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 Sec.240.14a-12
BELLAVISTA CAPITAL, 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)(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 filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: ______________
2) Form, Schedule or Registration Statement No: ______________
3) Filing Party: ______________
4) Date Filed: ______________
BellaVista Capital, Inc.
420 Florence Street Suite 200
Palo Alto, CA 94301
(650) 328-3060
------------------------------------------
Notice of Annual Meeting of Shareholders
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
BellaVista Capital, Inc., a Maryland corporation (the "Company"), to be held on
Monday, October 3, 2005, at 10:00 AM Pacific Daylight Time, at the Palo Alto
Elks Lodge, 4249 El Camino Real, Palo Alto, California, for the following
purposes:
1. The election of Class I, II and III Directors to serve until the
Company's Annual Meeting of Shareholders for the year in which each
such class's directors term expires, or until each such director's
successor is elected and qualified; and
2. To transact such other business as may properly come before the Annual
Meeting or at any adjournments or postponements thereof.
A proxy statement describing the matters to be considered at the 2005 Annual
Meeting is attached to this notice. The Board of Directors has fixed the close
of business on September 6, 2005 as the record date for determination of
shareholders entitled to notice of, and to vote at, the Annual Meeting and at
any adjournments thereof.
Management desires to have a maximum representation of shareholders at the
Annual Meeting. Only shareholders entitled to notice and to vote, and other
invited guests of the Company, shall attend. The Company may incur substantial
additional proxy solicitation costs if a sufficient number of proxies are not
returned in advance of the Annual Meeting. In order that your shares may be
represented at the Annual Meeting, management respectfully requests that you
date, execute and promptly mail the enclosed proxy in the accompanying
postage-paid envelope. A shareholder may revoke a proxy by notice in writing to
the Secretary of the Company at any time prior to its use, by presentation of a
later-dated proxy, or by attending the Annual Meeting and voting in person.
By Order of the Board of Directors
Palo Alto, California Eric Hanke
September 6, 2005 Secretary
---------------------------------------------------------
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND
THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY, AND PROMPTLY RETURN IT IN THE ENCLOSED
STAMPED ENVELOPE.
---------------------------------------------------------
BellaVista Capital, Inc.
420 Florence Street Suite 200
Palo Alto, CA 94301
(650) 328-3060
Proxy Statement
Annual Meeting of Shareholders
To Be Held October 3, 2005
GENERAL INFORMATION
The Board of Directors of BellaVista Capital, Inc., a Maryland corporation (the
"Company"), is furnishing this proxy statement in connection with its
solicitation of proxies for use at the annual meeting of shareholders to be held
on Monday, October 3, 2005, at 10:00 AM Pacific Daylight Time, at the Palo Alto
Elks Lodge, 4249 El Camino Real, Palo Alto, California, and at any adjournment
or postponement thereof. Shareholders were notified of the meeting on or about
September 6, 2005, and this proxy statement and the accompanying proxy are being
provided to shareholders beginning on or about September 6, 2005.
Voting of Proxies
The only class of the Company's capital stock currently outstanding is its
common stock. Shares of the common stock represented by all properly executed
proxies received in time for the scheduled meeting will be voted in accordance
with the choices specified in the proxies. If multiple proxies are received with
respect to the same shares, the latest dated proxy will be voted with respect to
those shares. See "Revocability of Proxies" below. Unless contrary instructions
are indicated on the proxy, the shares will be voted FOR the election of the
nominees named in this proxy statement as directors.
In the event that a quorum is not present at the time the annual meeting is
convened, or if for any other reason the Company believes that additional time
should be allowed for the solicitation of proxies, the shareholders entitled to
vote at the annual meeting, present in person or represented by proxy, will have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting. If the Company proposes to adjourn the annual
meeting by a vote of shareholders, the persons named in the enclosed form of
proxy will vote all shares of stock for which they have voting authority in
favor of such adjournment.
The management and the Board of Directors know of no matters to be brought
before the annual meeting other than as set forth herein. To date, the Company
has not received any shareholder proposals. If any other matter of which the
management and Board of Directors are not now aware is presented properly to the
shareholders for action, it is the intention of the proxy holders to vote in
their discretion on all matters on which the shares represented by such proxy
are entitled to vote.
Voting Rights
Holders of shares of BellaVista Capital, Inc.'s common stock, par value $0.01
per share, at the close of business on September 6, 2005, the record date, are
entitled to notice of, and to vote at, the annual meeting. As of September 6,
2005, a total of 14,991,325 shares of the Company's common stock were
outstanding. Each share of common stock outstanding on the record date and the
date of the annual meeting is entitled to one vote on the matter presented at
the meeting, including one vote for each of the five directors to be elected at
the annual meeting. The presence, in person or by proxy, of shareholders
representing 50% or more of the issued and outstanding stock entitled to vote
constitutes a quorum for the transaction of business at the meeting. If a quorum
is present, (1) a plurality of the votes cast at the annual meeting is required
for election of a director, and (2) the affirmative vote of the majority of the
shares present, in person or by proxy, at the annual meeting and entitled to
vote is required for all other matters. Cumulative voting in the election of
directors is not permitted and vote allocated to each share for each director
position to be elected must be cast for a separate nominee.
Solicitation of Proxies
This solicitation is being made on behalf of the Company's Board of Directors.
The costs of this solicitation by the Board of Directors will be borne by
BellaVista Capital, Inc. Proxy solicitations will be made by mail and electronic
mail. They also may be made by members of Company management by personal
interview, telephone, facsimile transmission, and telegram. BellaVista Capital,
Inc. does not expect to engage an outside firm to solicit votes, but if such a
firm is engaged subsequent to the date of this proxy statement, the cost is
estimated to be less than $5,000, plus reasonable out-of-pocket expenses.
Assuming no such third party solicitation costs are incurred, the total costs to
the Company for this solicitation which will consist primarily of the legal,
printing and mailing costs, are expected to be approximately $5,000. Total costs
incurred to date have been approximately $2,500.
Revocability of Proxy
The giving of the enclosed proxy does not preclude the right to vote in person
should the shareholder giving the proxy so desire. A proxy may be revoked at any
time prior to its exercise by delivering a written statement to the Company's
Secretary that the proxy is revoked, by presenting a later-dated proxy, or by
attending the annual meeting and voting in person.
Additional Materials
A Notice of Meeting and a form of Proxy are included with the mailing of this
proxy statement. A copy of the Company's combined Annual Report to Shareholders
and Form 10-K Annual Report filed with the Securities Exchange Commission on May
9, 2005, which includes the Company's audited financial statements for the year
ended December 31, 2004, also is included with the mailing of this proxy
statement. The combined Annual Report to Shareholders and Form 10-K Annual
Report is not to be considered a part of these proxy solicitation materials. An
additional copy of the Form 10-K Annual Report, including exhibits, as well as
copies of the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 2005, will be furnished without charge to beneficial
shareholders or shareholders of record upon request to Connie Paris, 420
Florence Street, Suite 200, Palo Alto, California 94301; or by calling Ms. Paris
at (650) 328-3060.
ELECTION OF DIRECTORS
The Board of Directors is currently comprised of five members. The Board is
divided into three classes, each having a three-year term, designated Class I
(one director), Class II (two directors) and Class III (two directors), with one
class standing for election at the annual meeting of shareholders each year. In
addition, where there has been a vacancy on the Board of Directors due to
resignation or removal or due to an increase in the size of the Board, a
majority of the Board of Directors shall elect the person to fill the vacancy,
provided that such person shall hold office until the next annual meeting of
shareholders.
As of July 22, 2005, James Barrington resigned from the Company's Board of
Directors. As of July 22, 2005, Robert Puette resigned from his then current
position as chairman of the Board of Directors, for the sole purpose of the
realignment of the Board described in this paragraph. As of July 22, 2005, the
Company's remaining director, Michael Rider, voted to amend the Company's bylaws
to increase the number of directors on its Board of Directors from three to
five. The four vacancies created by the two director resignations and the
increase in the number of directors were filled by the Board by its appointment
of Robert Puette as a Class I director, Patricia Wolf and Jeffrey Black as Class
II directors, and William Offenberg as a Class III director. William Offenberg
was appointed chairman of the Board.
As a result of the filling of the Board vacancies by appointment, at this year's
annual meeting all five directors are to be elected. The proxy holder intends to
vote all proxies received by the proxy holder in the accompanying form of proxy
FOR all of the nominees for director listed below unless otherwise specified by
the shareholder. In the event any nominee is unable or declines to serve as a
director at the time of the annual meeting, the proxies for such nominee will be
voted for any nominee who shall be designated by the present Board of Directors
to fill the vacancy. In the event that additional persons are nominated for
election as directors, the proxy holder intends to vote all proxies received for
the nominees listed below and against any other nominees. As of the date of this
proxy statement, the Board of Directors is not aware that any nominee is unable
or will decline to serve as a director. As noted above, the nominees listed
below already serve as directors of the Company.
The election to the Board of Directors of the five nominees identified in this
proxy statement will require the affirmative vote of a plurality of the
outstanding shares of the Company's common stock present in person or
represented by proxy at the annual meeting.
The Board of Directors unanimously recommends that shareholders vote "FOR" the
nominees identified below.
Nominees to Board of Directors
Name Position with the Company Class and Expiration of Term
- ---- ------------------------- ----------------------------
William Offenberg Chairman of the Board of Directors III (term expires 2008)
Robert Puette Director I (term expires 2006)
Patricia Wolf Director II (term expires 2007)
Jeffrey Black Director II (term expires 2007)
Michael Rider Director, Chief Executive Officer III (term expires 2008)
and Chief Financial Officer
Set forth below is additional information regarding each of the foregoing
nominees.
William Offenberg, age 52, has been a member of the Board since July 2005. Prior
to joining the Board, Mr. Offenberg acted as a consultant to the Board since
July 2004. Currently Mr. Offenberg serves on the Boards of UAV Entertainment, a
distributor of video and audio content and UTTC, a contract electronics
manufacturer. From 1998 to 2005, Mr. Offenberg was an Operating Partner at
Morgenthaler Partners, a $2 billion private equity firm, where he specialized in
recapitalizations and leveraged buyouts. In his capacity as Operating Partner,
Mr. Offenberg has served as CEO of UAV Entertainment, President of Sheldahl
Materials and Flex Interconnect Divisions and a member of the Board of Directors
of Apsco, a contract electronics manufacturer. Between 1993 and 1997, Mr.
Offenberg was President and Chief Executive Officer of Gatan International, a
developer of scientific instrumentation. Prior to joining Gatan, Mr. Offenberg
was President of Spectra-Physics Analytical from 1986 to 1993. Between 1977 and
1986, Mr. Offenberg held various management positions at Perkin-Elmer's
Instrument Group. Mr. Offenberg began his career as a chemist at Atlantic
Richfield. Mr. Offenberg has degree in Chemistry from Bowdoin College and did
graduate work in analytical chemistry at Indiana University.
Robert Puette, age 63, is the President of Puette Capital Management, Inc., an
investment and consulting company that he founded in 2005. He has been a member
of the BellaVista Board since March 1, 2002. Prior to such time, Mr. Puette
served as an advisory director to the Company. Between 2001 and 2004, Mr. Puette
was a partner at the WK Technology venture capital firm. Between 1997 and 2000,
Mr. Puette was the President, Chief Executive Officer, and member of the Board
of Directors of Centigram Communications Corporation (NASDAQ), a communications
technology firm. Prior to his position at Centigram, from 1995 to 1997, Mr.
Puette served as President, CEO and Chairman of the Board of Directors at
NetFRAME Systems (NASDAQ), a high-availability computer server company, and from
1990 to 1993, Mr. Puette served as President of Apple USA, Apple Corporation
(NASDAQ). Prior to 1990, Mr. Puette served as a Group General Manager of
Hewlett-Packard Corporation (NYSE). Mr. Puette is also on the Boards of
Cupertino Electric Corporation (Private), iPolicy Networks Corporation
(Private), Bentek Corporation (Private), Fat Spaniel Corporation (Private) and
Aether Wire Corporation (Private). He is also a former director of Cisco Systems
(NASDAQ). Mr. Puette holds a BSEE degree from Northwestern University and a MSOR
degree from Stanford University.
Patricia Wolf, age 59, is currently Vice Chair of the Board of Trustees for
Ottawa University where she focuses on strategic planning issues. From 1986
until 2002 she was employed by Management Technology America, the computer
software company she founded in 1986. In 1999, Ms. Wolf sold Management
Technology America to a company listed on the NYSE. During the period from 1999
to 2002 she continued her employment with Management Technology America
Jeffrey Black, age 50, is a Senior Vice President in the Silicon Valley office
of Grubb & Ellis, a national real estate company, where he has worked since
1977. In his 28 years as a real estate broker, he has concluded real estate
transactions in excess of $1 billion. Notable clients that Mr. Black has
represented include eBay, Altera, Amdahl, AT&T, Exxon Corporation, Marriott, TRW
Corporation, VLSI Technology, Steelcase, Advanced Micro Devices and Ernst &
Young. He has been named one of the Top 10 Brokers Nationwide (Grubb & Ellis
2003); No. 4 Broker in Silicon Valley (San Jose Business Journal 2003); the Hall
of Fame Award (Association of Silicon Valley Brokers 1997). Mr. Black has a
Bachelor's of Science and Commerce degree in Finance from the University of
Santa Clara.
Michael Rider, age 43, is a co-founder, director, Chief Executive Officer and
has been Chief Financial Officer of the Company since 1999. Mr. Rider's term of
office as a director expires in 2005. Mr. Rider was controller, then Chief
Financial Officer for The Plymouth Group and its successor, TPG Development
Corporation, a San Francisco Bay Area real estate development company from 1991
until 1998. From 1986 to 1990 Mr. Rider was senior accountant with Kenneth
Leventhal & Company, a national public accounting firm specializing in real
estate accounting and advisory services. Mr. Rider is a certified public
accountant and a member of the Urban Land Institute. Mr. Rider received a B.A.
degree in Economics/Business from the University of California Los Angeles.
Directors' Meetings and Committees
The Board of Directors has not established separate standing audit, nominating
or compensation committees or committees performing similar functions.
The full Board of Directors acts as the audit committee for all purposes
relating to communications with the auditors and responsibility for oversight of
the audit. The Board has not adopted any written charter governing its activity
as the de facto audit committee.
The full Board also acts as the nominating committee. The Board has no
nominating committee charter, nor does it have any express policy with respect
to consideration of director candidates recommended by securities holders. The
Board believes that, in consideration of the size of the Company, its limited
shareholder group, the lack of any public trading market for its securities and
the limited resources available to the Board, that maintaining a standing
nominating committee and nominating committee charter is not practical or in the
best interests of the Company and its shareholders. All members of the Board
have participated in the nomination process when in office, and all members of
the sitting Board are expected in the future to participate in the nomination
process.
Of the five current members of the Board, Michael Rider, as an officer of the
Company, cannot be considered an independent director, and all other members of
the Board are considered independent, as that term is defined under New York
Stock Exchange Rule Section 303A, the NYSE's Corporate Governance Rules. Under
those Rules, no director qualifies as "independent" unless the Board of
Directors affirmatively determines that the director has no material
relationship with the Company (either directly or as a partner, shareholder or
officer of an organization that has a relationship with the Company). Material
relationships can include commercial, industrial, banking, consulting, legal,
accounting, charitable and familial relationships, among others. However, as the
concern is independence from management, the NYSE does not view ownership of
even a significant amount of stock, by itself, as a bar to an independence
finding. Accordingly, while Mssrs. Offenberg, Puette and Black and Ms. Wolf own
shares of the Company's common stock, the Board views these directors/nominees
as independent under these standards. In addition, a director is not independent
under the NYSE Rules if: (i) the director is, or has been within the last three
years, an employee of the Company, or an immediate family member is, or has been
within the last three years, an executive officer, of the Company; (ii) the
director has received, or has an immediate family member who has received,
during any twelve-month period within the last three years, more than $100,000
in direct compensation from the listed company, other than director and
committee fees and pension or other forms of deferred compensation for prior
service (provided such compensation is not contingent in any way on continued
service; (iii) (A) the director or an immediate family member is a current
partner of a firm that is the Company's internal or external auditor; (B) the
director is a current employee of such a firm; (C) the director has an immediate
family member who is a current employee of such a firm and who participates in
the firm's audit, assurance or tax compliance (but not tax planning) practice;
or (D) the director or an immediate family member was within the last three
years (but is no longer) a partner or employee of such a firm and personally
worked on the Company's audit within that time; (iv) the director or an
immediate family member is, or has been within the last three years, employed as
an executive officer of another company where any of the Company's present
executive officers at the same time serves or served on that company's
compensation committee; or (v) the director is a current employee, or an
immediate family member is a current executive officer, of a company that has
made payments to, or received payments from, the Company for property or
services in an amount which, in any of the last three fiscal years, exceeds the
greater of $1 million, or 2% of such other company's consolidated gross
revenues.
During fiscal year 2004, there were 26 meetings of the Board of Directors. Mr.
Rider and Mr. Puette, who were in office during 2004, attended at least 75% of
these meetings of the Board of Directors.
Shareholders may communicate directly with any director. Any shareholder wishing
to communicate with a director may send a written communication addressed to the
director to the Company's secretary, Eric Hanke, who will transmit the
communication to the addressed director.
Compensation of Directors
Michael Rider is the only director of the Company who also serves as an
executive officers or employee of the Company, and Mr. Rider receives no
separate compensation for service on the Company's Board of Directors or on any
Board committee. All directors are entitled to receive reimbursement of
reasonable out-of-pocket expenses incurred in connection with meetings of the
Board of Directors. During 2004 the aggregate reimbursement of meeting related
expenses for all directors was less than $500. Mr. Puette, who served as
chairman of the Board until July 2005, and James Barrington, who resigned from
the Board in July 2005, are not and were not employed by the Company, and
received annual compensation totaling $30,000 and $25,000, respectively for
their participation in the Company's 2004 regular board meetings. They were also
compensated $1,000 for every special board meeting they attended in 2004. Mr.
Offenberg, who acted as a consultant to the Board beginning in July 2004,
received $15,000 for his services during 2004.
The Company's charter obligates it to indemnify its directors and officers and
to pay or reimburse expenses for such individuals in advance of the final
disposition of a proceeding to the maximum extent permitted from time to time by
Maryland law. The Maryland General Corporation Law, the "Maryland GCL", permits
a corporation to indemnify its present and former directors and officers, among
others, against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceeding to which they may be
made a party by reason of their service in those or other capacities, unless it
is established that (a) the act or omission of the director or officer was
material to the matter giving rise to the proceeding and (1) was committed in
bad faith, or (2) was a result of active and deliberate dishonesty, (b) the
director or officer actually received an improper personal benefit in money,
property or services, or (c) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission was
unlawful.
Compensation Committee Interlocks
No interlocking relationship exists between the Board of Directors or officers
responsible for compensation decisions and the board of directors or
compensation committee of any other company, nor has any such interlocking
relationship existed in the past.
Officers of the Company
Our executive officers and senior officers and their positions are:
Name Position
---- --------
Michael Rider President, Chief Executive Officer and Chief Financial
Officer
Eric Hanke Vice President, Business Development, and Secretary
Executive officers are appointed by the Board of Directors, serve at the Board's
pleasure and may be removed from office at any time without cause. There are no
family relationships among the directors and officers. The Company does not
currently have a stock option or deferred compensation plan.
Executive Compensation
Prior to 2004 Primecore Funding Group, Inc. provided management services to the
Company pursuant to a written management agreement. Under the arrangement
Primecore Funding Group provided the necessary personnel, at their expense, to
perform the duties required to originate and service our portfolio of
investments. Accordingly, BellaVista Capital had no employees or compensated
personnel. On December 19, 2003 the Board of Directors determined that the
Company would internalize operations and therefore, voted to terminate our
agreement with Primecore Funding Group effective December 31, 2003. On December
23, 2003 the Company entered into an agreement with Primecore Funding Group for
management services for the period January 1, 2004 to March 31, 2004 to help
ease the transition to internal management. Beginning April 1, 2004, the Company
had completed internalized operations and employed personnel to perform the
duties previously provided by Primecore Funding Group. The following table
presents executive compensation information for 2004:
Total
Name and Principal Position Fiscal Year Salary Bonus Compensation
- --------------------------- ----------- ------ ----- ------------
Michael Rider
Chief Executive Officer, Director 2004 $ 296,895 $ 50,114 $ 347,009
Eric Hanke
Vice President, Secretary 2004 151,422 24,945 176,368
Joseph Colonna
Investment Servicing 2004 113,722 -- 113,722
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's principal accountant for fiscal year 2004 was Grant Thornton LLP
("Grant Thornton"). On September 1, 2005, the Company received the resignation
of Grant Thornton as its principal independent accountants.
Grant Thornton 's report on the Company's financial statements for the year
ended December 31, 2004 did not contain an adverse opinion or disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles. During the Company's fiscal year ended December 31, 2004,
and the subsequent interim periods through September 1, 2005, the date of Grant
Thornton's resignation, there were no disagreements with Grant Thornton on any
matters of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which, if not resolved to the satisfaction of Grant
Thornton would have caused it to make reference to the subject matter of the
disagreement in connection with its report on the financial statements for any
such period, nor have there been any "reportable events" as defined under Item
304(a)(1)(v) of Regulation S-K during such period. The Company believes Grant
Thornton's resignation is due to internal resource constraints at Grant
Thornton.
The Company has begun the process of finding a new principal independent
accounting firm, but has not yet engaged a new principal independent accountant.
The Company accrues expenses associated with principal accountant fees and
services in the year being audited or serviced. The following table presents the
expenses accrued by the Company for such fees and services in 2004 and 2003.
Principal Accountant Fees and Services
--------------------------------------------------------------------
2004 2003
Audit fees $ 254,094 $ 270,937
Audit-related fees -- --
Tax fees 16,744 36,423
All other fees -- --
----------------------------------
Total $ 270,838 $ 307,360
==================================
Tax fees are comprised of fees related to the preparation and filing of the
Company's federal and applicable state tax returns.
As noted above, the Company does not have an independent audit committee, and
the full board of directors therefore serves as the audit committee for all
purposes relating to communication with the Company's auditors and
responsibility for the Company audit. All engagements for audit services, audit
related services and tax services are approved in advance by the full board of
directors of the Company. The Company's Board of Directors has considered
whether the provision of the services described above for the fiscal years ended
December 31, 2004 and 2003, is compatible with maintaining the auditor's
independence.
All audit and non-audit services that may be provided by our principal
accountant to the Company shall require pre-approval by the Board. Further, our
auditor shall not provide those services to the Company specifically prohibited
by the Securities and Exchange Commission, including bookkeeping or other
services related to the accounting records or financial statements of the audit
client; financial information systems design and implementation; appraisal or
valuation services, fairness opinion, or contribution-in-kind reports; actuarial
services; internal audit outsourcing services; management functions; human
resources; broker-dealer, investment adviser, or investment banking services;
legal services and expert services unrelated to the audit; and any other service
that the Public Company Oversight Board determines, by regulation, is
impermissible.
BENEFICIAL OWNERSHIP OF COMMON SHARES
Beneficial Ownership of Capital Stock by Large Security Holders
To the Company's knowledge, no person beneficially owns more than 5% of
Company's outstanding common stock.
Beneficial Ownership of Capital Stock by Directors and Management
As of August 1, 2005, the Company had 14,991,325 issued and outstanding shares.
The following table presents information regarding the beneficial ownership of
the Company's capital stock as of August 1, 2005 of: (1) each of our
directors/nominees and executive officers; and (2) all of our directors and
executive officers as a group. The beneficial owners named have, to our
knowledge, sole voting and investment power with respect to the shares
beneficially owned, subject to community property laws where applicable.
- ----------------------- ---------------------------- -------------------- ----------------------
Title of Class Name of Beneficial Owner Number of Shares Percent of Class
- ----------------------- ---------------------------- -------------------- ----------------------
Common Shares William Offenberg 107,404 0.72%
- ----------------------- ---------------------------- -------------------- ----------------------
Robert Puette 405,241 2.70%
- ----------------------- ---------------------------- -------------------- ----------------------
Patricia Wolf 167,030 1.11%
- ----------------------- ---------------------------- -------------------- ----------------------
Jeffrey Black 267,341 1.78%
- ----------------------- ---------------------------- -------------------- ----------------------
Michael Rider 12,124 *
- ----------------------- ---------------------------- -------------------- ----------------------
Eric Hanke 2,170 *
- ----------------------- ---------------------------- -------------------- ----------------------
Total 961,310 6.41%
- ----------------------- ---------------------------- -------------------- ----------------------
* Less than 0.1% of shares outstanding
Section 16(a) Beneficial Ownership Reporting Compliance
Because no person has ever owned more than 10% of the Company's outstanding
common stock, only the Company's officers and directors have been required to
report under Section 16(a) of the Securities Exchange Act of 1934. Statements of
beneficial ownership on SEC Form 3 respecting ownership of common stock were
required within 10 days of becoming an officer or director. These statements of
beneficial ownership on SEC Form 3 for the newly appointed directors were not
timely filed, but such Statements have been filed as of the date of
dissemination of these proxy materials.
LEGAL PROCEEDINGS
There are no material proceedings to which any director, officer or affiliate of
the Company, any owner of record or beneficially of more than five percent of
the Company's shares, or any associate of any such director, officer, affiliate
of the Company, or security holder is a party adverse to the Company or any of
its subsidiaries or has a material interest adverse to the Company or any of its
subsidiaries.
OTHER BUSINESS
The Board of Directors knows of no other matters, which may be presented for
shareholder action at the meeting. However, if other matters do properly come
before the meeting, it is intended that the persons named in the proxies will
vote upon them in accordance with their best judgments.
SHAREHOLDER PROPOSALS -2006 ANNUAL MEETING
Shareholders are entitled to present proposals for action at a forthcoming
shareholder's meeting if they comply with the requirements of the proxy rules.
The Company's Bylaws provide that any shareholder wishing to bring any matter
before the annual meeting must deliver notice to the Secretary at the principal
executive offices of the Company not less than 90 days before the first
anniversary of the mailing date of the notice of the preceding year's annual
meeting. Any proposals intended to be presented at the 2006 annual meeting of
shareholders must be received at the Company's offices on or before January 31,
2006, in order to be considered for inclusion in the proxy statement and form
proxy relating to such meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Palo Alto, California
September 6, 2005
BellaVista Capital, Inc.
Revocable Proxy
For Annual Meeting of Shareholders on October 3, 2005
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned appoints Eric Hanke, Secretary of BellaVista Capital, Inc., with
full powers of substitution, to act as attorney and proxy for the undersigned to
vote, as designated on this proxy, all shares of the Common Stock of BellaVista
Capital, Inc. (the "Company") which the undersigned is entitled to vote at the
Company's Annual Meeting of Shareholders to be held at he Palo Alto Elks Lodge,
4249 El Camino Real, Palo Alto, California, on October 3, 2005, at 10:00 a.m.,
Pacific Daylight Time, and at any and all adjournments, in the manner indicated
and in his discretion on any other business which may properly come before the
meeting.
ELECTION OF DIRECTORS--The Board recommends a vote FOR election of the following
nominees:
(1) Robert Puette as a Class I director; (2) Patricia Wolf as a Class
II director; (3) Jeffrey Black as a Class II director; (4) William Offenberg as
a Class III director; and (5) Michael Rider as a Class III director.
Robert Puette
FOR AGAINST ABSTAIN
Patricia Wolf
FOR AGAINST ABSTAIN
Jeffrey Black
FOR AGAINST ABSTAIN
William Offenberg
FOR AGAINST ABSTAIN
Michael Rider
FOR AGAINST ABSTAIN
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF YOU SIGN WITHOUT OTHERWISE MARKING
THE FORM, THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS ON
ALL MATTERS TO BE CONSIDERED AT THE MEETING. THIS PROXY WILL BE VOTED BY THE
INDIVIDUAL NAMED IN THIS PROXY IN HIS BEST JUDGMENT. AT THE PRESENT TIME, THE
BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
Dated: ___________, 2005
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Print Name Signature
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Print Name Signature
(Please sign exactly as name appears on stock certificate. Where stock is
registered jointly, all owners must sign. Corporate owners should sign full
corporate name by an authorized person. Executors, administrators, trustees or
guardians should indicate their status when signing.)