SCHEDULE 14A INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No.___)
Check the appropriate box:
| | Preliminary Proxy Statement
|_| Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
|x| Definitive Information Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a-12
DALE JARRETT RACING ADVENTURE, INC.
(Name of Registrant as Specified in its Charter)
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:
________________________________________________________
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
Rule 240.0-11 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.
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1. Amount Previously Paid:
____________________________________________
2. Form, Schedule or Registration Statement No.:
___________________________
3. Filing Party:
______________________________________________________
4. Date Filed:
________________________________________________________
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DALE JARRETT RACING ADVENTURE, INC.
PROXY FOR 2008 ANNUAL MEETING OF SHAREHOLDERS
September 25, 2008
The undersigned hereby constitutes and appoints Timothy B. Shannon and
Glenn Jarrett, and each of them acting alone, the undersigned's true
and lawful attorneys and proxies (with full power of substitution in
each) (the "Proxies"), to vote all of the shares of Dale Jarrett Racing
Adventure, Inc. owned by the undersigned on September 2, 2008, at the
2008 Annual Meeting of Shareholders of Dale Jarrett Racing Adventure,
Inc. to be held at the Nashville Superspeedway, Media Center, 4847-F
McCrary Road, Lebanon, Tennessee 37090 on October 25, 2008, at 12:00
a.m., local time (including adjournments), with all powers that the
undersigned would possess if personally present.
THE BOARD RECOMMENDS A VOTE FOR EACH PROPOSAL AND NOMINEE.
I. PROPOSAL TO AMEND AND RESTATE THE COMPANY'S ARTICLES OF
INCORPORATION.
___ FOR ___ AGAINST ___ ABSTAIN
II. ELECTION OF DIRECTORS.
A. If Proposal I is adopted, to elect three directors as
follows:
Kenneth J. Scott to serve as a Class I Director with his term
expiring at the 2009 Annual Meeting of Shareholders;
Glenn Jarrett to serve as a Class II Director with his term
expiring at the 2010 Annual Meeting of Shareholders; and
Timothy B. Shannon to serve as a Class III Director with his term
expiring at the 2011 Annual Meeting of Shareholders.
___ FOR (nominees listed above) ___ WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for an individual nominee,
write that nominee's name in the space provided above).
OR
B. If Proposal I is not approved, to elect Timothy B. Shannon,
Glenn Jarrett and Kenneth J. Scott to serve as directors until the next
annual meeting of shareholders.
___ FOR (nominees listed above) ___ WITHOUT AUTHORITY
(INSTRUCTION: To withhold authority to vote for an individual nominee,
write that nominee's name in the space provided above).
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Should any other matter requiring a vote of the shareholders arise, the
above-named Proxies, and each of them acting alone, are authorized to
vote the shares represented by this Proxy as their judgment indicates
is in the best interest of Dale Jarrett Racing Adventure, Inc.
This Proxy is solicited on behalf of the management of Dale Jarrett
Racing Adventure, Inc. This Proxy, when properly executed, will be
voted in the manner directed herein by the undersigned shareholder. If
no direction is made, this Proxy will be voted FOR the proposals
described above.
IMPORTANT: Please date this Proxy and sign exactly as your name or
names appear hereon. If shares are held jointly, both owners must
sign. Executors, administrators, trustees, guardians and others
signing in a representative capacity should give their full titles.
Signature of Shareholder
Signature of Joint Shareholder
Dated: ______________________, 2008
PLEASE RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
To Our Shareholders:
Whether or not you are able to attend our 2008 Annual Meeting of
Shareholders, it is important that your shares be represented,
regardless of the number of shares you own. Accordingly, please
complete and sign the Proxy provided above and mail it in the enclosed
postage paid envelope.
We look forward to receiving your voted Proxy at your earliest
convenience.
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DALE JARRETT RACING ADVENTURE, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 25, 2008
To the Shareholders of Dale Jarrett Racing Adventure, Inc.:
You are cordially invited to attend the 2008 Annual Meeting of
Shareholders of Dale Jarrett Racing Adventure, Inc. (the "Company"),
which will be held at the Nashville Superspeedway, Media Center, 4847-F
McCrary Road, Lebanon, Tennessee 37090, on October 25, 2008 at 12:00
a.m., local time, and any adjournments or postponements thereof for the
following purposes:
1. To adopt the Company's Articles of Amendment and Restatement in
the form attached as Exhibit A hereto (the "Amended and Restated
Articles");
2. If the Company's Amended and Restated Articles are adopted by
the shareholders, then to elect one Class I director to serve until the
Company's 2009 Annual Meeting of Shareholders, to elect one Class II
director to serve until the Company's 2010 Annual Meeting of
Shareholders, and to elect one Class III director to serve until the
Company's 2011 Annual Meeting of Shareholders; or, if the Company's
Amended and Restated Articles are not adopted by the shareholders, then
to elect three directors to serve until the Company's next Annual
Meeting of Shareholders; and
3. To consider and transact such other business as may properly
come before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on September 2,
2008 will be entitled to vote at the annual meeting. Information
relating to the matters to be considered and voted on at the annual
meeting is set forth in the proxy statement accompanying this notice.
Our annual report on Form 10-KSB for the year ended December 31, 2007
was previously sent to our shareholders. Please read the proxy
statement and vote your shares as soon as possible. To ensure your
representation at the annual meeting, please complete, date, sign, and
return the enclosed proxy, even if you plan to attend the annual
meeting. A proxy and a self-addressed stamped envelope are enclosed.
If you attend the annual meeting, you may withdraw your proxy and vote
in person.
The Board of Directors unanimously recommends a vote "for" the
approval of each of the proposals to be submitted at the meeting.
By Order of the Board of Directors,
September 25, 2008 Timothy B. Shannon, President
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DALE JARRETT RACING ADVENTURE, INC.
120A North Main Avenue
Newton, North Carolina 28658
(888) 467-2231
PROXY STATEMENT
FOR
2008 ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the
solicitation of the accompanying proxy on behalf of the Board of
Directors of Dale Jarrett Racing Adventures, Inc. (the "Company") for
use at the Company's 2008 Annual Meeting of Shareholders (the "Annual
Meeting") to be held on October 25, 2008 at 12:00 noon, local time, at
the Nashville Superspeedway, Media Center 4847-F McCrary Road, Lebanon,
Tennessee 37090, and any adjournments or postponements of the Annual
Meeting.
This Proxy Statement and the accompanying proxy form are first being
mailed to shareholders entitled to vote at the Annual Meeting on or
about September 25, 2008. Our annual report on Form 10-KSB for the
year ended December 31, 2007 was previously sent to our shareholders.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Why am I receiving these materials?
At the Annual Meeting, the shareholders will act upon the matters
described in the notice of meeting contained in this Proxy Statement,
including the adoption of the Amended and Restated Articles and the
election of directors. We sent you this proxy statement and the
enclosed proxy card because the Board of Directors of the Company is
soliciting your proxy to vote at the Annual Meeting. You are invited
to attend the Annual Meeting to vote on the proposals described in this
proxy statement. However, you do not need to attend the meeting to
vote your shares. Instead, you may simply complete, sign, and return
the enclosed proxy card.
Who is entitled to vote?
Only holders of shares of the Company's Common Stock outstanding as
of the close of business on September 2, 2008 (the "Record Date") will
be entitled to vote at the Annual Meeting. Each shareholder is entitled
to one vote for each share of Common Stock he or she held on the Record
Date.
Who can attend the Annual Meeting?
All shareholders, or individuals holding their duly appointed
proxies, may attend the Annual Meeting. Appointing a proxy in response
to this solicitation will not affect a shareholder's right to attend
the Annual Meeting and to vote in person. Please note that if you hold
your shares in "street name" (in other words, through a broker, bank,
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or other nominee), you will need to bring a copy of a brokerage
statement reflecting your stock ownership as of the Record Date to gain
admittance to the Annual Meeting.
What constitutes a quorum?
A majority of the 24,995,502 shares of Common Stock outstanding on
the Record Date must be represented, in person or by proxy, to provide
a quorum at the Annual Meeting. If you vote, your shares will be part
of the quorum. Shares represented by a proxy card either marked
"ABSTAIN" or returned without voting instructions are counted as
present for the purpose of determining whether the quorum requirement
is satisfied. Also, in those instances where shares are held by
brokers who have returned a proxy but are prohibited from exercising
discretionary authority for beneficial owners who have not given voting
instructions ("broker non-votes"), those shares will be counted as
present for quorum purposes. However, broker non-votes will not be
counted as votes for or against any proposal.
What is the effect of not voting?
It will depend on how your share ownership is registered. If you
own shares as a registered holder and do not vote, your unvoted shares
will not be represented at the meeting and will not count toward the
quorum requirement. If a quorum is obtained, your unvoted shares will
not affect whether a proposal is approved or rejected.
If you own shares in street name and do not vote, your broker may
represent your shares at the meeting for purposes of obtaining a
quorum. In the absence of your voting instructions, your broker may or
may not vote your shares in its discretion depending on the proposals
before the meeting. Your broker may vote your shares in its discretion
on routine matters. With regard to non-routine matters, broker non-
votes will be counted towards a quorum, but will not be counted for any
purpose in determining whether these matters have been approved.
Abstentions will be counted toward the tabulation of votes and will
have the same effect as negative notes. Once a share is represented at
the Annual Meeting, it will be deemed present for quorum purposes
throughout the Annual Meeting (including any adjournment or
postponement of that meeting unless a new record date is or must be set
for such adjournment or postponement).
How can I vote?
You can vote in one of two ways. You can vote by mail or you can
vote in person at the meeting.
You may vote by mail. You may vote by completing and signing the
proxy card that accompanies this proxy statement and promptly mailing
it in the enclosed postage-prepaid envelope. You do not need to put a
stamp on the enclosed envelope if you mail it in the United States.
The shares you own will be voted according to the instructions on the
proxy card you mail. If you return the proxy card, but do not give any
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instructions on a particular matter described in this proxy statement,
then the shares you own will be voted in accordance with the
recommendations of the Board of Directors.
You may vote in person. If you attend the Annual Meeting, then you
may vote by delivering your completed proxy card in person or you may
vote by completing a ballot. Ballots will be available at the meeting.
Can I change my vote after I return my proxy card?
Yes. Even after you have submitted your proxy, you can change your
vote at any time before the proxy is exercised by appointing a new
proxy bearing a later date, by providing written notice to the
Secretary of the Company that you are revoking your proxy, or by voting
in person at the Annual Meeting. Presence at the Annual Meeting of a
shareholder who has appointed a proxy does not in itself revoke a
proxy. Unless so revoked, the shares represented by proxies received
by the proxy holders will be voted at the Annual Meeting. When a
shareholder specifies a choice by means of the proxy, then the shares
will be voted in accordance with such specifications. A written notice
to the Company's Secretary revoking your proxy must be sent to Dale
Jarrett Racing Adventure, Inc., 120A North Main Avenue, Newton, North
Carolina 29658, Attention: Secretary.
What am I voting on?
You are voting on two proposals:
1. The adoption of the Amended and Restated Articles; and
2. The election of directors.
What are the Board's recommendations?
The Board recommends a vote:
1. For the adoption of the Amended and Restated Articles; and
2. For the election of the current directors of the Company.
If you sign and return your proxy card, unless you give other
instructions on your proxy card, the persons named as proxy holders on
the proxy card will vote your shares in accordance with the
recommendations of the Board.
How are votes counted?
Votes will be counted by the inspector of election appointed for the
meeting, who will separately count "For" and "Withhold" votes, and with
respect to proposals other than the election of directors, "Against"
votes, abstentions, and broker non-votes. Abstentions will be counted
towards the vote total for each proposal and will have the same effect
as "Against" votes. Broker non-votes have no effect and will not be
counted towards the vote total for any proposal.
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If your shares are held by your broker as your nominee (that is, in
"street name"), you will need to obtain a proxy form from the
institution that holds your shares and follow the instructions included
on that form regarding how to instruct your broker to vote your shares.
If you do not give the broker or nominee specific instructions, your
broker or nominee can vote your shares with respect to "discretionary"
items, but not with respect to "non-discretionary" items.
Discretionary items are proposals considered routine under the rules of
the New York Stock Exchange on which your broker may vote shares held
in street name in the absence of your voting instructions. On non-
discretionary items for which you do not give your broker instructions,
the shares will be treated as broker non-votes. Shares represented by
such "broker non-votes" will, however, be counted in determining
whether there is a quorum.
What vote is required to approve the proposals?
If a quorum is present at the Annual Meeting, then the adoption of
the Amended and Restated Articles requires the affirmative vote of a
majority of the shares present in person or by proxy at the Annual
Meeting.
If the Amended and Restated Articles are adopted by the
shareholders, then the nominee to be a Class I director receiving the
greatest number of votes will be elected as a Class I director with his
term expiring at the 2009 Annual Meeting, the nominee to be a Class II
director receiving the greatest number of votes will be elected as a
Class II director with his term expiring at the 2010 Annual Meeting,
and the nominee to be a Class III director receiving the greatest
number of votes will be elected as a Class III director with his term
expiring in at the 2011 Annual Meeting.
If the Amended and Restated Articles are not adopted by the
shareholders, then the three nominees for director receiving the
greatest number of votes will be elected with their terms expiring at
the next Annual Meeting of the Shareholders.
Are there any other items that are to be discussed during the Annual
Meeting?
No. The Company is not aware of any other matters that you will be
asked to vote on at the Annual Meeting. If other matters are properly
brought before the Annual Meeting, the Board or proxy holders will use
their discretion on these matters as they may arise.
Who pays to prepare, mail, and solicit the proxies?
Proxies may be solicited by personal meeting, Internet,
advertisement, telephone, and facsimile machine, as well as by use of
the mails. Solicitations may be made by directors, officers and other
employees of the Company, none of whom will receive additional
compensation for such solicitations. The cost of soliciting proxies
will be borne by the Company. It is anticipated that banks, brokerage
houses, and other custodians, nominees, or fiduciaries will be
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requested to forward solicitation materials to their principals and to
obtain authorization for the execution of proxies and that they will be
reimbursed by the Company for their out-of-pocket expenses incurred in
providing those services. All expenses of solicitation of proxies will
be borne by the Company.
Delivery of Proxy Materials to Households
Pursuant to SEC rules, services that deliver the Company's
communications to shareholders that hold their stock through a bank,
broker, or other holder of record may deliver to multiple shareholders
sharing the same address a single copy of the Company's annual report
to shareholders and this proxy statement. Upon written or oral
request, the Company will promptly deliver a separate copy of the
annual report to shareholders and this proxy statement to any
shareholder at a shared address to which a single copy of each document
was delivered. Shareholders may notify the Company of their requests
by calling the Company at (888) 467-2231 or by sending a written
request addressed to Dale Jarrett Racing Adventure, Inc., 120A North
Main Avenue, Newton, North Carolina 29658, Attention: Secretary.
PROPOSALS TO THE SHAREHOLDERS
PROPOSAL I. ADOPTION OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
Introduction
The Board of Directors has approved and recommends that the
shareholders approve the Amended and Restated Articles which consists
of a proposal to adopt amended and restated articles of incorporation
for the Company in the form attached to this proxy statement as Exhibit
A (the "Amended and Restated Articles"). The description set forth
below of the Amended and Restated Articles is qualified in its entirety
by reference to the text of Exhibit A which is incorporated herein by
this reference. As is discussed below, the Amended and Restated
Articles would, among other things, amend the existing Articles of
Incorporation (the "Existing Articles") by: (i) increasing the number
of authorized shares of Common Stock to 200,000,000 shares and
authorizing 5,000,000 shares of a new class of Preferred Stock; (ii)
classifying the Board of Directors into three classes, with each class
elected for a staggered three-year term and (iii) requiring that any
shareholder action to elect or to remove directors be effected at a
duly called annual or special meeting of the shareholders.
The Amended and Restated Articles are being presented to the
shareholders for their adoption as a single proposal. As more fully
described below, the Board of Directors believes that the Amended and
Restated Articles would, if adopted, (i) enable the Company to pursue
acquisitions and enter into transactions which management believes
would provide the potential for growth and profit and (ii) discourage
attempts by others to acquire control of the Company without
negotiation with the Board. Shareholders are urged to read and
consider carefully the Amended and Restated Articles.
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Purposes and Effects of the Amended and Restated Articles
Acquisition Strategy. Management believes that the Amended and
Restated Articles will provide several long-term advantages to the
Company and its shareholders. The adoption of the Amended and Restated
Articles will enable the Company to pursue acquisitions or enter into
transactions which management believes provide the potential for growth
and profit. With additional authorized shares of Common Stock and a
new class of Preferred Stock, the Company will be able to evaluate or
seek to consummate business combinations or other transactions which,
if they could be accomplished, might enhance stockholder value.
Additional authorized shares could be used to raise cash assets through
sales of stock to public and private investors. If additional
authorized shares are available, transactions dependent upon the
issuance of additional shares would be less likely to be undermined by
delays and uncertainties occasioned by the need to obtain shareholder
authorization prior to consummation of such transactions. The ability
to issue shares, as deemed in the Company's best interest by the Board,
will also permit the Company to avoid the expenses which are incurred
in holding special shareholders' meetings.
Anti-Takeover Measures. Another purpose of the Amended and Restated
Articles is to discourage certain types of transactions that involve an
actual or threatened unwelcome or unsolicited change in control of the
Company. More specifically, the proposed amendments relating to
increasing the authorized Common Stock, authorizing a class of
preferred stock and classifying the board into three classes may be
deemed to be anti-takeover measures.
The Amended and Restated Articles is intended to encourage persons
seeking to acquire control of the Company to initiate such efforts
through negotiations with the Company's Board of Directors. The Board
of Directors believes that the Amended and Restated Articles will help
give the Board the time necessary to evaluate unsolicited offers, as
well as appropriate alternatives, in a manner which assures fair
treatment of the Company's shareholders. The Amended and Restated
Articles is also intended to increase the bargaining leverage of the
Board of Directors, on behalf of the Company's shareholders, in any
negotiations concerning a potential change in control of the Company.
The Amended and Restated Articles will, however, make more difficult or
discourage a proxy contest or the assumption of control by a
substantial shareholder and thus could increase the likelihood that
incumbent directors will retain their positions. The Amended and
Restated Articles, if adopted, could also have the effect of
discouraging a third party from making a tender offer or otherwise
attempting to obtain control of the Company even though such attempt
might be beneficial to the Company's shareholders.
The provisions of the Amended and Restated Articles are permitted
under Florida law. The proposal of the Amended and Restated Articles
is not the result of management's knowledge of any specific effort to
accumulate the Company's securities or to obtain control of the Company
by means of a merger, tender offer, proxy solicitation in opposition
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to management or otherwise. Except for the Amended and Restated
Articles, the Board does not have a present intention of proposing
other anti-takeover measures in any future proxy solicitation.
Existing Anti-Takeover Measures in the Company's Existing Articles and
Florida Law
The Company's Existing Articles contain provisions which like the
Amended and Restated Articles may be deemed to have an anti-takeover
effect. The Existing Articles do not authorize cumulative voting.
Under Florida law, if cumulative voting is to exist, it must be
authorized in a company's articles of incorporation. The Existing
Articles authorize the issuance of 100,000,000 shares of Common Stock,
not all of which have been issued or reserved. As of September 2,
2008, 24,995,502 shares of the Company's Common Stock were issued and
outstanding and 3,500,000 shares were reserved for the issuance of
outstanding options. Consequently, the Company has 71,504,498 shares
of Common Stock available for issuance. The authorized and available
Common Stock could be issued by the Company and used to discourage a
change in control of the Company. For example, the Company could
privately place shares with purchasers who might side with the Board of
Directors in opposing a hostile takeover bid.
We are subject to several anti-takeover provisions under Florida law
that apply to public corporations organized under Florida law, unless
the corporation has elected to opt out of those provisions in its
articles of incorporation or bylaws. We have not elected to opt out of
those provisions. The Florida Business Corporation Act (the "FBCA")
prohibits the voting of shares in a publicly-held Florida corporation
that are acquired in a "control share acquisition" unless the holders
of a majority of the corporation's voting shares (exclusive of shares
held by officers of the corporation, inside directors, or the acquiring
party) approve the granting of voting rights as to the shares acquired
in the control share acquisition. A "control share acquisition" is
defined in the FBCA as an acquisition that immediately thereafter
entitles the acquiring party to vote in the election of directors
within each of the following ranges of voting power: one-fifth or more
but less than one-third of such voting power, one-third or more but
less than a majority of such voting power, and more than a majority of
such voting power. However, an acquisition of a publicly-held Florida
corporation's shares is not deemed to be a control-share acquisition if
it is either (i) approved by such corporation's board of directors, or
(ii) made pursuant to a merger agreement to which such Florida
corporation is a party.
The FBCA also contains an "affiliated transaction" provision that
prohibits a publicly-held Florida corporation from engaging in a broad
range of business combinations or other extraordinary corporate
transactions with any person who, together with affiliates and
associates, beneficially owns more than 10% of the corporation's
outstanding voting shares, otherwise referred to as an "interested
stockholder," unless:
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- the transaction is approved by a majority of disinterested
directors before the person becomes an interested stockholder,
- the interested stockholder has owned at least 80% of the
corporation's outstanding voting shares for at least five years, or
- the transaction is approved by the holders of two-thirds of the
corporation's voting shares other than those owned by the interested
stockholder.
Advantages and Disadvantages of the Amended and Restated Articles
Generally
While the Board believes that the Amended and Restated Articles is
in the best interests of the Company and its shareholders, it does
present scenarios which might be considered disadvantageous to the
Company and/or its shareholders. To the extent that any third party is
deterred by the proposed amendments, such amendments may have the
effect of preserving the incumbent management in office. The Amended
and Restated Articles may also serve to benefit incumbent management by
making it more difficult to remove management, even when the only
reason for the proposed change of control of the shareholder action may
be the unsatisfactory performance of the present directors.
Takeovers or changes in the board of directors of a company that are
proposed and effected without prior consultation and negotiation with
the company are not necessarily detrimental to the company and it
shareholders. However, the Board of Directors feels that the benefits
of seeking to protect the ability of the Company to negotiate
effectively through directors who have previously been elected by the
shareholders and who are familiar with the Company outweigh any
disadvantage of discouraging such unsolicited proxies.
Increasing the Authorized Common Stock and Authorizing a New Class of
Preferred Stock
The Existing Articles authorize the issuance of up to 100,000,000
shares of Common Stock. The Amended and Restated Articles would (i)
increase the number of authorized shares of Common Stock to 200,000,000
and (ii) authorize the issuance of up to 5,000,000 shares of a new
class of Preferred Stock.
The Board of Directors believes that the authorization of the
increase in the authorized number of shares of Common Stock and the
creation of a new class of Preferred Stock are in the best interests of
the Company and its shareholders. The Board of Directors believes that
it is desirable to have additional authorized shares of Common Stock
and Preferred Stock available for possible future financings,
acquisition transactions and other general corporate purposes. Having
such additional authorized shares of Common Stock and Preferred Stock
available for issuance in the future will give the Company greater
flexibility and may allow such shares to be issued without the expense
and delay of a special shareholders meeting. Although such issuances
of additional shares in respect of future acquisitions and financings
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would dilute existing shareholders, management believes it can attract
and execute such transactions that would increase the value of the
Company to its shareholders. Management has no present intention of
causing the Company to issue any shares of Preferred Stock or Common
Stock or to enter into any merger or acquisition transaction or other
business combination.
Pursuant to the Amended and Restated Articles, the Preferred Stock
would be issuable in such series and bear such voting, dividend,
conversion, liquidation and other rights and preferences as the Board
of Directors may determine prior to issuance, if any.
The Board of Directors is required by Florida law to make any
determination to issue shares of Common Stock or Preferred Stock based
on its judgment as to the best interests of the shareholders and the
Company. Although the Board of Directors has no present intention of
doing so, it could issue shares of Common Stock or Preferred Stock
(within the limit imposed by applicable law) that could, depending on
the terms of such series, make more difficult or discourage an attempt
to obtain control of the Company by means of an acquisition, tender
offer, proxy contest or other hostile means. When, in the judgment of
the Board of Directors, such action would be in the best interest of
the shareholders and the Company, such shares could be used to create
voting or other impediments or to discourage persons seeking to gain
control of the Company. Such shares could be privately placed with
purchasers favorable to the Board of Directors in opposing such action.
In addition, the Board of Directors could authorize holders of Common
or Preferred Stock to vote as separate classes on any merger, sale or
exchange of assets by the Company or any other extraordinary corporate
transaction. The existence of the additional authorized shares could
have the effect of discouraging unsolicited takeover attempts. The
issuance of new shares also could be used to dilute the stock ownership
of a person or entity seeking to obtain unsolicited or unwelcome
control of the Company should the Board of Directors consider the
action of such entity or person not to be in the best interests of the
shareholders and the Company.
The authorization of additional shares of Common Stock of the
Company will not by itself have an effect on the rights of the holders
of existing Common Stock. However, any issuance of additional shares
of Common Stock could affect the existing holders of shares of Common
Stock by diluting the per share earnings and voting power of the Common
Stock. The issuance of Preferred Stock could also affect the rights of
holders of the Common Stock. Dividends on Preferred Stock may be
required to be paid prior to any dividends on Common Stock. Preferred
stockholders may be given priority in the event of a liquidation,
dissolution or winding up of the Company. Preferred Stock may also be
convertible into shares of Common Stock at a conversion rate set by the
Board of Directors. Such conversion could have a dilutive effect on
the holders of Common Stock.
While the Company may consider effecting an equity offering of
Common or Preferred Stock in the proximate future for purposes of
raising additional working capital or otherwise, the Company, as of
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this date, has no agreements or understandings with any third party to
effect any such offering, to purchase any shares offered in connection
therewith, or to vote any such shares, and no assurances are given that
any offering can or will, in fact, be effected. Therefore, whether
such shares of Common Stock or Preferred Stock will be issued and the
terms of any Preferred Stock cannot be stated or estimated at this
time. The Board of Directors does not anticipate that the approval of
the shareholders of the Company will be solicited for any future
issuances of any of the additional authorized shares, unless such
solicitation is otherwise required by law.
Classified Board of Directors
Pursuant to Florida law, unless otherwise provided in the articles
of incorporation, directors are elected for one year terms at the
annual meeting of shareholders. The Amended and Restated Articles
would provide for the Board to be divided into three classes of
directors serving staggered three-year terms. As a result,
approximately one-third of the Board will be elected each year.
Initially, members of all three classes of directors will be elected at
the Annual Meeting, as is described in "PROPOSAL II. ELECTION OF
DIRECTORS," below. The director elected to a Class I position will
serve until the 2009 Annual Meeting of Shareholders, the director
elected to a Class II position will serve until the 2010 Annual Meeting
of Shareholders, and the directors elected to a Class III position will
serve until the 2011 Annual Meeting of Shareholders. After this
transitional arrangement, the Directors will serve for three years,
with one class being elected each year.
At the Annual Meeting, it is proposed that Kenneth J. Scott be
elected to serve as a Class I Director, Glenn Jarrett be elected to
serve as a Class II Director, and Timothy B. Shannon be elected to
serve as a Class III Director. When the Board adds additional
directors, such directors will be added in a manner such that
ultimately each class of directors will have an equal number of members
or as near thereto as possible.
Commencing with the re-election of directors to Class I positions at
the 2009 Annual Meeting of Shareholders, directors elected at an annual
meeting will be elected to a three year term. The Amended and Restated
Articles give the Board a greater likelihood of continuity and
experience since at any one time approximately one-third of the Board
will be in its first year of service and approximately two-thirds will
be in its second or third year of service. Members elected within the
most recent year will comprise approximately one-third of the
membership of the Board. Although the Board is not aware of any
problems experienced by the Company in the past with respect to
continuity and stability of leadership and policy, the Board believes
that a classified Board will decrease the likelihood of problems of
continuity and stability arising in the future.
A classified Board with staggered three-year terms will also make
the Company less attractive to tender offers and proxy contests since,
if the Board were comprised of three members as it is at present, a
16
majority shareholder will, under the Amended and Restated Articles,
probably need at least two annual meetings to obtain control of the
Board, as opposed to one meeting. The Board believes that this
provision of the Amended and Restated Articles will lead a well
financed bidder into direct negotiation with the Board and therefore
discourages potential hostile takeovers of the Company.
Meeting Required to Elect or to Remove Directors
Under Florida law, unless prohibited by a corporation's articles of
incorporation, directors may be elected or removed by the shareholders
by written consent, without notice, and without the necessity of
holding a meeting. The Existing Articles do not prohibit the election
or removal of directors by the written consent of the shareholders.
The Amended and Restated Articles would prohibit the use of written
consents in the election or removal of directors, and require that
directors be elected or removed by the shareholders only at a duly
called annual or special meeting of the shareholders.
This provision increases the likelihood that the Company and all of
its shareholders are given an opportunity to carefully consider and
respond to shareholder initiatives to elect or remove directors.
However, this provision could have the effect of deterring persons from
initiating hostile takeover attempts against the Company. If a bidder
is not permitted to utilize written consents to further a hostile
takeover attempt, then the bidder loses an element of surprise. As a
result, the Board of Directors has more of an opportunity to devise and
employ methods to fend off such an attack, should it determine that the
bid is inadequate or otherwise not in the best interests of the Company
and its shareholders.
The Board of Directors believes that this provision should, on
balance, increase the likelihood that all of the Company's shareholders
will be treated equally and fairly when shareholder action is taken,
and should enhance the ability of the Company and its shareholders to
carefully consider proposals to elect or to remove directors.
Other Changes to Existing Articles
In addition to eliminating or modifying the provisions outlined
above, the Amended and Restated Articles would make other changes to
the Existing Articles by consolidating the Existing Articles and all
amendments into a single document and eliminating from that document
obsolete and unnecessary provisions. These additional changes are
summarized briefly as follows:
(a) Eliminating historical information as the Company's street
address;
(b) Eliminating historical information as to the Company's initial
director and initial registered agent and his address;
(c) Eliminating historical information as to the Company's
incorporator and his address;
17
(d) Eliminating historical information as to the Company's purpose;
(e) Permitting the Board of Directors to effect reverse splits of
the Company's capital stock without proportionately decreasing the
number of authorized shares of capital stock of the Company; and
(f) Reordering, renumbering and captioning Articles for purposes of
clarity and enhanced readability.
Proposed Amended and Restated Bylaws
If the Amended and Restated Articles are approved by the
shareholders, then the Board plans to adopt Amended and Restated Bylaws
in the form attached as Exhibit B hereto (the "Proposed Bylaws"). Many
of the provisions contained in the Proposed Bylaws are similar to
provisions contained in the Company's existing Bylaws. Certain
provisions contained in the Proposed Bylaws have been modified to
conform to the changes which may be effected if the Amended and
Restated Articles are adopted by the shareholders. For example,
Section 3.03 of the Proposed Bylaws is a new provision which was
required to make the Proposed Bylaws consistent with Article III of the
Amended and Restated Articles.
Certain provisions in the Proposed By-Laws may have an anti-takeover
effect. These provisions include advance notice requirements for
shareholder nominations to the Board of Directors and shareholder
proposals. These provisions are set forth in Section 3.02 and Section
2.13, respectively, of the Proposed Bylaws.
The notice provisions contained in Section 3.02 of the Proposed By-
Laws would require that a shareholder proposing to nominate one or more
persons for election as directors at a shareholder's meeting (whether
an annual or special meeting) provide the Company with advance written
notice of at least 120 days prior to the scheduled shareholders
meeting. The written notice must contain certain information regarding
the shareholder, including the shareholder's name and address, the name
of any person to be nominated by the shareholder as a director, any
arrangements between the shareholder and each such nominee and any
other information regarding such nominees that would be required in a
proxy statement filed under the proxy rules of the Securities and
Exchange Commission.
The notice provisions contained in Section 2.13 of the Proposed By-
Laws would require that a shareholder proposing shareholder action at a
shareholder's meeting (whether an annual or special meeting) provide
the Company with advance written notice of at least 120 days prior to
the scheduled shareholders meeting. The written notice must contain
certain information regarding the shareholder, including the
shareholder's name and address and any other information regarding each
matter of business proposed by the shareholder that would be required
in a proxy statement filed under the proxy rules of the Securities and
Exchange Commission.
18
The notice provisions increase the likelihood that the Company and
all of its shareholders are given an opportunity to carefully consider
and respond to important shareholder nominations and proposals.
However, such provisions also prevent shareholders from making such
proposals at the Annual Meeting without giving prior notice to the
Company and may have the effect of precluding or discouraging an
attempt to make a nomination or proposal due to a failure to comply, or
a perceived difficulty in complying, with the specified procedures.
Additionally, such notice provisions could have the effect of deterring
persons from initiating hostile takeover attempts against the Company.
If a bidder is required to provide advance notice of shareholder
measures intended to further a hostile takeover attempt, then the
bidder loses an element of surprise. As a result, the Board of
Directors has more of an opportunity to devise and employ methods to
fend off such an attack, should it determine that the bid is inadequate
or otherwise not in the best interests of the Company and its
shareholders.
Taking all these factors into consideration, however, the Board of
Directors believes that these measures should increase the likelihood
that all of the Company's shareholders will be treated equally and
fairly when shareholder action is taken, and should enhance the ability
of the Company and its shareholders to carefully consider shareholder
nominations and proposals.
Recommendation
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE
AMENDED AND RESTATED ARTICLES.
PROPOSAL II. ELECTION OF DIRECTORS
The Board of Directors recommends the following nominees for
election as directors and recommends that each shareholder vote "FOR"
the nominees. Executed proxies in the accompanying form will be voted
at the annual meeting in favor of the election as directors of the
nominees named below, unless authority to do so is withheld.
If the Amended and Restated Articles are adopted, our Board of
Directors will be divided into three classes (designated "Class I,"
"Class II," and "Class III"), with the number of directors in each
class being as nearly equal in number as possible. The Amended and
Restated Articles provide that, after the initial classification, the
directors in each respective class will serve three-year terms expiring
at the third annual meeting of shareholders after their elections or
until their respective successors have been duly elected and qualified.
The initial term of the Class I directors will expire at the 2009
Annual Meeting; the initial term of the Class II directors will expire
at the 2010 Annual Meeting; and the initial term of the Class III
directors will expire at the 2011 Annual Meeting.
Our Board of Directors has nominated Kenneth J. Scott to stand for
election as a Class I director with his term to expire at the 2009
Annual Meeting, Glenn Jarrett to stand for election as a Class II
19
director with his term to expire at the 2010 Annual Meeting and Timothy
B. Shannon to stand for election with his term to expire at the 2011
Annual Meeting. If the Amended and Restated Articles are not adopted,
then each of the nominees will be elected to serve as a director until
the next Annual Meeting of Shareholders.
The persons nominated for election have agreed to serve if elected,
and the Board of Directors has no reason to believe that any of these
nominees will be unavailable or will decline to serve. In the event,
however, that any of the nominees are unable or decline to serve as a
director at the time of the Annual Meeting, the persons designated as
proxies will vote for any nominee who is designated by our current
Board of Directors to fill the vacancy.
All of the nominees for director named above are currently directors
of the Company and are proposed to be elected at the Annual Meeting to
serve for the terms described above. Directors are elected by a
plurality of the votes cast (assuming a quorum is present at the Annual
Meeting), meaning that the nominees receiving the highest number of
affirmative votes of the votes represented at the Annual Meeting will
be elected as directors. Proxies solicited by the Board will be voted
"FOR" the nominees named above unless a shareholder specifies
otherwise.
The following is biographical information and the age (as of the
Record Date) for each person nominated to continue to serve as a
director of the Company:
NOMINEES FOR DIRECTORS
Class I Director (term to expire at the 2009 annual meeting of
shareholders)
Kenneth J. Scott, age 51, has been a director of the Company since
January 2007. Since 1985, he has been the President of Kenneth J.
Scott, P.A., an accounting firm that provides financial, tax and
advisory services to a wide range of businesses and not-for-profit
organizations throughout the state of Florida. Mr. Scott has been a
certified public accountant in the state of Florida since 1979. He
graduated from Rollins College with a Bachelor of Arts degree in
Business Administration in 1978.
Class II Director (term to expire at the 2010 annual meeting of
shareholders)
Glenn Jarrett, age 56, has been a Director of the Company since its
inception in 1998. Mr. Jarrett works as an auto racing announcer and
consultant. Mr. Jarrett has been a senior motorsports announcer for
TNN since 1991. He is a motorsports announcer (Pits) at contracted
events and is the co-producer and co-host of the "World of Racing"
radio program on MRN radio which airs weekdays. Mr. Jarrett has an
extensive background in auto racing. He drove in the NASCAR Busch
Series from 1982 to 1988 and ran a total of eighteen NASCAR Winston Cup
Races from 1977 to 1983. Mr. Jarrett is the acting consultant and
20
marketing coordinator for DAJ Racing, Inc. and has been a guest speaker
at many auto racing and related functions. Mr. Jarrett graduated from
the University of North Carolina in 1972 with a Bachelor of Science
degree in Business Administration.
Class III Director (term to expire at the 2011 annual meeting of
shareholders)
Timothy B. Shannon, age 47, has been President, Director and Chief
Executive Officer of the Company since its inception in 1998. Mr.
Shannon became Chief Financial Officer in June 2005. Mr. Shannon
spent six years as a systems engineer and marketing representative with
IBM after graduating in 1983 from the University of South Florida's
Engineering College with a degree in Computer Science. From 1990 until
1994 Mr. Shannon was an investment advisor with Great Western
Securities and Hearn Financial Services in Orlando, Florida. From 1995
to 1998, he was a director and officer of Shannon/Rosenbloom Marketing.
Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
ELECTION OF THE THREE NOMINEES LISTED ABOVE.
DIRECTORS AND EXECUTIVE OFFICERS
Board Meetings
During 2007, the Board of Directors of the Company held six
telephonic meetings. Each director attended at least 75% of the
aggregate number of meetings of the Board held during 2007.
It is the Company's current policy to strongly encourage directors
to attend the Annual Meeting of Shareholders, but they are not required
to attend.
Our Board of Directors presently has three members, and biographical
information regarding these directors (all of whom are director
nominees) is set forth above under the caption "PROPOSAL II. ELECTION
OF DIRECTORS."
Lack of Independence of Directors
At present, the only member of our Board of Directors who may be
deemed to be "independent" is Mr. Jarrett. In making that
determination, our Board utilized the definition of independence used
by The National Association of Securities Dealer, Inc. Automated
Quotation ("NASDAQ") system, even though such definition does not
currently apply to us because our shares of Common Stock are not listed
on NASDAQ.
21
No Committees
Our Board of Directors does not, at present, have an audit,
compensation or nominating committee, or any committee or committees
performing similar functions. All of these functions are, at present,
performed by the Board of Directors as a whole. The Board of Directors
believes that, given its small size, the use of committees would hinder
the Board's efficiency and ability to respond quickly to the Company's
needs and circumstances.
Code of Ethics
The Company adopted a written code of ethics that applies to the
Company's principal executive officer, principal financial officer,
principal accounting officer and controller and any persons performing
similar functions. A copy of our code of ethics is attached as Exhibit
14.0 to our Current Report on Form 8-K filed on August 12, 2008. The
Company will provide a copy of its code of ethics to any person without
charge upon written request addressed to: Dale Jarrett Racing
Adventure, Inc., 120A North Main Avenue, Newton, North Carolina 29658,
Attention: Secretary.
Communications with the Board of Directors
Shareholders may communicate with the full Board of Directors or
individual directors by submitting such communications in writing to
Dale Jarrett Racing Adventure, Inc., Attention: Board of Directors (or
the individual director(s)), 120A North Main Avenue, Newton, North
Carolina 29658. Such communications will be delivered directly to the
directors.
Executive Officers
Set forth below is a table identifying our executive officer:
NAME POSITION
Timothy B. Shannon President, Chief Executive Officer and
Chief Financial Officer
Biographical information for the executive officer set forth above
is available under the caption "PROPOSAL II. ELECTION OF DIRECTORS."
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, as
amended, an officer, director, or greater-than-10% shareholder of the
Company must file a Form 4 reporting the acquisition or disposition of
Company's equity securities with the Securities and Exchange Commission
no later than the end of the second business day after the day the
transaction occurred unless certain exceptions apply. Transactions not
reported on Form 4 must be reported on Form 5 within 45 days after the
end of the Company's fiscal year. Such persons must also file initial
reports of ownership on Form 3 upon becoming an officer, director, or
22
greater-than-10% shareholder. To the Company's knowledge, based solely
on a review of the copies of these reports furnished to it, the
officers, directors, and greater than 10% beneficial owners complied
with all applicable Section 16(a) filing requirements during 2007,
except that Kenneth J. Scott and Timothy B. Shannon failed to file the
requisite Form 4 reports during 2007. In August 2008, Timothy B.
Shannon filed a Form 5 report and, in September 2008, Kenneth J. Scott
filed a Form 5 report.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following information relates to those persons who are the
beneficial owners of five percent or more of our outstanding shares of
Common Stock:
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- -------------------- -------------------- --------
Timothy B. Shannon 3,583,333 (1) 13.27 (2)
c/o Dale Jarrett Racing
Adventure, Inc.
120A North Main Avenue
Newton, NC 29658
Glenn Jarrett 2,000,000 (3) 7.69 (4)
c/o Dale Jarrett Racing
Adventure, Inc.
120A North Main Avenue
Newton, NC 29658
Ned Jarrett 1,916,000 7.67 (5)
3182 Ninth Tee Drive
Newton, NC 28658
Dale Jarrett 1,500,000 6.00 (5)
3182 Ninth Tee Drive
Newton, NC 28658
Brett Favre 1,500,000 6.00 (5)
132 Westover Drive
Hattiesburg, MS 39402
Ian J. Cassel 1,680,250 6.72 (5)
952 Disston View Drive
Lititz, PA 17543
(1) Includes 1,583,333 shares of Common Stock and immediately
exercisable options to purchase 2,000,000 shares of Common Stock by
Mr. Shannon.
23
(2) The percentage is based upon 24,995,502 shares of issued and
outstanding Common Stock and immediately exercisable options to
purchase 2,000,000 shares of Common Stock by Mr. Shannon, all as of
September 2, 2008.
(3) Includes 1,000,000 shares of Common Stock and immediately
exercisable options to purchase 1,000,000 shares of Common Stock by
Mr. Jarrett.
(4) The percentage is based upon 24,995,502 shares of issued and
outstanding Common Stock and immediately exercisable options to
purchase 1,000,000 shares of Common Stock by Mr. Jarrett, all as of
September 2, 2008.
(5) The percentage is based upon 24,995,502 shares of issued and
outstanding Common Stock as of September 2, 2008.
The following information relates to the shares of Common Stock
beneficially owned by each of our directors and executive officers and
all of our directors and executive officers as a group:
Name and Address of Amount and Nature of Percent
Beneficial Owner (1) Beneficial Ownership of Class
- ------------------- -------------------- ---------
Kenneth J. Scott 1,009,260 (2) 3.96 (3)
Glenn Jarrett 2,000,000 (4) 7.69 (5)
Timothy B. Shannon 3,583,333 (6) 13.27 (7)
All directors and executive
officers as a group (3 persons) 6,592,593 (8) 23.14 (9)
(1) The address for each of the persons listed above is c/o Dale
Jarrett Racing Adventure, Inc., 120A North Main Avenue, Newton, North
Carolina 29658.
(2) Includes 509,260 shares of Common Stock and immediately
exercisable options to purchase 500,000 shares of Common Stock by Mr.
Scott.
(3) The percentage is based upon 24,995,502 shares of issued and
outstanding Common Stock and immediately exercisable options to
purchase 500,000 shares of Common Stock by Mr. Scott, all as of
September 2, 2008
(4) Includes 1,000,000 shares of Common Stock and immediately
exercisable options to purchase 1,000,000 shares of Common Stock by
Mr. Jarrett.
(5) The percentage is based upon 24,995,502 shares of issued and
outstanding Common Stock and immediately exercisable options to
purchase 1,000,000 shares of Common Stock by Mr. Jarrett, all as of
September 2, 2008.
24
(6) Includes 1,583,333 shares of Common Stock and immediately
exercisable options to purchase 2,000,000 shares of Common Stock by
Mr. Shannon.
(7) The percentage is based upon 24,995,502 shares of issued and
outstanding Common Stock and immediately exercisable options to
purchase 2,000,000 shares of Common Stock by Mr. Shannon, all as of
September 2, 2008.
(8) Includes 3,092,593 shares of Common Stock and immediately
exercisable option to purchase 3,500,000 shares of Common Stock by the
three named directors and officers.
(9) The percentage is based upon 24,995,502 shares of issued and
outstanding Common Stock and immediately exercisable options to
purchase 3,500,000 shares of Common Stock, all as of September 2, 2008.
COMPENSATION OF EXECUTIVE OFFICERS
The following table set forth certain information as to the
compensation paid to our sole executive officer for 2007 and 2006:
Summary Compensation Table
Name and Cash All Other
Principal Position Year Salary Compensation Total
Timothy B. Shannon 2007 $192,638 $37,284 $229,922
Chief Executive
Officer 2006 $127,122 $30,000 $157,122
The Company has not entered into an employment agreement with Mr.
Shannon. The cash salary amount for 2007 includes a base salary of
$110,000 and commissions earned by Mr. Shannon during 2007 of $82,638.
The all other compensation amount for 2007 represents salary accrued by
the Company in prior years, but not paid to Mr. Shannon until 2007.
Similarly, the cash salary amount for 2006 includes a base salary of
$60,000 and commissions earned by Mr. Shannon during 2006 of $67,122.
The all other compensation amount for 2006 represents salary accrued by
the Company in prior years, but not paid to Mr. Shannon until 2007.
25
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth the outstanding stock options to the
Company's sole executive officer at December 31, 2007:
Option Awards
Outstanding Equity Awards at December 31, 2007
Number of Number of
Securities Securities
Underlying Underlying
Unexercised Unexercised Option Option
Options/ Options/ Exercise Expiration
Name Exercisable Unexercisable Price Date
- ---- ----------- ------------- -------- ----------
<s> <c> <c> <c> <c>
Timothy B.
Shannon 2,000,000/2,000,000 2,000,000 $0.15 Oct. 21, 2008
DIRECTOR COMPENSATION FOR 2007
The following table sets forth the compensation to our directors for
2007:
Name Total
- ---- -----
Timothy B. Shannon $0
Glenn Jarrett $0
Kenneth C. Scott $0
The Company does not compensate its directors for their services as
such. The Company reimburses the directors for their reasonable out-of
pocket expenses for attending meetings of the Board of Directors.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The consolidated financial statements of the Company as of and for
the years ended December 31, 2007, 2006, and 2005 have been audited by
Stark Winter Schenkein & Co., LLP, independent registered certified
public accounting firm. We expect that representatives of Stark Winter
Schenkein & Co., LLP will be present at the Annual Meeting and will be
available to respond to appropriate questions from shareholders.
Audit and Related Fees
The Company engaged Stark Winter Schenkein & Co., LLP to perform the
audit of its December 31, 2007 and 2006 financial statements.
26
Audit Fees. The aggregate audit fees billed by Stark Winter
Schenkein & Co., LLP for the years ended December 31, 2007 and 2006
were approximately $24,000 and $20,000, respectively. Audit fees
consist of fees billed for professional services rendered for the
audits of the Company's consolidated financial statements, review of
the interim condensed consolidated financial statements, and other
professional services rendered in connection with the Company's
registration statements and services that are normally provided by
Stark Winter Schenkein & Co., LLP in connection with statutory and
regulatory filings or engagements.
Audit-Related Fees. No fees were billed by Stark Winter Schenkein &
Co., LLP for services related to the performance of the audit or review
of the Company's consolidated financial statements and not described
above under "Audit Fees" above in the years ended December 31, 2007 and
2006, respectively.
Tax Fees. No fees were billed by Stark Winter Schenkein & Co., LLP
for professional services rendered for tax compliance, tax advice or
tax planning " in the years ended December 31, 2007 and 2006,
respectively.
All Other Fees. There were no fees billed by Stark Winter Schenkein
& Co., LLP for professional services rendered to the Company, other
than the services described under "Audit Fees" above, in the years
ended December 31, 2007 and 2006, respectively.
Policy on Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors by the Board of Directors
The policy of the Board of Directors is to pre-approve all audit and
permissible non-audit services provided by the Company's independent
auditors in order to assure that the provision of such services does
not impair the auditor's independence. These services may include
audit services, audit-related services, tax services and other
services. Pre-approval is generally provided for up to one year and
any pre-approval is detailed as to the particular service or category
of services and is generally subject to a specific budget. Management
is required to periodically report to the Board of Directors regarding
the extent of services provided by the independent auditors in
accordance with this pre-approval, and the fees for the services
performed to date. All such services and fees provided in 2007 were
pre-approved by the Board of Directors.
PROCEDURE FOR SUBMITTING SHAREHOLDER PROPOSALS
If the Amended and Restated Articles and the Proposed Bylaws are
adopted as described above, then the following procedure should be
utilized to submit a shareholder proposal:
All notices of proposals by shareholders, whether or not be included
in the Company's proxy materials, should be sent to the attention of
the Secretary of the Company at Dale Jarrett Racing Adventure, Inc.,
120A North Main Avenue, Newton, North Carolina 29658. Any such notice
27
to the Secretary shall set forth as to each matter the shareholder
proposes to bring before the Annual Meeting (a) a brief description of
the business desired to be brought before the Annual Meeting and the
reasons for conducting such business at the Annual Meeting, (b) the
name and address, as they appear on the books of the Company, of the
shareholder proposing such business, and the name and address of the
beneficial owner, if any, on whose behalf the proposal is made, (c) the
class and number of shares of the Company which are owned beneficially
and of record by such shareholder of record and by the beneficial
owner, if any, on whose behalf the proposal is made, and (d) any
material interest of such shareholder of record and the beneficial
owner, if any, on whose behalf the proposal is made in such business.
The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before
the meeting and in accordance with the procedures prescribed by the
Bylaws, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting
shall not be transacted.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
If the Amended and Restated Articles and the Proposed Bylaws are
adopted as described above, then the following deadline will be
applicable:
Shareholders may submit proposals on matters appropriate for
shareholder action at annual meetings in accordance with the rules and
regulations adopted by the Securities and Exchange Commission. Any
proposal which an eligible shareholder desires to have included in the
Company's proxy statement and presented at the 2009 annual meeting of
shareholders (which is expected to be held on or about October 25,
2009) will be included in the Company's proxy statement and related
proxy card if it is received by the Company no later than June 25, 2009
(120 calendar days prior to the anniversary of the mailing date of this
Proxy Statement) and if it complies with Securities and Exchange
Commission rules regarding inclusion of proposals in proxy statements.
Other deadlines apply to the submission of shareholder proposals for
the 2009 annual meeting that are not required to be included in the
Company's proxy statement under Securities and Exchange Commission
rules. With respect to these shareholder proposals for the 2009 annual
meeting, the Company's Proposed Bylaws, if adopted, provide certain
requirements for advance notification by shareholders of business to be
conducted at annual meetings but not necessarily included in the
Company's proxy statement. In order to be timely, a shareholder notice
must be delivered to or mailed and received in writing by the Company's
Secretary at the principal executive offices of the Company not less
than 120 days prior to the date of the meeting. These requirements are
separate from and in addition to requirements that a shareholder must
meet in order to have a shareholder proposal included in the Company's
proxy statement.
28
OTHER MATTERS
The Board of Directors does not currently know of any other matters
to be presented at the 2008 Annual Meeting. If any other matters
properly come before the annual meeting, it is intended that the shares
represented by Proxy will be voted with respect thereto in accordance
with the judgment of the persons voting them.
7