Exhibit 22.1
SEQUIAM CORPORATION
300 Sunport Lane
Orlando, Florida 32809
Tel. (407) 240-1414
Fax (407) 240-1431
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD JULY 18, 2002
Notice is hereby given that a Special Meeting of the Shareholders of
Sequiam Corporation (the "Company") will be held at the company's offices
located at 300 Sunport Lane, Orlando, Florida 32809, on July 18, 2002, at 10:00
a.m., for the following purpose:
1. TO APPROVE THE ACQUISITION OF BREKEL GROUP, INC., A DELAWARE
CORPORATION, PURSUANT TO THE SHARE EXCHANGE AGREEMENT AND PLAN OF
REORGANIZATION ATTACHED HERETO AS EXHIBIT "A".
-----------
2. TO APPROVE AN AMENDMENT TO THE BYLAWS PROVIDING FOR SHAREHOLDER
APPROVAL WITHOUT A MEETING.
The Board of Directors has fixed the close of business on June 19, 2002 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 June 19, 2002, the Company had 24,233,000 shares of voting stock
issued and outstanding.
SEQUIAM CORPORATION
July 8, 2002 By:
-----------------------------------
Nicolaas H. Van den Brekel,
Chief Executive Officer
20
SEQUIAM CORPORATION
300 Sunport Lane
Orlando, Florida 32809
Tel. (407) 240-1414
Fax (407) 240-1431
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 July 18,
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
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 July 8, 2002.
Only the holders of the Company's common stock ("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.
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 June 19, 2002, the Company had 24,233,000
outstanding shares of Voting Stock held by approximately 55 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 Nicolaas Van den Brekel and Mark Mroczkowski, which collectively
own 76.34% of the Company's Voting Stock, intends to vote his 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 officers and directors
of the Company, and as a group, and those shareholders owning more than 5% of
the Company's Common Stock as of June 19, 2002.
NAME AND ADDRESS COMMON STOCK SHARES OF PERCENT OF CLASS
- --------------------------------------------------------------------------------
Nicolaas H. Van den Brekel*
300 Sunport Lane 14,000,000 57.77%
Orlando, Florida 32809
- --------------------------------------------------------------------------------
Mark Mroczkowski*
300 Sunport Lane 4,500,000 18.57%
Orlando, Florida 32809
- --------------------------------------------------------------------------------
Gregory M. Walters
1706 Winding Ridge Road 2,300,000 9.49%
Knoxville, Tennessee 37922
- --------------------------------------------------------------------------------
All Officers and Directors as a group 18,500,000 85.83%
* Denotes Officer and/ or Director of the Company
The following table sets forth the number and percentage of outstanding
shares of Voting Stock that will be beneficially owned by each of the officers
and directors of the Company, and as a group, and those shareholders owning more
than 5% of the Company's Common Stock, following the closing of the acquisition
of Brekel Group, Inc., assuming the Company purchases all (100%) of the
currently issued and outstanding shares of Brekel Group, Inc.
NAME AND ADDRESS COMMON STOCK SHARES OF PERCENT OF CLASS
- --------------------------------------------------------------------------------
Nicolaas H. Van den Brekel*
300 Sunport Lane 18,000,000 49.31%
Orlando, Florida 32809
- --------------------------------------------------------------------------------
Mark Mroczkowski*
300 Sunport Lane 4,957,000 13.58%
Orlando, Florida 32809
- --------------------------------------------------------------------------------
Gregory M. Walters
1706 Winding Ridge Road 2,300,000 6.30%
Knoxville, Tennessee 37922
- --------------------------------------------------------------------------------
All Officers and Directors as a group 25,257,000 69.19%
* Denotes Officer and/ or Director of the Company
22
PROPOSAL ONE: APPROVE ACQUISITION OF BREKEL GROUP, INC.
The Company's Directors have unanimously approved the acquisition of Brekel
Group, Inc., a Florida corporation, pursuant to the Stock Exchange Agreement and
Plan of Reorganization attached hereto as Exhibit "A" (the "Agreement"). The
-----------
acquisition is scheduled to close on July 9, 2002, as may be extended by the
Company. 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.
The Board of Directors recommends that the shareholders approve the
Agreement.
PROPOSAL TWO: AMENDMENT TO BYLAWS
Section 11 of the Company's Bylaws currently states:
SECTION 11. INFORMAL ACTION BY SHAREHOLDERS:
Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
The Board of Directors recommends that the shareholders adopt the following
resolution amending the Company's Bylaws:
RESOLVED, that Section 11 of the Bylaws be deleted and replaced with the
following:
SECTION 11. INFORMAL ACTION BY SHAREHOLDERS:
Any action required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders, may be
taken without a meeting and without prior notice by (a) written consent of
the holders of outstanding shares having not less than the minimum number
of votes that would be necessary to authorize such action at a meeting of
the shareholders where all shareholders entitled to vote were present, or
(b) such other method permitted by law.
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 subsequent report on Form 8-K 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.
23