may assert dissenter's rights as to shares
held on his behalf only if:
(a) He submits to the subject corporation the written consent of the
stockholder of record to the dissent not later than the time the
beneficial stockholder asserts dissenter's rights; and
(b) He does so with respect to all shares of which he is the beneficial
stockholder or over which he has power to direct the vote.
NRS 92A.410 Notification of stockholders regarding right of dissent.
1. If a proposed corporate action creating dissenters' rights is
submitted to a vote at a stockholders' meeting, the notice of the meeting
must state that stockholders are or may be entitled to assert dissenters'
rights under NRS 92A.300 to 92A.500, inclusive, and be accompanied by a
copy of those sections.
2. If the corporate action creating dissenters' rights is taken by
written consent of the stockholders or without a vote of the
stockholders, the domestic corporation shall notify in writing all
stockholders entitled to assert dissenters' rights that the action was
taken and send them the dissenter's notice described in NRS 92A.430.
NRS 92A.420 Prerequisites to demand for payment for shares.
1. If a proposed corporate action creating dissenters' rights is
submitted to a vote at a stockholders' meeting, a stockholder who wishes
to assert dissenter's rights:
(a) Must deliver to the subject corporation, before the vote is taken,
written notice of his intent to demand payment for his shares if the
proposed action is effectuated; and
(b) Must not vote his shares in favor of the proposed action.
2. A stockholder who does not satisfy the requirements of subsection 1
and NRS 92A.400 is not entitled to payment for his shares under this
chapter.
NRS 92A.430 Dissenter's notice: Delivery to stockholders entitled to
assert rights; contents.
1. If a proposed corporate action creating dissenters' rights is
authorized at a stockholders' meeting, the subject corporation shall
deliver a written dissenter's notice to all stockholders who satisfied
the requirements to assert those rights.
2. The dissenter's notice must be sent no later than 10 days after the
effectuation of the corporate action, and must:
(a) State where the demand for payment must be sent and where and when
certificates, if any, for shares must be deposited;
(b) Inform the holders of shares not represented by certificates to what
extent the transfer of the shares will be restricted after the demand
for payment is received;
(c) Supply a form for demanding payment that includes the date of the
first announcement to the news media or to the stockholders of the terms
of the proposed action and requires that the person asserting dissenter's
rights certify whether or not he acquired beneficial ownership of the
shares before that date;
(d) Set a date by which the subject corporation must receive the demand
for payment, which may not be less than 30 nor more than 60 days after
the date the notice is delivered; and
(e) Be accompanied by a copy of NRS 92A.300 to 92A.500, inclusive.
NRS 92A.440 Demand for payment and deposit of certificates; retention of
rights of stockholder.
1. A stockholder to whom a dissenter's notice is sent must:
(a) Demand payment;
(b) Certify whether he acquired beneficial ownership of the shares before
the date required to be set forth in the dissenter's notice for this
certification; and
(c) Deposit his certificates, if any, in accordance with the terms of the
notice.
2. The stockholder who demands payment and deposits his certificates, if
any, before the proposed corporate action is taken retains all other
rights of a stockholder until those rights are canceled or modified by
the taking of the proposed corporate action.
3. The stockholder who does not demand payment or deposit his
certificates where required, each by the date set forth in the
dissenter's notice, is not entitled to payment for his shares under this
chapter.
NRS 92A.450 Uncertificated shares: Authority to restrict transfer after
demand for payment; retention of rights of stockholder.
1. The subject corporation may restrict the transfer of shares not
represented by a certificate from the date the demand for their payment
is received.
2. The person for whom dissenter's rights are asserted as to shares not
represented by a certificate retains all other rights of a stockholder
until those rights are canceled or modified by the taking of the proposed
corporate action.
NRS 92A.460 Payment for shares: General requirements.
1. Except as otherwise provided in NRS 92A.470, within 30 days after
receipt of a demand for payment, the subject corporation shall pay each
dissenter who complied with NRS 92A.440 the amount the subject
corporation estimates to be the fair value of his shares, plus accrued
interest. The obligation of the subject corporation under this subsection
may be enforced by the district court:
(a) Of the county where the corporation's registered office is located;
or
(b) At the election of any dissenter residing or having it registered
office in this state, of the county where the dissenter resides or has
its registered office. The court shall dispose of the complaint promptly.
2. The payment must be accompanied by:
(a) The subject corporation's balance sheet as of the end of a fiscal
year ending not more than 16 months before the date of payment, a
statement of income for that year, a statement of changes in the
stockholders' equity for that year and the latest available interim
financial statements, if any;
(b) A statement of the subject corporation's estimate of the fair value
of the shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's rights to demand payment under NRS
92A.480; and
(e) A copy of NRS 92A.300 to 92A.500, inclusive.
NRS 92A.470 Payment for shares: Shares acquired on or after date of
dissenter's notice.
1. A subject corporation may elect to withhold payment from a dissenter
unless he was the beneficial owner of the shares before the date set
forth in the dissenter's notice as the date of the first announcement to
the news media or to the stockholders of the terms of the proposed
action.
2. To the extent the subject corporation elects to withhold payment,
after taking the proposed action, it shall estimate the fair value of
the shares, plus accrued interest, and shall offer to pay this amount to
each dissenter who agrees to accept it in full satisfaction of his
demand. The subject corporation shall send with its offer a statement of
its estimate of the fair value of the shares, an explanation of how the
interest was calculated, and a statement of the dissenters' right to
demand payment pursuant to NRS 92A.480.
NRS 92A.480 Dissenter's estimate of fair value: Notification of subject
corporation; demand for payment of estimate.
1. A dissenter may notify the subject corporation in writing of his own
estimate of the fair value of his shares and the amount of interest due,
and demand payment of his estimate, less any payment pursuant to NRS
92A.460, or reject the offer pursuant to NRS 92A.470 and demand payment
of the fair value of his shares and interest due, if he believes that the
amount paid pursuant to NRS 92A.460 or offered pursuant to NRS 92A.470
is less than the fair value of his shares or that the interest due is
incorrectly calculated.
2. A dissenter waives his right to demand payment pursuant to this
section unless he notifies the subject corporation of his demand in
writing within 30 days after the subject corporation made or offered
payment for his shares.
NRS 92A.490 Legal proceeding to determine fair value: Duties of subject
corporation; powers of court; rights of dissenter.
1. If a demand for payment remains unsettled, the subject corporation
shall commence a proceeding within 60 days after receiving the demand and
petition the court to determine the fair value of the shares and accrued
interest. If the subject corporation does not commence the proceeding
within the 60-day period, it shall pay each dissenter whose demand
remains unsettled the amount demanded.
2. A subject corporation shall commence the proceeding in the district
court of the county where its registered office is located. If the
subject corporation is a foreign entity without a resident agent in the
state, it shall commence the proceeding in the county where the
registered office of the domestic corporation merged with or whose shares
were acquired by the foreign entity was located.
3. The subject corporation shall make all dissenters, whether or not
residents of Nevada, whose demands remain unsettled, parties to the
proceeding as in an action against their shares. All parties must be
served with a copy of the petition. Nonresidents may be served by
registered or certified mail or by publication as provided by law.
4. The jurisdiction of the court in which the proceeding is commenced
under subsection 2 is plenary and exclusive. The court may appoint one
or more persons as appraisers to receive evidence and recommend a
decision on the question of fair value. The appraisers have the powers
described in the order appointing them, or any amendment thereto. The
dissenters are entitled to the same discovery rights as parties in other
civil proceedings.
5. Each dissenter who is made a party to the proceeding is entitled to a
judgment:
(a) For the amount, if any, by which the court finds the fair value of
his shares, plus interest, exceeds the amount paid by the subject
corporation; or
(b) For the fair value, plus accrued interest, of his after-acquired
shares for which the subject corporation elected to withhold payment
pursuant to NRS 92A.470.
NRS 92A.500 Legal proceeding to determine fair value: Assessment of
costs and fees.
1. The court in a proceeding to determine fair value shall determine all
of the costs of the proceeding, including the reasonable compensation and
expenses of any appraisers appointed by the court. The court shall assess
the costs against the subject corporation, except that the court may
assess costs against all or some of the dissenters, in amounts the court
finds equitable, to the extent the court finds the dissenters acted
arbitrarily, vexatiously or not in good faith in demanding payment.
2. The court may also assess the fees and expenses of the counsel and
experts for the respective parties, in amounts the court finds equitable:
(a) Against the subject corporation and in favor of all dissenters if the
court finds the subject corporation did not substantially comply with the
requirements of NRS 92A.300 to 92A.500, inclusive; or
(b) Against either the subject corporation or a dissenter in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously or not in good faith
with respect to the rights provided by NRS 92A.300 to 92A.500, inclusive.
3. If the court finds that the services of counsel for any dissenter
were of substantial benefit to other dissenters similarly situated, and
that the fees for those services should not be assessed against the
subject corporation, the court may award to those counsel reasonable
fees to be paid out of the amounts awarded to the dissenters who were
benefited.
4. In a proceeding commenced pursuant to NRS 92A.460 <NRS-092A.html>,
the court may assess the costs against the subject corporation, except
that the court may assess costs against all or some of the dissenters who
are parties to the proceeding, in amounts the court finds equitable, to
the extent the court finds that such parties did not act in good faith
in instituting the proceeding.
5. This section does not preclude any party in a proceeding commenced
pursuant to NRS 92A.460 or 92A.490 from applying the provisions of
N.R.C.P. 68 or NRS 17.115.
PROXY CARD
Corcap, Inc. annual meeting of shareholders to be held on Wednesday,
May 8, 2002 at 10:00 A.M. Boston time for holders as of April 10, 2002.
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned holder of Common Stock of CORCAP, INC. hereby
appoints Millard H. Pryor, Jr. and Vivian Wenhuey Chen Huang, and each
of them, proxies to represent the undersigned with full power of
substitution, as attorneys and proxies for the undersigned to appear and
vote all of the shares of Common Stock of Corcap. Inc. (the "Company")
standing on the books of the Company in the name of the undersigned at
the 2002 Annual Meeting of Shareholders of Corcap, Inc., to be held at
the offices of the Company at 108 Lincoln Street, Boston, Massachusetts
02111, at 10:00 a.m. and at any adjournment of said Annual Meeting. A
majority of said attorneys and proxies as shall be present and voting
(or if only one shall be present and voting, then that one) in person or
by substitute or substitutes at said meeting or any adjournment thereof,
shall have and may exercise all of the powers of said attorneys and
proxies hereunder. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and the Proxy Statement dated April 18, 2002
and instructs its attorneys and proxies to vote as set forth on this
Proxy.
Please indicate your voting instructions for each proposal. This
proxy when properly executed will be voted in the manner directed. If
no direction is made, this proxy will be voted FOR the election of
directors and FOR proposals 2 and 3.
PROPOSALS
For Against Abstain
1. To elect the following nominees to the
board of directors:
Yuan Chang ______ ______ ______
David W. Clark, Jr. ______ ______ ______
Vivian Wenhuey Chen Huang ______ ______ ______
Miles P. Jennings, Jr. ______ ______ ______
Millard H. Pryor, Jr. ______ ______ ______
Martin A. Roenigk ______ ______ ______
John E. Sundman ______ ______ ______
2. To approve change of the name of the
Corporation to August Financial Holding
Company, Inc. and to amend Article 1 of the
Articles of Incorporation accordingly.
______ ______ ______
3. To approve a reverse stock split of
1 share of the Company for 100 shares
held on the Record Date.
______ ______ ______
Dated: ___________________, 2002
Signature: ____________________________________
Signature: (if held jointly) _______________________________