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: _________
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.
15700 Winchester Boulevard
Los Gatos, CA 95030
(408) 354-8424
-------------------------------------
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, 2008, to be held on Wednesday, February 25, 2009, at
10:30 AM Pacific Standard Time, at the Jewish Community Center (JCC), 14855 Oka
Road, Los Gatos, California, for the following purposes:
1. The election of one Class III Director to serve until the Company's
Annual Meeting of Shareholders for the year ended September 30, 2011,
or until such directors' successors are 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 31, 2009 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
Los Gatos, California Patricia Wolf
February 6, 2009 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.
15700 Winchester Boulevard
Los Gatos, CA 95030
(408) 354-8424
Proxy Statement
Annual Meeting of Shareholders for the Year Ended September 30, 2008
To Be Held February 25, 2009
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 Wednesday, February 25, 2009, at 10:30 AM Pacific Standard Time, at the
Jewish Community Center (JCC), 14855 Oka Road, Los Gatos, California, and at any
adjournment or postponement thereof. Shareholders were notified of the meeting
on or about February 6, 2009, and this proxy statement and the accompanying
proxy are being provided to shareholders beginning on or about February 6, 2009.
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 III 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 31, 2009, the record date, are
entitled to notice of, and to vote at, the annual meeting. As of January 31,
2009, a total of 11,171,433 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 the director 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-KSB Annual Report for its fiscal year ended September 30, 2008, as
filed with the Securities Exchange Commission on January 23, 2009, 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-KSB Annual Report is not to be considered a part of
these proxy solicitation materials. An additional copy of the Form 10-KSB Annual
Report, including exhibits, as well as copies of the Company's Quarterly Reports
on Form 10-QSB for the quarters ended December 31, 2007, and March 31 and June
30, 2008, will be furnished without charge to beneficial shareholders or
shareholders of record upon request to BellaVista Capital, c/o Carmen Palenske,
15700 Winchester Boulevard, Los Gatos, CA 95030; or by calling Ms. Palenske at
(408) 354-8424.
ELECTION OF DIRECTORS
The Board of Directors is currently comprised of four 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 (one director), 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. Effective September 30, 2008, Michael Rider resigned as a member
of the Board of Directors, but the Board subsequently amended the Company's
Bylaws, as it is authorized to do, to reduce the composition of the Board from
five members to four members. Accordingly, no vacancy currently exists.
The Class III director's seat is scheduled for election at this year's annual
meeting. The incumbent Class III director, William Offenberg, has been nominated
to be elected as the Class III director. Robert Puette is the current Class I
director, and Patricia Wolf and Jeffrey Black are the current Class II
directors. William Offenberg is also the incumbent 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 Class III director,
William Offenberg, 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 director, the
proxy holder intends to vote all proxies received for William Offenberg and
against any other nominees. 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 currently serves as a director and
chairman of the Board.
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
- ---- ------------------------- ----------------------------
William Offenberg Chairman of the Board III (term expires at the
and Chief Executive Officer annual meeting of shareholders
for the fiscal year ended
September 30, 2011)
Set forth below is additional information regarding the foregoing nominee.
William Offenberg, age 56, 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. 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 in a variety of executive and board positions at
various Morgenthaler portfolio companies. 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.
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.
Name Position with the Company Class and Expiration of Term
- ---- ------------------------- ----------------------------
Jeffrey Black Director and Chief Financial II (term expires at the
Officer annual meeting of shareholders
for the fiscal year ended
September 30, 2010)
Patricia Wolf Director and Corporate II (term expires at the
Secretary annual meeting of shareholders
for the fiscal year ended
September 30, 2010)
Robert Puette Director I (term expires at the
annual meeting of shareholders
for the fiscal year ended
September 30, 2009)
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.
Two out of four of the current members of the Board, William Offenberg and
Jeffrey Black, act as executive officers of the Company and cannot be considered
independent directors while the other two 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 Mr.
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 $1 million, or 2% of such other company's consolidated gross
revenues.
During fiscal year ended September 30, 2008, there were four regular meetings of
the Board of Directors and 13 special meetings. Meetings are generally held at
the Company's offices and all Board members attend in person unless that
director cannot be present in person. In such cases, directors attend via a
telephone conference call.
Shareholders may communicate directly with any director. Any shareholder wishing
to communicate with a director may send a written communication addressed to the
director to the Company's Chief Executive Officer, William Offenberg, who will
transmit the communication to the addressed director.
Compensation of Directors
Directors William Offenberg and Jeffrey Black also serve as chief executive
officer and chief financial officer, respectively, of the Company. All directors
are entitled to receive reimbursement of reasonable out-of-pocket expenses
incurred in connection with meetings of the Board of Directors. Set forth below
is a table summarizing compensation paid to directors for service on the Board
during the most recent fiscal year ended September 30. 2008.
- --------------- ------------- ------------- ------------- -------------- --------------- --------------- -------------
Name Fees Stock Option Non-Equity Nonqualified All Other Total
Earned Awards Awards Incentive Deferred Compensation ($)
Or ($) ($) Plan Compensation ($)
Paid in Compensation Earnings
Cash ($) ($)
($)
- --------------- ------------- ------------- ------------- -------------- --------------- --------------- -------------
William $44,500 0 0 0 0 $84,725 $129,225
Offenberg
- --------------- ------------- ------------- ------------- -------------- --------------- --------------- -------------
Robert 38,000 0 0 0 0 0 38,000
Puette
- --------------- ------------- ------------- ------------- -------------- --------------- --------------- -------------
Patricia 38,000 0 0 0 0 0 38,000
Wolf
- --------------- ------------- ------------- ------------- -------------- --------------- --------------- -------------
Jeffrey 46,000 0 0 0 0 0 46,000
Black
- --------------- ------------- ------------- ------------- -------------- --------------- --------------- -------------
As Chairman of the Board, Mr. Offenberg received $30,000 while Messrs. Puette,
Black and Ms. Wolf received $25,000 each for their participation in the
Company's regular board meetings. All directors are also compensated $1,000 for
every special board meeting they attend.
On September 25, 2007, the Company entered into an agreement to compensate
William Offenberg on an hourly basis for his consulting services as Executive
Chairman of the Board. In addition, commencing October 1, 2008, the Board
authorized payment to each of Mr. Offenberg and Mr. Black of an additional fee
in the amount of $5,000 per annum as consideration for their services as chief
executive officer and chief financial officer of the Company, respectively,
including their review and certification of the Company's periodic reports and
disclosure controls and procedures. The additional compensation paid Mr.
Offenberg for his consulting services during the fiscal year ended September 30,
2008 is shown under the "All Other Compensation" column in the above table. Mr.
Offenberg invoices the Company and is paid for his consulting services for each
fiscal year ended September 30 following the end of the calendar year in which
the fiscal year end falls.
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 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 their positions as of the date of this Proxy
Statement are:
Name Position
---- --------
William Offenberg Chief Executive Officer
Jeffrey Black Treasurer, Chief Financial Officer
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
The following table summarizes compensation paid to executive officers of the
Company during the two most recent fiscal years:
- ---------------- ------ ------------ ---------- ---------- ---------- ---------- ---------- ----------- ----------
Name Year Salary Bonus Stock Option Non- Nonquali- All Total
and ($) ($) Awards Awards Equity fied Other ($)
Principal ($) ($) Incentive Deferred Compen-
Position Plan Compen- sation
Compen- sation ($)
sation Earnings
($) ($)
- ---------------- ------- ----------- ---------- ---------- ---------- ---------- ---------- ----------- ----------
Michael 2008 $250,000 $ 7,500 0 0 0 0 0 $257,500
Rider,
Chief Executive
Officer, ------- ---------- ----------- ---------- ---------- ---------- ---------- ----------- ----------
Director 2007 $250,000 $12,500 0 0 0 0 0 $262,500
- ---------------- ------- ---------- ----------- ---------- ---------- ---------- ---------- ----------- ----------
Eric 2008 $103,846 0 0 0 0 0 0 $103,846
Hanke,
Chief
Investment ------- ---------- ----------- ---------- ---------- ---------- ---------- ----------- ----------
Officer, 2007 $150,000 $20,500 0 0 0 0 0 $170,500
Secretary
- ---------------- ------- ---------- ----------- ---------- ---------- ---------- ---------- ----------- ----------
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. PMB has been the registrant's principal
accountant for its three most recent fiscal years and continues in that
capacity.
Representatives of PMB are not expected to attend the meeting.
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:
Year Ended September 30,
-------------------------------------
2008 2007
------------------ ------------------
Audit fees $ 103,587 $ 162,028
Audit-related fees -- --
Tax fees 49,810 24,170
All other fees -- --
------------------ ------------------
Total $ 153,397 $ 186,198
================== ==================
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
September 30, 2007 and 2006, 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
The following table presents information regarding the beneficial ownership of
the only known beneficial owners of in excess of 5% of our outstanding common
shares.
Number Percent
Title of Class Name and Address of Beneficial Owner of Shares of Class
-------------- -----------
Common Stock MacKenzie Patterson Fuller, LLC 1,390,046 12.44
1640 School Street
Moraga, California 94556
Jay Duncanson 658,735 5.90
c/o Menlo Advisors
800 Oak Grove Avenue
Menlo Park, CA 94025
-------------- -----------
Total 2,048,781 18.34
============== ===========
Beneficial Ownership of Capital Stock by Directors and Management
The following table presents information regarding the beneficial ownership of
our capital stock as of December 31, 2008 of: (1) each of our directors and
executive officers; and (2) all of our directors and executive officers as a
group. Unless otherwise indicated in the footnotes to the table, 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.
Number Percent
Title of Class Beneficial Owner of Shares of Class
------------------ -------------------
Common Stock Robert Puette 405,241 3.50
Jeffrey Black 250,852 2.16
Patricia Wolf 167,030 1.44
William Offenberg 107,404 *
------------------ -------------------
Total 930,527 8.03
================== ===================
* Less than one percent of our outstanding capital stock.
Section 16(a) Beneficial Ownership Reporting Compliance
Statements of beneficial ownership on SEC Form 3 respecting ownership of common
stock were required within 10 days of becoming an officer or director, or
beneficial owner of more than 10% of the outstanding common shares, and
statements of changes in beneficial ownership are required within 48 hours of
any such change. Based solely on a review of copies of the Forms 3, 4 and 5 and
amendments thereto furnished to the Company with respect to the fiscal year
ended 2008, or written representations that no such reports were required to be
filed with the Securities and Exchange Commission, the Company believes that
during the year ended September 30, 2008 and through the date of dissemination
of this Proxy Statement, all directors and officers of the Company and
beneficial owners of more than 10% of any class of equity securities of the
Company registered pursuant to Section 12 of the Exchange Act filed their
required Forms 3, 4, or 5, as required by Section 16(a) of the Securities
Exchange Act of 1934, as amended.
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 - 2009 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, 2009 must be received at
the Company's offices on or before November 8, 2009, 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
Los Gatos, California
February 6, 2009
BellaVista Capital, Inc.
Revocable Proxy
For Annual Meeting of Shareholders on February 25, 2009
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned appoints Patricia Wolf, corporate 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 Jewish Community Center (JCC), 14855 Oka Road, Los Gatos, California, on
Wednesday, February 25, 2009, at 10:30 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 DIRECTOR--The Board recommends a vote FOR election of the following
nominee:
William Offenberg as a Class III director
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: ___________, 2009
- ----------------------------------- -----------------------------------
Print Name Signature
- ----------------------------------- -----------------------------------
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.)