SCHEDULE 14A INFORMATION
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:
[] 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 Pursuant to Section 240.14a-11(c) or Section
240.14a-12
SPM GROUP, INC.
(Name of Registrant as Specified in its Charter)
N/A
(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)(4) and
0-11.
(1) Title of each class of securities to which transaction
applies: N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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: N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: $0.
[ ] 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: $0.
(2) Form, Schedule or Registration Statement No.: N/A
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(4) Date Filed: N/A
SPM GROUP, INC.
5882 South 900 East, Suite #202
Salt Lake City, Utah 84121
(801)269-9500
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of SPM Group, Inc., a
Colorado corporation (the "Company" or "SPM"), to be voted at a special
meeting of the stockholders of the Company (the "Meeting"). The Meeting is to
be held at 5882 South 900 East, Salt Lake City, Utah 84121, on Monday, June
19, 2000, at 1:00 p.m. Mountain Daylight Time. The accompanying Notice of
Special Meeting of Stockholders, this Proxy Statement and the enclosed Proxy
are first being mailed to stockholders on or about June 9, 2000.
The Company's Board of Directors has unanimously resolved to adopt the
following resolutions, which will also be submitted to the Company's
stockholders at the Meeting:
1. Effect a reverse split of its outstanding voting
securities on a basis of 5000 for one, while retaining
the current authorized capital and par value, with
appropriate adjustments in the capital accounts of the
Company; provided, however, that no stockholder of
record, on a per stock certificate of record basis only,
that currently owns 100 or more shares shall be reduced
to less than 100 shares as a result of the reverse split
and that no person owning less than 100 shares shall be
affected by the reverse split;
2. To authorize the Board of Directors to change the name of
the Company to conform with the business or industry that
the Board of Directors determines to engage in or conforms
with the name or names of any property or business
acquired by the Company.
APPROXIMATE DATE OF MAILING June 9, 2000
The cost of preparing, printing and mailing these documents and of the
solicitation of proxies by the Company will be borne by the Company.
Solicitation will be made by mail. The Company will request brokers,
custodians, nominees and other like parties to forward copies of proxy
materials to beneficial owners of the Company's no par value common stock (the
"Common Stock")and will reimburse these parties for their reasonable and
customary charges or expenses in this regard. Total expenses of this
solicitation should not exceed $5,000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE
AFOREMENTIONED PROPOSALS.
OUTSTANDING SHARES, VOTING AND PROXIES
Record Date and Outstanding Shares.
- -----------------------------------
The Board of Directors has fixed June 9, 2000, as the record date for the
determination of holders of Common Stock entitled to notice of and to vote at
the Meeting. At the close of business on that date there were 99,863,858
shares of Common Stock outstanding and entitled to vote. Holders of Common
Stock will be entitled to one vote per share held and are not entitled to
cumulative voting regarding either Proposal being submitted at the Meeting.
Proxies and Revocability of Proxies.
- ------------------------------------
The enclosed Proxy is being solicited by the Board of Directors for use
at the Meeting and any adjournments thereof and will not be voted at any other
meeting. All proxies that are properly executed, received by the Company
prior to or at the Meeting and not properly revoked prior to or at the Meeting
will be voted at the Meeting or any adjournment thereof in accordance with the
instructions given therein.
Any Proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by
(i) filing with the President of the Company, at or before the taking of the
vote at the Meeting, a written notice of revocation bearing a later date than
the date of the Proxy; (ii) duly executing a subsequent proxy relating to the
same shares and delivering it to the President of the Company before the
Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute a revocation of
a proxy). Any written notice revoking a Proxy should be sent to SPM Group,
Inc., at 5882 South 900 East, Suite 202, Salt Lake City, Utah 84121, to the
attention of John Chymboryk, President, or hand delivered to the President, at
or before the taking of the vote at the Meeting.
Quorum and Voting.
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The presence in person or by proxy of at least a majority (50%) of the
total number of outstanding shares of Common Stock entitled to vote at the
Meeting is required to constitute a quorum for the transaction of business at
the Meeting. Abstentions and broker non-votes will be considered represented
at the Meeting for the purpose of determining a quorum.
The shares represented by each proxy will be voted in accordance with the
instructions given therein. Where no instructions are indicated, the
proxy will be voted in favor of all matters to be voted on as set forth in the
Proxy and, at the discretion of the persons named in the Proxy, on any other
business that may properly come before the Meeting.
All other matters submitted to a vote of the stockholders at the Meeting
will be approved if a majority of votes cast at the Meeting in person or by
proxy vote in favor thereof.
Management knows of no other matters that may be presented to the
Meeting.
DISSENTERS' RIGHTS
Dissenters' Rights of Appraisal.
- --------------------------------
There are no dissenters' rights of appraisal applicable to the matters
covered by this Proxy Statement under the Colorado Corporation Code.
PROPOSAL 1
PROPOSAL 1 - AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO AUTHORIZE A 5000
FOR 1 REVERSE SPLIT OF THE OUTSTANDING COMMON STOCK.
The Company's Board of Directors has voted to authorize a 5000 for one
reverse split of the outstanding Common Stock of the Company while retaining
the current authorized capital and par value, with appropriate adjustments in
its capital accounts; provided, however, that no stockholder of record
currently owning 100 or more shares, on a per stock certificate of record
basis shall be reduced to less than 100 shares as a result of the reverse
split and that no person owning less than 100 shares shall be affected by the
reverse split.
The reasons for this reverse split are as follows:
1. Almost all of SPM's 100,000,000 authorized shares have been
issued, and there are no shares available to issue for cash, assets or any
other value for the benefit of SPM or its stockholders.
2. Acquisitions that involve any reasonable value where the
acquiring company has little or no assets usually result in the pre-
reorganization or acquisition company retaining a very small percentage of the
reorganized company.
3. A reverse split without "round lots" would not be beneficial
to SPM because stockholders owning less than a round lot are not counted for
computing the minimum number of stockholders required for NASDAQ listing.
4. A substantial reverse split without a minimum rounding may
affect SPM's status as a publicly-held company.
5. SPM currently has no material assets and the reverse split
will affect any principal stockholder, including the principal stockholder
that is controlled by present management, fairly equally.
6. SPM will have little opportunity to acquire any enterprise
of value or to issue shares in a private or public offering unless a reverse
split of this size is effected because of its developmental stage.
7. This reverse split could enhance stockholder value and the
potential of SPM and its stockholders.
Management recommends a vote in favor of this Proposal.
PROPOSAL 2
PROPOSAL 2 - AMENDMENT OF THE COMPANY'S ARTICLES OF
INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO A NAME THAT CONFORMS WITH
THE BUSINESS OR INDUSTRY THAT THE BOARD OF DIRECTORS DETERMINES TO ENGAGE IN
OR CONFORMS WITH THE NAME OR NAMES OF ANY PROPERTY OR BUSINESS ACQUIRED BY
THE COMPANY.
The principal purpose of this Proposal is to save the cost and expense of
another proxy solicitation once the Company determines what business or
industry in which it intends to conduct business operations, by private or
public financing or by acquisition.
Management also recommends a vote in favor of this Proposal.
PRINCIPAL STOCKHOLDERS
Voting Securities and Principal Holders Thereof.
- ------------------------------------------------
As June 9, 2000, the record date for the determination of
holders of Common Stock entitled to notice of and to vote at the Meeting, a
total of 99,863,858 shares of Common Stock were outstanding; such shares are
entitled to one vote on the matters to be voted on at the Meeting.
The following table sets forth the share holdings of the Company's
directors and executive officers and those persons who owned more than 5% of
the Company's Common Stock as of June 9, 2000.
Number and Percentage
Name and Address of Shares Beneficially Owned
- ---------------- ----------------------------
John Chymboryk, President
and Sole Director *
5882 South 900 East
Suite 202
Salt Lake City, Utah 84121
Capital Holdings LLC 56,000,000-56%
5882 South 900 East
Suite 202
Salt Lake City, Utah 84121
Kip Eardley, Secretary *
and Director
5882 South 900 East
Suite 202
Salt Lake City, Utah 84121
* Messrs. Chymboryk and Eardley are the principal and
controlling stockholders of Capital Holdings LLC.
Changes in Control.
- -------------------
There are no present arrangements or understandings that may result in a
change in control of SPM, and there has been no change in control of SPM since
the beginning of its current fiscal year, January 1, 2000; however, SPM is
presently involved in preliminary negotiations to acquire an operating entity
by the exchange of "restricted securities" in an amount that would involve a
change in control if the proposal presently being discussed were completed.
There is no Letter of Intent or written agreement outlining any such proposal,
and there would be numerous conditions to be satisfied before any such
transaction could be finalized, including a determination by the Company that
it intends to engage in the field of business carried on by this entity;
accordingly, there can be no assurance that these negotiations will result in
the execution of a definitive agreement or any change in control. Regardless,
Management has resolved that if any definitive agreement regarding any
acquisition, reorganization or merger is made to the Company that its adoption
and consideration be subject to a review of the particular industry in which
the entity making the proposal is involved, and the formulation of a business
plan that includes the present and intended business operations during the
next 12 months, required funding or cash requirements and sources, if any,
material purchases of plant and equipment and available financing
arrangements. This business plan must be prepared on the assumption that the
definitive agreement has been completed.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No stockholder has any interest, direct or indirect, in either of the
Proposals to be considered at the Meeting that is not shared by all other
stockholders, pro rata.
VOTE REQUIRED FOR APPROVAL
A majority of the outstanding voting securities of the Company
constitutes a quorum for the transaction of business at any meeting. A
majority of those shares voted in favor of the Proposals will adopt the
Proposals. Capital Holdings LLC intends to vote in favor of both Proposals.
OTHER MATTERS
The Board of Directors of the Company is not aware of any business other
than the aforementioned matters that will be presented for consideration at
the Meeting. If other matters properly come before the Meeting, it is the
intention of the persons named in the enclosed Proxy to vote thereon in
accordance with their best judgment.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO EXECUTE AND RETURN
THE ENCLOSED PROXY IN THE REPLY ENVELOPE PROVIDED.
By Order of the Board of Directors,
June 9, 2000 John Chymboryk
Salt Lake City, Utah President
APPENDIX "A"
PROXY
FOR THE SPECIAL MEETING OF STOCKHOLDERS OF
SPM GROUP, INC.
TO BE HELD MONDAY, JUNE 19, 2000
By completing and returning this Proxy to SPM Group, Inc. (the
"Company"), you will be designating John Chymboryk, the President
of the Company, to vote all of your shares of the Company's Common Stock as
indicated below.
Please complete this Proxy by clearly marking the appropriate column(s),
filling out the stockholder information and dating below, and return to the
Company in the enclosed self-addressed, envelope.
Matters of business are as follows:
PROPOSAL 1 -AMENDMENT OF ARTICLES OF INCORPORATION. Shall the Articles
of Incorporation of the Company be amended to authorize a 5000 for one reverse
split of the Company's outstanding Common Stock while retaining the current
authorized capital and par value, with appropriate adjustments in the capital
accounts of the Company; provided, however, that no stockholder of record
currently owning 100 or more shares shall be reduced to less than 100 shares
as a result of the reverse split, on a per stock certificate of record basis,
and that no person owning less than 100 shares shall be affected by the
reverse split?
YES NO ABSTAIN
____ ____ ____
PROPOSAL 2 - AMENDMENT OF ARTICLES OF INCORPORATION. Shall the Articles
of Incorporation of the Company be amended to change the Company's name to a
name that conforms with the business or industry that the Board of Directors
determines to engage in or that conforms with the name or names of any
property or business acquired by the Company and shall the Board of Directors
have authority to make this name change once this determination is made?
YES NO ABSTAIN
____ ____ ____
The undersigned hereby acknowledges receipt of the Company's Proxy
Statement dated June 9, 2000, and expressly revokes any and all proxies
heretofore given or executed by the undersigned with respect to the shares of
stock represented in this Proxy. (Please sign exactly as your name appears on
your stock certificate(s). Joint owners should both sign. If signing in a
representative capacity, give full titles and attach proof of authority unless
already on file with the Company.)
Dated: ____________, 2000 _________________________________
Name of stockholder (Please print
legibly)
Number of shares: ____________ _________________________________
Signature
This Proxy is being solicited by, and the above referenced Proposals are
being proposed by, the Board of Directors of the Company. The Proposals to be
voted on are not related to or conditioned upon the approval of any other
matter. You may revoke this Proxy at any time prior to the vote thereon.
As of June 9, 2000, which is the record date for determining the
stockholders who are entitled to notice of and to vote at the Meeting, the
Board of Directors of the Company is not aware of any other matters to be
presented at the Meeting. If no direction is indicated on a Proxy that is
executed and returned to the Company, it will be voted "FOR" each of the
Proposals set forth above. Unless indicated below, by completing and
returning this Proxy, the stockholder grants to John Chymboryk, President, the
discretion to vote in accordance with his, her or its best judgment on any
other matters that may be presented at the Meeting.
____ Withhold discretion to vote on any other matter presented at
the Meeting.
APPENDIX B
SPM GROUP, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 19, 2000
TO ALL STOCKHOLDERS:
NOTICE is hereby given that a meeting of the stockholders of SPM Group,
Inc., a Colorado corporation (the "Company"), will be held at 5882 South 900
East, Salt Lake City, Utah 84121, on Monday, June 19, 2000, at 1:00 p.m.
Mountain Daylight Time (hereinafter, the "Meeting").
The Meeting will be held for the following purposes
1. To amend the Company's Articles of Incorporation to effect a
reverse split of its outstanding voting securities on a basis of 5000 for one,
while retaining the current authorized capital and par value, with appropriate
adjustments in the capital accounts of the Company; provided, however, that no
stockholder of record, on a per stock certificate of record basis only, that
currently owns 100 or more shares shall be reduced to less than 100 shares as
a result of the reverse split and that no person owning less than 100 shares
shall be affected by the reverse split;
2. To authorize the Board of Directors to amend the Company's
Articles of Incorporation to change its name to conform with the business or
industry that the Board of Directors determines to engage in or conforms with
the name or names of any property or business acquired by the Company.
3. To transact any other business that may properly come before the
Meeting.
As of the date of this Notice, the Board of Directors of the Company is
not aware of any other business to come before the Meeting.
Only stockholders of record at the close of business on June 9, 2000, are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
Please complete, sign and date the enclosed proxy and return it promptly
in the enclosed envelope. If you attend the Meeting, you may revoke the proxy
and vote personally on all matters brought before the Meeting. A list of
stockholders will be available for inspection by the stockholders at the
headquarters of the Company, 5882 South 900 East, Salt Lake City, Utah.
By Order of the Board of Directors
John Chymboryk
President and Director
June 9, 2000
Salt Lake City, Utah