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:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec.240-11(c) or Sec.240.14a-12
The Bluebook International Holding Company
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(Name of Registrant as Specified in Its Charter)
The Bluebook International Holding Company
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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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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[ ] 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:
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2) Form, Schedule or Registration No.:
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3) Filing Party:
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4) Date Filed:
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THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
21098 Bake Parkway, Suite 100
Lake Forest, CA 92630
Tel. 949-470-9534
Fax 949-470-9563
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD SEPTEMBER 20, 2002
Notice is hereby given that a Special Meeting of the Shareholders of The
Bluebook International Holding Company (the "Company") will be held at the
Company's principal place of business at 21098 Bake Parkway, Suite 100, Lake
Forest, California 92630, on September 20, 2002, at 10:00 a.m., for the
following purpose:
1. To increase the number of authorized shares of preferred stock from
five million (5,000,000) shares to ten million (10,000,000) shares.
The Board of Directors has fixed the close of business on September 5,
2002, as the record date for the determination of shareholders entitled to
notice of and to vote at such meeting. Common and preferred stockholders are
entitled to one vote for each share of common and preferred stock held. As of
August 22, 2001, the Company had 31,791,001 shares of voting stock issued and
outstanding.
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
September 6, 2002 By:
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Mark A. Josipovich,
Chief Executive Officer
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
21098 Bake Parkway, Suite 100
Lake Forest, CA 92630
Tel. 949-470-9534
Fax 949-470-9563
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
September 20, 2002, 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 proposal 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 September 6, 2002.
The cost of the solicitation will be borne by the Company.
Only the holders of the Company's common stock, of which 28,733,411 are
issued and outstanding; and Series C Convertible Preferred Stock, of which
3,055,540 shares are issued and outstanding (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 increase in the authorized
number of shares of preferred stock. 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 August
22, 2002, the Company had 31,788,951 outstanding shares of Voting Stock held by
approximately 81 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,
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,
Dorothy E. Josipovich and Cotelligent, Inc., which collectively own
approximately 79% of the Company's Voting Stock, intends to vote his or her
shares in favor of the proposal 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 of the Company as a group and those shareholders owning more than 5%
of the Company's Common Stock as of August 21, 2002:
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(1) (2) (3) (4)
Name and Address Amount and Nature
Title of Class of Beneficial Owner of Beneficial Owner Percent of Class
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Common Stock Mark A. Josipovich
21098 Bake Parkway,
Suite 100
Lake Forest, CA 92630 5,675,000 19.75%
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Common Stock Daniel T. Josipovich
21098 Bake Parkway,
Suite 100
Lake Forest, CA 92630 5,675,000 19.75%
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Common Stock Daniel E. Josipovich
P.O. Box 5022-Y
Lake Forest, CA 92630 5,675,000 19.75%
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Common Stock Dorothy E. Josipovich
P.O. Box 5022-Y
Lake Forest, CA 92630 5,675,000 19.75%
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Common Stock All Officers and Directors
as a Group (2 persons) 11,350,000 39.50%
(1) (2) (3) (4)
Name and Address Amount and Nature
Title of Class of Beneficial Owner of Beneficial Owner Percent of Class
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Series B Daniel E. and Dorothy E.
Convertible Josipovich, jointly
Preferred Stock P.O. Box 5022-Y
Lake Forest, CA 92630 1,000(1) 48.75%
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(1) May be converted to common stock, which if converted on August 21, 2002,
would have converted to 860, 215 shares of common stock.
2
Series B Johanna Ventures Limited
Convertible Le Quesne Chambers
Preferred Stock 9 Burrard Street
St. Helier, Jersey
Channel Islands JE2 4WS
Great Britain 1,050(2) 51.25%
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Series C Cotelligent, Inc.
Convertible 100 Theory Suite 200
Preferred Stock Irvine, CA 92162-3045 3,055,540(3) 100%
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PROPOSAL:INCREASE THE NUMBER OF AUTHORIZED SHARES
OF PREFERRED STOCK
In connection with the Company's recent agreement to sell up to 5,316,704
shares of Series C Convertible Preferred Stock to Cotelligent, Inc. as more
fully set forth in the Company's Form 8-K filed on August 21, 2002, the Company
believes it would be beneficial to increase the number of the Company's
outstanding shares of preferred stock. The Company's Board of Directors has
adopted a proposal, subject to shareholder approval, to increase the number of
authorized shares of preferred stock from 5,000,000 to 10,000,000.
If the shareholders approve the increase in authorized shares, the Board of
Directors has approved designating 5,316,704 shares of preferred stock as Series
C Convertible Preferred Stock with those rights, preferences and privileges set
forth in the Certificate of Designation included as an exhibit to the Company's
Form 8-K filed on August 21, 2002.
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 sell more than 4,997,950 shares of Series C Convertible Preferred Stock.
AVAILABILITY OF FILINGS MADE WITH
THE SECURITIES AND EXCHANGE COMMISSION
The Company's Annual Report on Form 10-KSB, its latest Quarterly Report on
Form 10-QSB and its Current Report on Form 8-K filed on August 21, 2002, 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.
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(2) May be converted to common stock, which if converted on August 21, 2002,
would have converted to 903,256 shares of common stock
(3) May be converted to common stock, which if converted on August 21, 2002
(assuming no shares of Series B Convertible Preferred Stock had been
converted), would have converted to 3,055,540 shares of common stock.
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THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
PROXY
This Proxy is Solicited by the Board of Directors
The undersigned shareholder of The Bluebook International Holding Company
(the "Company") acknowledges receipt of the Notice of the Special Meeting of
Shareholders, to be held September 20, 2002, 10:00 a.m. local time, at the
Company's offices located at 21098 Bake Parkway, Suite 100, Lake Forest, CA
92630, 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 increase the number of authorized shares of preferred stock of the
Company to 10,000,000 shares;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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 ITEM 1.
Dated this day of , 2002.
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(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:
GLOBAL SECURITIES TRANSFER, INC.
191 University Boulevard
Suite 410
Denver, Colorado 80206
Tel: 303-355-4646
Fax: 303-355-5532