SCHEDULE 14A
Information Required in Proxy Statement
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: ____________
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to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
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[ ] Fee paid previously with preliminary materials.
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paid previously. Identify the previous filing by registration statement
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BellaVista Capital, Inc.
420 Florence Street Suite 200
Palo Alto, CA 94301
(650) 328-3060
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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"), for the fiscal
year ended September 30, 2006, to be held on Tuesday, February 27, 2007, at
10:00 AM Pacific Standard Time, at the Palo Alto Elks Lodge 4249 El Camino Real,
Palo Alto, California, for the following purposes:
1. The election of one Class I Director to serve until the Company's
Annual Meeting of Shareholders for the year ended September 30, 2009,
or until 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 Annual Meeting
is attached to this notice. The Board of Directors has fixed the close of
business on January 1, 2007 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
January 5, 2007 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 for the Year Ended September 30, 2006
To Be Held February 27, 2007
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 Tuesday, February 27, 2007, at 10:00 AM Pacific Standard 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 January 5, 2007, and this proxy statement and the accompanying proxy
are being provided to shareholders beginning on or about January 5, 2007.
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
nominee named in this proxy statement as the Class I director.
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 January 1, 2007, the record date, are
entitled to notice of, and to vote at, the annual meeting. As of January 1,
2007, a total of 14,266,108 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 for its fiscal year ended September 30, 2006, as
filed with the Securities Exchange Commission on December 22, 2006, which
includes the Company's audited financial statements for the fiscal year, 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 December 31, 2005, and March 31 and June 30, 2006,
will be furnished without charge to beneficial shareholders or shareholders of
record upon request to Eric Hanke, 420 Florence Street, Suite 200, Palo Alto,
California 94301; or by calling Diane Christensen 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.
The Class I seat is standing for election at this year's annual meeting. The
incumbent Class I director, Robert Puette, has been nominated to be elected as
the Class I director. Patricia Wolf and Jeffrey Black are the current Class II
directors, and William Offenberg and Michael Rider are the current Class III
directors. William Offenberg is chairman of the Board.
The proxy holder intends to vote all proxies received by the proxy holder in the
accompanying form of proxy FOR the Board's nominee for director, Robert Puette,
unless otherwise specified by the shareholder. In the event the 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 Mr. Puette and against any other
nominee. As of the date of this proxy statement, the Board of Directors is not
aware that the nominee is unable or will decline to serve as a director. As
noted above, the nominee already serves as a director of the Company.
The election to the Board of Directors of the nominee 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
nominee identified below.
Nominee to Board of Directors
Name Position with the Company Class and Expiration of Term
- ---- ------------------------- ----------------------------
Robert Puette Director I (term expires at the annual
meeting of shareholders
for the fiscal year ended
September 30, 2009)
Set forth below is additional information regarding the foregoing nominee.
Robert Puette, age 64, 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.
The other incumbent members of the Board of Directors are identified in the
following table, including the class and expiration of their respective terms.
The year of expiration in each case refers to the annual meeting of shareholders
for the fiscal year ended September 30 of the stated calendar year.
Class and Expiration
Name Position with the Company of Term
- ---- ------------------------- --------------------
William Offenberg Chairman of the Board of Directors III (term expires 2008)
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
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 $1 million, or 2% of such other company's consolidated gross
revenues.
During fiscal year ended September 30, 2006, there were 5 regular meetings of
the Board of Directors and 10 special meetings. Meetings are generally held at
the Company's offices and all Board members attend in person unless that
director cannot be present in person. In such cases, directors attend via a
telephone conference call.
Shareholders may communicate directly with any director. Any shareholder wishing
to communicate with a director may send a written communication addressed to the
director to the Company's secretary, Eric Hanke, who will transmit the
communication to the addressed director.
Compensation of Directors
Michael Rider is the only director of the Company who also serves as an
executive officers or employee of the Company, and Mr. Rider receives no
separate compensation for service on the Company's Board of Directors or on any
Board committee. All directors are entitled to receive reimbursement of
reasonable out-of-pocket expenses incurred in connection with meetings of the
Board of Directors.
- -------------- ------------ ----------- ------------ -------------- -------------- --------------- ----------
Name Fees Stock Option Non-Equity Nonqualified All Other Total
Earned Awards Awards Incentive Deferred Compensation ($)
Or ($) ($) Plan Compensation ($)
Paid in Compensation Earnings
Cash ($) ($) ($)
- -------------- ------------ ----------- ------------ -------------- -------------- --------------- ----------
William
Offenberg $21,750 -- -- -- -- -- $21,750
- -------------- ------------ ----------- ------------ -------------- -------------- --------------- ----------
Robert
Puette $35,420 -- -- -- -- -- $35,420
- -------------- ------------ ----------- ------------ -------------- -------------- --------------- ----------
Patricia
Wolf $35,960 -- -- -- -- -- $35,960
- -------------- ------------ ----------- ------------ -------------- -------------- --------------- ----------
Jeffrey
Black $35,960 -- -- -- -- -- $35,960
- -------------- ------------ ----------- ------------ -------------- -------------- --------------- ----------
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
Total
Name and Principal Position Fiscal Year Salary Bonus Compensation
Michael Rider 2006 $ 250,000 $ 19,397 $ 269,397
Chief Executive Officer, Director 2005 (9 months) 235,096 -- 235,096
Eric Hanke 2006 159,519 70,000 229,519
Vice President, Secretary 2005 (9 months) 123,750 -- 123,750
INDEPENDENT PUBLIC ACCOUNTANTS
On November 10, 2005, the registrant engaged the firm of Pohl, McNabola, Berg +
Company, LLP ("PMB"), San Francisco, California, as its principal accountant to
audit its financial statements. During the registrant's two fiscal years
preceding the engagement and the subsequent interim period through November 10,
2005, neither the registrant nor anyone on its behalf consulted PMB regarding
(i) the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the registrant's financial statements, and no written report or oral advice was
provided to the registrant that PMB concluded was an important factor considered
by the registrant in reaching a decision as to the accounting, auditing or
financial reporting issue; or (ii) any matter that was either (a) the subject of
a disagreement with any former accountant on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement, if not resolved to the satisfaction of the former
accountant, would have caused it to make a reference to the subject matter of
the disagreement in connection with any report during such period, or (b) or any
"reportable events" as defined under Item 304(a)(1)(v) of Regulation S-K during
such period.
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.
Notwithstanding the absence of "reportable events" as defined under Item
304(a)(1)(v) of Regulation S-K, the Company's auditors did identify the
following two "significant deficiencies" in connection with their audit of the
2004 and 2003 Financial Statements: (i) there was a lack of evidence indicating
that journal entries were reviewed and approved by appropriate finance
department personnel as part of the periodic closing process; and (ii) there
were not sufficient personnel in the accounting and finance department which,
the auditors noted, was due in part to the assumption of additional duties by
the Company's chief financial officer after the resignation of the Company's
chief executive officer. Grant Thornton determined that these significant
deficiencies, in the aggregate, did not constitute material weaknesses in the
system of internal controls. A significant deficiency is a control deficiency,
or combination of control deficiencies, that adversely affects the company's
ability to initiate, authorize, record, process, or report external financial
data reliably in accordance with generally accepted accounting principles such
that there is more than a remote likelihood that a misstatement of the company's
annual or interim financial statements that is more than inconsequential will
not be prevented or detected. The foregoing did not result in any disagreement
or difference of opinion between the Company's management or Board and Grant
Thornton.
The subject matter in the foregoing paragraph was discussed by Grant Thornton
with the Company's Board of Directors, serving as the audit committee, and Grant
Thornton is authorized to discuss these matters with its successor as the
Company's principal independent accountant and to respond fully to the inquiries
of such successor.
The Company believes that the issues raised above as (ii) during the 2003 audit
were resolved during 2004 by a combination of the reduction in company assets
and the redistribution of certain duties performed by the CEO and CFO to other
members of the management team. The Company believes that it has segregated
internal control functions to the fullest extent possible given its limited
personnel and believes that the costs incurred through the addition of more
personnel would outweigh any benefits the Company might yield.
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 2006 and 2005.
Principal Accountant Fees and Services
--------------------------------------------------------------------
2006 2005
Audit fees $ 138,160 $ 248,208
Audit-related fees -- --
Tax fees 18,925 33,269
All other fees -- --
----------------------------------
Total $ 157,085 $ 281,477
==================================
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, 2006 and 2005, 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
As of September 30, 2006, MacKenzie Patterson Fuller, LLC, of Moraga,
California, held a total of 1,233,809 shares. To the Company's knowledge, no
other person beneficially owns more than 5% of Company's outstanding common
stock.
Beneficial Ownership of Capital Stock by Directors and Management
As of January 1, 2007, the Company had 14,266,108 issued and outstanding shares.
The following table presents information regarding the beneficial ownership of
the Company's capital stock as of January 1, 2007 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 0.75%
Robert Puette 405,241 2.84%
Patricia Wolf 167,030 1.29%
Jeffrey Black 267,341 1.87%
Michael Rider 12,124 *
Eric Hanke 2,170 *
------- -------
Total 961,310 6.74%
* 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 executive officers and directors are known to
be 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 and
statements of changes in beneficial ownership are required within 48 hours of
any such change. To the Company's knowledge, no such Statements were required to
be filed during the year ended September 30, 2006, or through 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 -2007 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 annual meeting of
shareholders for the fiscal year ended September 30, 2007 must be received at
the Company's offices on or before October 30, 2007, 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
January 5, 2007
BellaVista Capital, Inc.
Revocable Proxy
For Annual Meeting of Shareholders on February 27, 2007
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 the Palo Alto Elks Lodge
4249 El Camino Real, Palo Alto, California, on February 27, 2007, at 10:00 a.m.,
Pacific Standard 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
nominee:
Robert Puette as a Class I director
FOR AGAINST ABSTAIN
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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: ___________, 2007
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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.)