SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec.240-11(c) or Sec.240.14a-12
Gama Computer Corporation
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(Name of Registrant as Specified in Its Charter)
Gama Computer Corporation
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
_____________________________________________________
[ ] 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 No.:
_____________________________________________________
3) Filing Party:
_____________________________________________________
4) Date Filed:
_____________________________________________________
GAMA COMPUTER CORPORATION
25422 Trabuco Road 105-Y
Lake Forest, CA 92630
Tel. (714) 731-3389
Fax (949) 461-0049
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD NOVEMBER 6, 2001
Notice is hereby given that a Special Meeting of the Shareholders of Gama
Computer Corporation (the "Company") will be held at the offices of Lee, Goddard
& Duffy, LLP, 18500 Von Karman Avenue, Suite 700, Irvine, California 92612, on
November 6, 2001, at 10:00 a.m., for the following purpose:
1. To change the name of the Company to THE BLUEBOOK INTERNATIONAL
HOLDING COMPANY;
2. To approve an increase in the number of authorized shares of common
stock to fifty million (50,000,000) shares, and to approve a forward
split of the Company's common stock such that each issued and
outstanding share of the Company's common stock will be converted into
three (3) shares of common stock, effective upon the filing of the
Certificate of Amendment to the Articles of Incorporation with the
Delaware Secretary of State; and
3. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on October 25, 2001
as the record date for the determination of shareholders entitled to notice of
and to vote at such meeting. Shareholders are entitled to one vote for each
share held. As of October 25, 2001, the Company had 12,913,197 shares of voting
stock issued and outstanding.
GAMA COMPUTER CORPORATION
October 25, 2001 By: /s/ Daniel T. Josipovich
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Daniel T. Josipovich,
Chief Operating Officer
GAMA COMPUTER CORPORATION
25422 Trabuco Road 105-Y
Lake Forest, CA 92630
Tel. (714) 731-3389
Fax (949) 461-0049
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of the
Company for voting at the special meeting of shareholders to be held on November
6, 2001, and at any and all adjournments of such meeting. If the proxy is
executed and returned, it will be voted at the meeting in accordance with any
instructions, and if no specification is made, the proxy will be voted for the
proposals set forth in the accompanying notice of the special meeting of
shareholders. Shareholders who execute proxies may revoke them at any time
before they are voted, either by writing to the Company at the address set forth
on page one or in person at the time of the meeting. Additionally, any later
dated proxy will revoke a previous proxy from the same shareholder. This proxy
statement was mailed to shareholders of record on or about October 25, 2001.
Only the holders of the Company's common stock and Series A
Convertible Preferred Stock (collectively, "Voting Stock") are entitled to vote
at the meeting. Each share of Voting Stock is entitled to one vote, and votes
may be cast either in person or by proxy. A quorum consisting of a majority of
the shares entitled to vote is required for the meeting. The affirmative vote
of the holders of a majority of the outstanding shares of the Company's Voting
Stock is required to approve the change of the Company's name and the increase
in the authorized number of shares of Common Stock needed to effectuate the
stock split. The approval of the holders of a majority of shares of Voting
Stock present at the meeting, in person or by proxy, is required to approve any
other proposal to come before the meeting. As of October 25, 2001, the Company
had 12,913,197 outstanding shares of Voting Stock held by approximately 59
shareholders of record.
Shares of the Company's Voting Stock represented by properly executed
proxies that reflect abstentions or "broker non-votes" will be counted as
present for purposes of determining the presence of a quorum at the special
meeting. "Broker non-votes" represent shares held by brokerage firms in
"street-name" with respect to which the broker has not received instructions
from the customer or otherwise does not have discretionary voting authority.
Brokerage firms will not have discretionary authority to vote these
"street-name" shares with respect to the proposal to change the Company's name
or to increase the number of authorized shares of the Company's common stock.
Because approval of the name change and increase in the number of authorized
shares requires the approval of a majority of the Company's outstanding shares
of Voting Stock, abstentions and broker non-votes will have the same effect as
votes against the approval of the matters to be voted upon at the meeting.
Each of Mark A. Josipovich, Daniel T. Josipovich, Daniel E. Josipovich
and Dorothy E. Josipovich, who collectively own 84.4% of the Company's Voting
Stock, intends to vote his or her shares in favor of the proposals specified in
the notice of the Special Meeting of Shareholders.
PRINCIPAL SHAREHOLDERS
The following table sets forth the number of and percentage of
outstanding shares of Voting Stock beneficially owned by each of the Company's
officers and directors, the officers and directors of the Company as a group,
and those shareholders owning more than 5% of the Company's Common Stock as of
October 25, 2001.
SHARES OF
NAME AND ADDRESS VOTING STOCK PERCENT OF CLASS
--------------------------- ------------ ----------------
Mark A. Josipovich 2,725,000 21.1%
25422 Trabuco Road 105-Y
Lake Forest, CA 92630
Daniel T. Josipovich 2,725,000 21.1%
25422 Trabuco Road 105-Y
Lake Forest, CA 92630
Dorothy E. Josipovich 2,726,000 21.1%
25422 Trabuco Road 105-Y
Lake Forest, CA 92630
Daniel E. Josipovich 2,726,000 21.1%
25422 Trabuco Road 105-Y
Lake Forest, CA 92630
Pedro Villagran Garcia 723,050 5.6%
Galeana 22
Hermosillo, Sonora
Mexico CP 83260
Clinton L. Hubbard -- *
25422 Trabuco Road 105-Y
Lake Forest, CA 92630
Paul D. Sheriff -- *
25422 Trabuco Road 105-Y
Lake Forest, CA 92630
David M. Campatelli -- *
25422 Trabuco Road 105-Y
Lake Forest, CA 92630
All Officers and Directors 5,450,000 42.2%
as a Group (five persons)
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ACQUISITION OF SUBSIDIARY AND RELATED ASSETS
On October 1, 2001, the Company acquired all of the issued and outstanding
shares of The Bluebook International, Inc., a Nevada corporation ("Bluebook
International"), in exchange for 10,900,000 (pre-split) shares of the Company's
Common Stock. Following the acquisition of Bluebook International, the Company's
directors approved a resolution to change the name of the Company to "The
Bluebook International Holding Company".
Bluebook International was incorporated in the State of Nevada on December
5, 2000. Effective as of September 15, 2001, Bluebook International purchased
all of the business assets owned by Daniel E. Josipovich and Dorothy E.
Josipovich, husband and wife (the "Sole Proprietorship"), used in the business
of creating, developing and distributing products and services related to the
Bluebook of Cleaning, Reconstruction and Repair Costs (the "Bluebook"),
including the software version known as Bluebook Estimating Systems Technology
(as updated, "B.E.S.T."). The Sole Proprietorship operated the business known
as The Bluebook (and related trade names) for over 37 years. The Sole
Proprietorship was dedicated to developing, distributing and managing the
Bluebook, B.E.S.T. and related products (collectively, the "Products"). Daniel
T. Josipovich and Mark A. Josipovich were Bluebook International's principal
co-founders, officers and directors, and they were intimately involved in the
creation, development and distribution of the Products owned by the Sole
Proprietorship. The Company, through its subsidiary, intends to continue
selling the Products and significantly expand its business with the introduction
of its latest technological advancement, B.E.S.T.Net(TM), a web-based cost
estimation and claims management system that will allow anytime, anywhere
management of the entire insurance claims process and the construction industry.
PROPOSAL ONE: CHANGE OF THE COMPANY'S NAME
Because the Company's subsidiary, Bluebook International, is the primary
asset of the Company, the Company's Board of Directors has unanimously approved
a resolution to change the name of the Company to "The Bluebook International
Holding Company." The name change will be effected by an amendment to the
Company's Certificate of Incorporation, and will become effective upon the
filing of a Certificate of Amendment with the Delaware Secretary of State in the
form of Exhibit A to this proxy statement. This Proposal must be approved by
holders of a majority of the Company's Voting Stock; if it is not so approved,
the Company will consider other alternatives including the retention of its
current name.
PROPOSAL TWO: INCREASE IN THE NUMBER OF AUTHORIZED SHARES AND CORRESPONDING
STOCK SPLIT
In connection with the recent acquisition of Bluebook International, the
Company believes it would be beneficial to increase the number of the Company's
outstanding shares of common stock. The Board of Directors believes that having
a larger number of shares of common stock outstanding would improve the trading
market and liquidity of the common stock. There can be no assurance, however,
that the trading market or liquidity will improve. The Company's Board of
Directors has adopted a proposal, subject to shareholder approval, to split the
outstanding shares of the Company's common stock such that each outstanding
share of the Company's common stock will be automatically converted into three
shares of common stock.
If the shareholders approve the stock split, the Company will have
approximately 38,733,411 shares of common stock issued and outstanding. However,
the Company currently only has 30,000,000 shares of common stock authorized for
issuance. Therefore, in order to effectuate the stock
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split, the Company must increase the number of authorized shares of its common
stock. The Company's Board of Directors has accordingly adopted a proposal to
amend the Company's Articles of Incorporation to increase the number of
authorized shares of common stock from 30,000,000 to 50,000,000. If the forward
split is approved by the Company's shareholders, the Company will have
approximately 38,733,411 shares of common stock outstanding immediately
thereafter.
The terms of the additional shares of common stock will be identical to
those of the currently outstanding shares of common stock. The relative rights
and limitations of the common stock remain unchanged under this Proposal. The
increase in the number of authorized shares will permit the Company to pay the
three-for-one stock split if that stock split is approved by the shareholders.
At this time, the Company has no plans for the additional shares of common
stock.
This proposal must be approved by the holders of a majority of the
Company's Voting Stock; if it is not so approved, the Company will not be able
to effect the stock split and the number of shares of outstanding common stock
will not be increased as set forth above.
AVAILABILITY OF FILINGS MADE WITH
SECURITIES AND EXCHANGE COMMISSION
The Company's Annual Report on Form 10-KSB and its latest Quarterly Report
on Form 10-QSB will be sent to any shareholder of the Company upon request.
Requests for a copy of these reports should be addressed to the Secretary of the
Company at the address provided on the first page of this proxy statement.
SHAREHOLDER PROPOSALS
Any shareholder proposal which may properly be included in the proxy
solicitation material for the annual meeting of shareholders to be held after
the Company's fiscal year ending December 31, 2001, must be received by the
Secretary of the Company not later than March 1, 2002.
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EXHIBIT A
AMENDMENT TO CERTIFICATE
OF INCORPORATION
CERTIFICATE OF AMENDMENT
OF
ARTICLES OR INCORPORATION
GAMA COMPUTER CORPORATION, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of Gama Computer Corporation, by
the unanimous written consent of its members, filed with the minutes of the
board, duly adopted resolutions setting forth a proposed amendment to the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolutions setting forth the proposed amendments are
as follows:
RESOLVED, that the name of Gama Computer Corporation be
changed to THE BLUEBOOK INTERNATIONAL HOLDING COMPANY; and
RESOLVED, that the Articles of Incorporation filed with the
Delaware Secretary of State on December 18, 1997, as amended, are
hereby amended as follows:
Article IV of the Articles of Incorporation is hereby
deleted and replaced with the following:
The authorized capital stock of the Corporation shall consist of
50,000,000 shares of common stock, $0.0001 par value, and
5,000,000 shares of preferred stock, $0.0001 par value.
Effective immediately, each issued and outstanding share of this
Corporation's common stock will be automatically converted into
three (3) shares of common stock.
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation was duly
called and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That this Certificate of Amendment of the Certificate of
Incorporation shall be effective on the date filed with Secretary of State.
IN WITNESS WHEREOF, said Gama Computer Corporation has caused this
certificate to be signed by Mark A. Josipovich, its President, this 6 day of
November, 2001.
GAMA COMPUTER CORPORATION
By:__________________________________
Mark A. Josipovich, President
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GAMA COMPUTER CORPORATION
PROXY
This Proxy is Solicited by the Board of Directors
The undersigned shareholder of Gama Computer Corporation (the "Company")
acknowledges receipt of the Notice of the Special Meeting of Shareholders, to be
held November 6, 2001, 10:00 a.m. local time, at the offices of Lee, Goddard &
Duffy LLP, 18500 Von Karman Avenue, Suite 700, Irvine, California 92612, and
hereby appoints Mark A. Josipovich and Daniel T. Josipovich, each with the power
of substitution, as Attorneys and Proxies to vote all the shares of the
undersigned at said Special Meeting of Shareholders and at all adjournments
thereof, hereby ratifying and confirming all that said Attorneys and Proxies may
do or cause to be done by virtue hereof. The above named Attorneys and Proxies
are instructed to vote all of the undersigned's shares as follows:
(1) To change the name of the Company to THE BLUEBOOK INTERNATIONAL
HOLDING COMPANY upon the terms set forth in the accompanying proxy
statement.
[_] FOR [_] AGAINST [_] ABSTAIN
(2) To increase the number of authorized shares of common stock of the
Company to 50,000,000 shares and to approve a split of the Company's
common stock such that each outstanding share of the Company's common
stock will be converted into three shares of common stock.
[_] FOR [_] AGAINST [_] ABSTAIN
(3) To transact such other business as may properly come before the
meeting. In this discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL
BE VOTED IN FAVOR OF ITEMS 1, 2 AND 3.
Dated this ____ day of_______, 2001.
_________________________________
(Signature)
Please sign your name exactly as it appears on
your stock certificate. If shares are held
jointly, each holder should sign. Executors,
trustees, and other fiduciaries should so indicate
when signing.
Please Sign, Date and Return this Proxy so that your
shares may be voted at the meeting.
Return this Proxy to:
CORPORATE STOCK TRANSFER
3200 Cherry Creek Drive South, Suite 430
Denver, Colorado 80209
Tel: 303/282-4800
Fax: 303/282-5800