THE MURDOCK GROUP
5295 South Commerce Drive, Suite 400
Salt Lake City, Utah 84107
(801) 268-3232
NOTICE OF WRITTEN CONSENT
DUE BY APRIL 25, 2001
To the Shareholders:
Attached hereto is a Proxy Statement which solicits the written consent
of the shareholders of The Murdock Group Holding Corporation, a Utah
corporation, to authorize and approve (1) the increase in the number of
authorized shares of common stock to 600,000,000, and (2) the ratification of an
amendment to the "2000 Murdock Group Stock Option Plan," increasing the number
of shares available under the plan to 75,000,000. Proposal (1) would be
accomplished by amendment to our Articles of Incorporation in the form of an
Amendment to the Articles of Incorporation. Additional information about these
proposals is contained in the attached Proxy Statement.
Attached to the Proxy Statement as Appendix A is the Shareholder
Consent Resolution (the "Consent Resolution"), which provides for authorization
and approval of these actions. The procedure for indicating authorization and
approval is described in detail in the attached Proxy Statement.
Pursuant to Section 16-10a-704 of the Utah Revised Business
Corporations Act, once we receive the written consents from holders of our
issued and outstanding stock as of January 31, 2001 (the "Record Date"), we will
deliver such written consents to our registered office in Utah, and the actions
shall be deemed to have been approved by the shareholders. No meeting will be
held to vote on these corporate actions.
You are requested to fill out, date, sign and return the enclosed
Shareholder Consent Resolution Signature Card ("Signature Card"), which is
solicited by the Board of Directors as described in the accompanying Proxy
Statement.
Your consent is important. Please sign and date the enclosed Signature
Card and return it promptly in the enclosed return envelope. The return envelope
requires no postage if mailed in the United States. If mailed elsewhere, foreign
postage must be affixed. Your consent as evidenced by your signing and returning
the Signature Card is irrevocable once we receive it.
By Order of the Board of Directors,
/s/ KC Holmes
KC Holmes, Chairman
Salt Lake City, Utah
March 12, 2001
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THE MURDOCK GROUP
5295 South Commerce Drive, Suite 400
Salt Lake City, Utah 84107
(801) 268-3232
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PROXY STATEMENT
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SHAREHOLDER ACTION BY WRITTEN CONSENT
The Board of Directors of The Murdock Group Holding Corporation, a Utah
corporation, has prepared this Proxy Statement and furnished it in connection
with the solicitation by the Board of Directors of the written consent of the
shareholders to authorize and approve the amendment of the Articles of
Incorporation to (1) increase the number of authorized shares of common stock to
600,000,000, and (2) to ratify an amendment to the "2000 Murdock Group Stock
Option Plan" increasing the number of shares available under the plan to
75,000,000.
We intend to distribute this Proxy Statement and the accompanying
materials to the shareholders of The Murdock Group on or about March 12, 2001.
The reasons for these corporate actions are described in the Proxy Statement.
Attached to this Proxy Statement as Appendix A is the Shareholder Consent
Resolution ("Consent Resolution"), which provides for the authorization and
approval of the corporate actions and the requisite amendment to the Articles of
Incorporation to effect the increase in the authorized shares. The text of the
Amendment to the Articles of Incorporation is included in the Consent
Resolution. The procedure for indicating your approval of these corporate
actions is described in this Proxy Statement.
General Information
Voting Rights
The matter being submitted for shareholder approval is to be acted upon
by written consent, without a meeting, rather than by a vote held at a meeting.
The holders of The Murdock Group's issued and outstanding common stock are
entitled to consent in writing to the name change. The execution of the
Signature Card by the holders of a majority of the issued and outstanding shares
of the common stock is required to authorize the amendment to the Articles of
Incorporation and the adoption of the amendment to the stock option plan. No
dissenters' rights or rights of appraisal are applicable or available in
connection with this action.
Only record holders of shares of the common stock at the close of
business January 31, 2001 (the "Record Date") are entitled to execute the
Consent Resolution. At the close of business on the Record Date there were
238,781,427 shares of common stock issued and outstanding held by approximately
206 shareholders of record. As described in this Proxy Statement, a holder of
common stock on the Record Date will be entitled to provide one consent for each
share of common stock then registered in that holder's name. The holders of the
common stock as of the Record Date are referred to in this Proxy Statement as
the "shareholders."
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Solicitation of Written Consents
Under Utah law and under our bylaws, any action that may be taken at
any meeting of the shareholders may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, is signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or to take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. The matters being considered by the shareholders is being submitted
for action by written consent rather than by votes cast at a meeting. The
attached Consent Resolution will be effective on the date that we receive signed
Signature Cards representing the consent of the holders of a majority of the
issued and outstanding common stock as of the Record Date. In other words, when
we have received signed consents from shareholders owning in the aggregate
119,629,495 or more shares of common stock, the proposals will be adopted and
the amended articles will be filed.
You are requested to indicate approval of and consent to the adoption
of the Amendment to the Articles of Incorporation increasing the number of
authorized common shares to 600,000,000 and adoption of the amendment to the
"2000 Murdock Group Stock Option Plan" by filling out, signing and dating and
returning the enclosed Signature Card. Execution of the Signature Card will
constitute your approval, as a shareholder, of these corporate actions.
Shareholders who do not approve and consent to the Amendment to the Articles of
Incorporation and the amendment to the Stock Option Plan by execution of the
Signature Card will be bound by the Consent Resolution if sufficient written
consents are received by us on or before April 25, 2001, the latest date
selected by the Company to effect the change (the "Effective Date").
The Board of Directors requests that each shareholder complete,
execute, date and return the Signature Card to The Murdock Group at the address
indicated therein. An addressed envelope is enclosed for your convenience. The
Consent Resolution Card should be returned as soon as possible for receipt by us
no later than April 25, 2001.
We will pay the entire cost of the preparation and mailing of this
Proxy Statement and all other costs of this solicitation. Certain of our
directors, officers, or employees may also solicit written consents by mail,
telephone, telegraph, or personal interview but no additional compensation will
be paid to them for doing so.
Written Consents Irrevocable
Any Signature Card executed and delivered by a shareholder shall be
deemed to constitute that shareholder's approval of and written consent to the
adoption of the Consent Resolution. Once we (or our agent) receive the executed
Signature Card, that consent may not be revoked unless written notice of
revocation is received by us before the close of business on the earlier of the
date that we receive the majority consent or April 25, 2001.
This Proxy Statement and the enclosed Consent Resolution are being furnished to
shareholders on or about March 12, 2001.
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Adoption of the Amendment to the Certificate of Incorporation
The Board of Directors has unanimously adopted, subject to shareholder
approval, an amendment to the Articles of Incorporation, which will increase the
number of shares The Murdock Group is authorized to issue to 600,000,000 common
shares. The text of the Amendment to the Articles of Incorporation is included
in the Consent Resolution attached as Appendix "A" to this Proxy Statement. The
shareholders are asked to approve this amendment.
Increase of Authorized Capital
Article 4 of the Articles of Incorporation as amended and restated and
as currently in effect reads:
Article 4. Stock
The total number of shares which the Corporation shall have
the authority to issue is three hundred twenty-five million
(325,000,000) shares of capital stock, such total number of shares
consisting of 300,000,000 shares of Common Stock, $.001 par value per
share, and 25,000,000 shares of Preferred stock, $.001 par value per
share. All of the shares of the Corporation's capital stock shall be
non-assessable.
Preferred Stock. The Preferred Stock may be issued by the
Corporation from time to time in one or more series and in such amounts
as may be determined by the Board of Directors. The designations,
voting rights, amounts of preference upon distribution of assets, rates
of dividends, premiums of redemption, conversion rights and other
variations, if any, the qualifications, limitations or restrictions
thereof, if any, of the Preferred Stock, and of each series thereof,
shall be such as are fixed by the Board of Directors, the authority so
to do being hereby expressly granted, as stated and expressed in a
resolution or resolutions adopted by the Board of Directors providing
for the issue of such series of Preferred Stock (a "Director's
Resolution"). The authority of the Board of Directors with respect to
each such series of Preferred Stock shall include, but shall not be
limited to, determination of the following:
1. The distinctive serial designation and number of
shares comprising each such series;
2. The rate of dividends, if any, on the shares of that
series, whether dividends shall be non-cumulative,
cumulative to the extent earned or cumulative (and,
if cumulative, from which date or dates), whether
dividends shall be payable in cash, property or
rights, or in shares of the Corporation's capital
stock, and the relative priority, if any, of payment
of dividends on shares of that series over shares of
any other series;
3. Whether the shares of that series shall be redeemable
and, if so, the terms and conditions of such
redemption, including the date or dates upon or after
which they shall be redeemable, the event or events
upon or after which they shall be redeemable or at
whose option they shall be redeemable, and the amount
per share payable in case of redemption (which amount
may vary under different conditions and at different
redemption dates) or the property or rights,
including securities of any other corporation,
payable in case of redemption;
4. Whether that series shall have a sinking fund for
the redemption or purchase of shares of that series
and, if so, the terms and amounts payable into such
sinking fund;
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5. The rights, if any, to which the holders of the
shares of that series shall be entitled in the event
of voluntary involuntary liquidation, dissolution or
winding-up of the Corporation, and the relative
rights of priority, if any, of payment of shares of
that series in any such event;
6. Whether the shares of that series shall be
convertible into or exchangeable for shares of stock
of any other class of the capital stock of the
Corporation or any other series of Preferred Stock
of the Corporation or the securities of any other
entity and, if so, the terms and conditions of such
conversion or exchange, including the rate or rates
of conversion or exchange, the date or dates upon or
after which or the events upon which they shall be
convertible or exchangeable or at whose option they
shall be convertible or exchangeable, and the method,
if any, of adjusting the rates of conversion or
exchange in the event of a stock split, stock
dividend, combination of shares or similar event;
7. Whether the issuance of any additional shares of
such series shall be subject to restrictions, or
whether any shares of any other series shall be
subject to restrictions as to issuance, or as to
the powers, preferences or rights of any such other
series;
8. Voting rights, if any, including, without limitation,
the authority to confer multiple votes per share,
voting rights as to specified matters or issues or,
subject to the provisions of these Articles of
Incorporation, voting rights to be exercised either
together with holders of Common Stock as a single
class, or independently as a separate class; and
9. Any other preferences, privileges and powers, and
relative, participating, optional or other special
rights and qualifications, limitations or
restrictions of such series, as the Board of
Directors may deem advisable and as shall not be
inconsistent with the provisions of these Articles of
Incorporation and as shall now or hereafter be
permitted by the Utah Revised Business Corporation
Act, as amended.
Common Stock. Except as otherwise required by law or these
Articles of Incorporation or as otherwise provided with respect to the
relative rights of shares of Preferred Stock in any Director's
Resolution, all shares of Common Stock shall be identical and the
holders of shares of Common Stock shall possess voting power and each
share of Common Stock shall have one (1) vote.
Relative Ranking of Common Stock. The Common Stock is junior
to the Preferred Stock and is subject to all of the powers, rights,
privileges, preferences and priorities of the Preferred Stock as herein
set forth and as may be stated in any Director's Resolution.
The Company's Board of Directors has approved and recommends to the
shareholders the adoption of an amendment that increases the authorized common
stock from 300,000,000 to 600,000,000 shares. No other changes are proposed at
this time. Therefore, management proposes to adopt an Amendment to the Articles
of Incorporation in which Article 4 is amended to increase the number of shares
of voting common stock that the Company is authorized to issue from 300,000,000
shares to 600,000,000. In pertinent part, the first paragraph of Article 4 of
the Articles of Incorporation would be amended to read as follows:
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Article 4. Stock
The total number of shares which the Corporation shall have
the authority to issue is six hundred twenty-five million (625,000,000)
shares of capital stock, such total number of shares consisting of
600,000,000 shares of Common Stock, $.001 par value per share, and
25,000,000 shares of Preferred stock, $.001 par value per share. All of
the shares of the Corporation's capital stock shall be non-assessable.
The remainder of Article 4 would continue in full force as currently in effect.
Background of the Proposed Amendment to Increase the Authorized
Capital. As of the Record Date, there are 238,781,427 shares of common stock
issued and outstanding. A total of 25,000,000 shares of common stock are
reserved for issuance under the stock option plan. Depending on the market price
for the common stock as related to the conversion of certain debt under a
corporate restructuring plan announced in late 2000 and continuing through the
first quarter of 2001, we need to increase the number of shares of authorized
common stock in order to accomplish the restructuring of debt and to continue
our business plan, including the acquisition of real property using common stock
as consideration for the purchase price of that property, which is based on the
market price of the stock on the date an acquisition transaction is entered
into.
We believe that this proposed Amendment would benefit The Murdock Group
by providing greater flexibility to the Board of Directors to issue additional
equity securities to raise additional capital, to facilitate possible future
acquisitions and to provide stock-related employee benefits. To date, our
primary source of financing has been private sales of common stock or other
equity or debt securities convertible into common stock. We presently are in
immediate need of additional capital. To facilitate such financing transactions,
the authorized capital will need to be increased pursuant to a
shareholder-approved amendment to the Articles of Incorporation.
If this Amendment is approved, generally, no shareholder approval would
be necessary for the issuance of all or any portion of the additional shares of
common stock unless required by law or any rules or regulations to which we are
subject. Depending upon the consideration per share received for any subsequent
issuance of common stock, that issuance could have a dilutive effect on those
shareholders who paid a higher consideration per share for their stock. Also,
future issuances of common stock will increase the number of outstanding shares,
thereby decreasing the percentage ownership (for voting, distributions and all
other purposes) represented by existing shares of common stock. The availability
for issuance of the additional shares of common stock may be viewed as having
the effect of discouraging an unsolicited attempt by another person or entity to
acquire control of The Murdock Group. Although the Board of Directors has no
present intention of doing so, authorized but unissued common stock or preferred
stock could be issued in one or more transactions that would make a takeover
more difficult or costly, and therefore less likely. We are not aware of any
person or entity that is seeking to acquire control of The Murdock Group.
Holders of common stock do not have any preemptive rights to acquire any
additional securities issued by The Murdock Group.
If shareholders do not approve the Amendment, due to declines in the
market price of the common stock affecting conversion ratios of debt, we may be
precluded from successfully restructuring our debt by issuing shares of common
stock in lieu of cash payment. In such event, we could be subject to material
liabilities for money damages that could adversely affect our operations and
financial condition. Moreover, even if we were to negotiate additional real
estate acquisition transactions on terms acceptable us, we would not be able to
complete such transactions without an increase in authorized capital.
Under Utah law, the increase of authorized capital requires an
amendment to the Articles of Incorporation. Except for certain special
circumstances that are not applicable to the action proposed by the Board of
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Directors, an amendment to a corporation's Articles of Incorporation under Utah
law requires the approval of a majority of the issued and outstanding voting
shares of the corporation. Generally such action is taken by a vote conducted at
an annual or special meeting of the shareholders of the corporation. Section
16-10a-706 of the Utah Revised Business Corporations Act (the "Utah Law")
provides that "any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice, if one or
more consents in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take the action at a meeting at
which all shares entitled to vote thereon were present and voted." In addition,
the Utah Law provides that any action taken in this manner has the same effect
as action taken at a meeting of shareholders.
THE BOARD OF DIRECTORS HAS APPROVED THE PROPOSAL TO AMEND THE ARTICLES OF
INCORPORATION AND RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE
PROPOSED AMENDMENT TO INCREASE THE NUMBER OF SHARES OF STOCK THE MURDOCK GROUP
IS AUTHORIZED TO ISSUE.
Adoption of the Amendment to the 2000 Stock Option Plan
The 2000 Murdock Group Stock Option Plan was approved by the majority
of the shareholders in November 2000. The Board adopted the plan effective
October 1, 2000.
The amendment to the plan is to provide for an increase from 25,000,000
shares to 75,000,000 shares the total number of shares of common stock that may
be the subject of awards made under the plan.
The following is a brief description of the principal features of the
plan. As of the date of this Proxy, options for the purchase of 27,204,210
shares have been granted under the plan to employees and consultants of The
Murdock Group at an exercise price ranging from $.03 to $1.50 per share and
exercisable for a period ranging from immediate vesting up to 4 years, with the
average exercise period being 4 years.
Awards under the plan may be granted as determined by the committee
appointed by the Board that administers the plan. In the absence of a committee,
the Board of Directors administers the plan. The total number of shares of
common stock that may be the subject of awards made under the plan as amended is
75,000,000 shares.
No award under the plan may be granted or exercised after September 30,
2010. The grant of awards under the plan must be evidenced by a written
agreement with the recipient, which contains the terms and conditions (subject
always to the terms and provisions of the plan) under which the award may be
exercised or received. The exercise price of stock options under the plan is to
be 100% of the fair market value of common stock on the date the option is
granted, unless the committee establishes a lower exercise price. The exercise
price of an ISO must be 100% of the fair market value of the common stock on the
date of grant, except that any ISO awarded to an employee who is also the owner
of 10% or more of the common stock will be 110% of fair market value of the
common stock on the date of grant. The aggregate fair market value of stock
subject to any ISO granted to a given recipient during any calendar year may not
exceed $100,000.
Option exercise prices are to be paid at the time of exercise in cash
or in shares of The Murdock Group common stock having a fair market value equal
to the exercise price, or a combination of the two. Cash for exercise of options
may be monies received as compensation or borrowed from The Murdock Group on
terms established by the committee.
The members of the committee who are non-employee directors and
therefore "independent" for purposes of plan administration, may accept awards
of non-statutory stock options under the plan if the grant of these options is
approved by the full Board of Directors.
Under the plan, the "fair market value" of the common stock is
determined as of any particular date to be (i) the closing sales price per share
of common stock reflected on a national securities exchange for the last
preceding date on which there was a sale of such common stock on such exchange;
or (ii) if the shares of common stock are then traded on an over-the-counter
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market, the average of the closing bid and asked prices for the shares of common
stock in such over-the-counter market for the last preceding date on which there
was a sale of such common stock in such market; or (iii) in case no reported
sale takes place, the average of the closing bid and asked prices on the
National Association of Securities Dealers' Automated Quotations System
("Nasdaq") or any comparable system, or if the shares of common stock are not
listed on Nasdaq or comparable system, the closing sale price or, in case no
reported sale takes place, the average of the closing bid and asked prices, as
furnished by any member of the National Association of Securities Dealers, Inc.
selected from time to time by us for that purpose; or (iv) if the shares of
common stock are not then listed on a national securities exchange or traded in
an over-the-counter market, that value that the committee in its discretion may
determine in any such other manner as the committee may deem appropriate. In no
event shall the fair market value of any share of common stock be less than its
par value. In the case of ISO, the fair market value shall not be discounted for
restrictions, lack of marketability and other such limitations on the enjoyment
of the common stock. In the case of other type of options, the fair market value
of the common stock shall be so discounted.
THE BOARD OF DIRECTORS HAS APPROVED THE ADOPTION OF THE AMENDMENT TO THE PLAN
AND RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF RATIFICATION OF THE AMENDMENT
TO THE PLAN.
The enclosed Shareholder Consent Resolution is furnished for you to
indicate your consent with respect to Amendment to the Articles of Incorporation
and the Amendment to the Plan described in this Proxy Statement. If you wish to
consent in accordance with the Board's recommendation, please fill out, sign,
date and return the Signature Card in the enclosed envelope, which requires no
postage if mailed in the United States. A prompt return of the Signature Card
will be appreciated.
By Order of the Board of Directors
/s/ KC Holmes
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KC Holmes
Chairman and Chief Executive Officer
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APPENDIX A
CONSENT RESOLUTION
OF THE SHAREHOLDERS
OF
THE MURDOCK GROUP HOLDING CORPORATION
A Utah Corporation
(Amendment to the Articles of Incorporation Increasing Authorized Common Stock)
Pursuant to Section 16-10a-704 of the Utah Revised Business
Corporations Act, the undersigned, being the holders of __________ shares of the
issued and outstanding common stock of The Murdock Group Holding Corporation
(the "Company"), a Utah corporation, hereby consent to and approve the following
corporate action as if it had been taken at a meeting of the shareholders of the
Company:
RESOLVED, that the Articles of Incorporation of the Company be amended
and the authorized capital of the Corporation increased as follows:
Article 4 of the Company's Articles of Incorporation is hereby amended
in part to change the number of shares of common stock that the company is
authorized to issue from 300,000,000 to 600,000,00. No other changes are to be
made to the Articles; however, the Board may, in its discretion, file restated
articles to include this change.
FURTHER RESOLVED, that the officers of the Corporation are authorized
and directed to take all additional actions, and to execute, deliver and cause
to be filed, such instruments and documents as may be required by the Utah
Revised Business Corporations Act to effect this amendment and that such
amendment may be in the form of an Amendment to the Articles of Incorporation.
FURTHER RESOLVED, that the 2000 Murdock Group Stock Plan (the "Plan"),
effective October 1, 2000, be and it hereby is amended to reflect the increase
from 25,000,000 shares to 75,000,000 shares the total number of shares of the
Company's common stock that may be the subject of awards made under the Plan
Once signed by the holders of at least a majority of the outstanding
shares of common stock of the Company, these resolutions shall be delivered to
the Company at its principal office in Salt Lake City, Utah. These resolutions
are to be included in the Company's corporate records and, as of the Effective
Date as indicated in the Proxy Statement filed by the Company in connection with
these corporate actions, shall have the same force and effect as an action taken
at a meeting of the shareholders of the Company.
CONSENT RESOLUTION OF THE SHAREHOLDERS
OF
THE MURDOCK GROUP HOLDING CORPORATION
SIGNATURE CARD
You are requested to fill out, date, sign and return this Shareholder Consent
Resolution Signature Card, which is solicited by the Board of Directors of The
Murdock Group as described in the accompanying Proxy Statement. Your consent is
important. Please sign and date this Signature Card and return it promptly in
the enclosed return envelope. The return envelope requires no postage if mailed
in the United States. If mailed elsewhere, foreign postage must be affixed. Your
consent as evidenced by your signature and return of this card is revocable only
if written notice of revocation is received by The Murdock Group prior to close
of business on April 25, 2001, as explained in the Proxy Statement.
1. To approve an amendment to the Company's Articles of Incorporation to
increase the authorized capital of the Company from 300,000,000 common
and 25,000,000 preferred shares to 600,000,000 common and 25,000,000
preferred shares:
FOR AGAINST ABSTAIN
/ / / / / /
2. To approve an amendment to the 2000 Murdock Group Stock Option Plan
increasing the total number of shares of common stock that may be the subject of
awards made under the Plan from 25,000,000 shares to 75,000,000 shares.
FOR AGAINST ABSTAIN
/ / / / / /
THIS WRITTEN CONSENT WHEN PROPERLY EXECUTED WILL BE DEEMED REVOCABLE ONLY IF
WRITTEN NOTICE IS RECEIVED BY THE MURDOCK GROUP BY THE EARLIER OF THE DATE ON
WHICH THE MURDOCK GROUP HAS RECEIVED THE REQUIRED MAJORITY TO APPROVE THE
AMENDMENT AND THE PLAN OR APRIL 25, 2001. IF THIS CONSENT IS RETURNED BUT NO
DIRECTION IS MADE, THIS WRITTEN CONSENT WILL BE CONSIDERED GRANTED IN FAVOR OF
THE INCREASE IN AUTHORIZED CAPITAL AND THE ADOPTION OF THE AMENDMENT TO THE
STOCK OPTION PLAN.
DATE:
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Signature
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Signature of co-tenant holder, if any
PLEASE SIGN EXACTLY AS THE SHARES ARE ISSUED. WHEN CO-TENANTS HOLD SHARES, BOTH
SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. PLEASE DATE, SIGN AND
RETURN THIS WRITTEN CONSENT CARD PROMPTLY USING THE ENCLOSED ENVELOPE.