SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No.___)
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14c-5(d)(2))
[X] Definitive Information Statement
COLUMBIALUM STAFFING, INC.
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(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] Fee computed on table below per Exchange Act Rules 14C-5(g) 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 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 Statement No.:
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3. Filing Party:
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4. Date Filed:
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COLUMBIALUM STAFFING, INC.
310 East Harrison Street
Tampa, FL 33602
---------------
NOTICE OF SHAREHOLDER MAJORITY ACTION
IN LIEU OF AN ANNUAL MEETING
---------------
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
----------------
NOTICE IS HEREBY GIVEN TO ALL SHAREHOLDERS THAT ACTION WILL BE TAKEN IN
LIEU OF AN ANNUAL MEETING OF COLUMBIALUM STAFFING, INC., A NEVADA CORPORATION
(THE "COMPANY") ON OR ABOUT MAY 28, 2002 TO AUTHORIZE AND APPROVE:
(i) The election of two directors;
(ii) Amendments to the Company's Articles of Incorporation to
(a) change the name of the Company to Resolve Staffing,
Inc;
(b) reverse split the outstanding shares of the Company's
Common Stock one-for-thirty;
(c) maintain the par value of the Company's Common Stock
at $.0001; and
(d) restore the number of shares of Common Stock the
Company is authorized to issue 50,000,000; and
(iii) Amendment to the Company's 2001 Stock Incentive Plan to
restore the number of shares which may be issued under the
plan to 3,000,000 and permit the issuance of unrestricted
shares.
Only shareholders of record as of April 17, 2002 are entitled to
receive notice of this action.
By order of the Board of Directors
Cristino L. Perez
Secretary
Dated: May 6, 2002
1
COLUMBIALUM STAFFING, INC.
310 East Harrison Street
Tampa, FL 33602
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Information Statement pursuant to section 14(C)
of the securities and exchange act of 1934
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WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
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This Information Statement (the "Information Statement") is being
mailed on or about May 7, 2002 to the holders of record at the close of business
on April 17, 2002, of the common stock, $.0001 par value per share (the "Common
Stock") of Columbialum Staffing, Inc. (the "Company"), in connection with action
by written consent to authorize and approve: (i) the election of two directors;
(ii) Amendments to the Company's Articles of Incorporation to (a) change the
name of the Company to Resolve Staffing, Inc; (b) reverse split the outstanding
shares of the Company's Common Stock one-for-thirty; (c) maintain the par value
of the Company's Common Stock at $.0001; and (d) restore the number of shares of
Common Stock the Company is authorized to issue 50,000,000; and (iii) Amendments
to the Company's 2001 Stock Incentive Plan to restore the number of shares which
may be issued under the plan to 3,000,000 and permit the issuance of
unrestricted bonus stock. Members of the Board of Directors and three
shareholders own or have voting authority for 6,750,150 shares of Common Stock.
These shareholdings represent approximately 67% of the total outstanding votes
of all issued and outstanding Common Stock of the Company and are sufficient to
take the proposed action on the record date of April 17, 2002. Dissenting
shareholders do not have any statutory appraisal rights as a result of the
action taken. All members of the Board of Directors and such other shareholders
have indicated their intention to execute written consents in favor of the
proposed action on behalf of the shares of the Company that they own or for
which they have voting authority. The Board of Directors does not intend to
solicit any proxies or consents from any other shareholders in connection with
this action.
Section 78.320 of the Nevada Revised Statutes (the "Nevada Law")
provides that the written consent of the holders of the outstanding shares of
voting stock, having not less than the minimum number of votes which would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, may be substituted for such a
meeting. Pursuant to Section 78.390 of the Nevada Revised Statutes, a majority
of the outstanding voting shares of stock entitled to vote thereon is required
in order to amend the Articles of Incorporation. In order to eliminate the costs
and management time involved in obtaining proxies and in order to effect the
above actions as early as possible in order to accomplish the purposes of the
Company as hereafter described, the Board of Directors of the Company voted to
utilize, and did in fact obtain, the written consent of the holders of a
majority of the voting power of the Company.
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Pursuant to Section 78.370 of the Nevada Revised Statutes, the Company
is required to provide prompt notice of the taking of the corporate action
without a meeting to the stockholders of record who have not consented in
writing to such action. This Information Statement is intended to provide such
notice. No dissenters' or appraisal rights under the Nevada Law are afforded to
the Company's stockholders as a result of the approval of the Proposals.
This Information Statement is being distributed pursuant to the
requirements of Section 14(c) of the Securities Exchange Act of 1934.
The entire cost of furnishing this Information Statement will be borne
by the Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of the Common Stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in connection therewith.
INFORMATION RELATING TO THE COMPANY'S COMMON STOCK
The shares of Common Stock are the only class of voting securities of
the Company outstanding. Each share of Common Stock is entitled to one vote per
share on all matters submitted to a vote of the shareholders. As of April 17,
2002 the Company had 10,051,000 shares of their Common Stock outstanding.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date information
concerning ownership of the Company's securities by (i) each Director, (ii) each
executive officer, (iii) all Directors and executive officers as a group; and
(iv) each person known to the Company to be the beneficial owner of more than
five percent of each class:
The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the selling stockholder has sole or shared voting power or investment power and
also any shares that the selling stockholder has the right to acquire within 60
days. The actual number of shares of Common Stock issuable upon the conversion
of the debentures is subject to adjustment depending on, among other factors,
the number of shares outstanding at the time of conversion and could be
materially less than the number estimated in the table.
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Beneficial Ownership
--------------------
Name of Beneficial Owner Shares Percentage
- ------------------------ ------ ----------
Charles Lincoln (1) 2,447,019 24%
R. Gale Porter (2) 2,116,942 21%
Cristino L. Perez (3) 318,784 3%
William A. Brown Family Trust 2,005,071 20%
Nilda Hoornik (4) 1,482,606 15%
Rene Morissette(5) 826,783 8%
All Officers and Directors as a
group (2 persons) 2,435,690 24%
- -----------------
(1) Charles Lincoln was our Chairman and Chief Executive Officer until March
18, 2002. Includes 2,447,019 shares which he owns directly, owns jointly
with his spouse, and which are owned by corporations wholly owned by him.
(2) Mr. R. Gale Porter is our Chief Operating Officer, President, and a
director of the Company. Includes 2,116,942 shares which he owns jointly
with his spouse.
(3) Cristino L. Perez is our Chief Financial Officer, Secretary, Treasurer,
and is a director of the Company. Includes 318,784 shares which he owns
directlyor owns jointly with his spouse.
(4) Nilda Hoornik, as Managing Director of Global Partners, LLC, has voting
and investment powers. Global Partners, LLC is owned by Cristino L. Perez
and/or his spouse (55%), and Venancio Pardo (45%).
(5) Mr. Morissette, as Managing Director of Work Holdings, LLC, has voting and
investment powers. Work Holdings, LLC is owned by Charles Lincoln (45%),
Cristino L. Perez (15%), R. Gale Porter (11%) and Venancio Pardo (29%).
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EXECUTIVE COMPENSATION
We do not have employment contracts with any of our management
personnel.
SUMMARY COMPENSATION TABLE
The Summary Compensation Table shows certain compensation information
for services rendered in all capacities for the three fiscal years ended
December 31, 2001 for each person that served as our Chief Executive Officer. No
executive officer's salary and bonus exceeded $100,000 in any of the applicable
years.
SUMMARY COMPENSATION TABLE
Other
Year Annual Restricted All Other
Name and Principal Ended Compen- Stock Options/ LTIP Compen-
Position Dec. 31 Salary Bonus sation Awards SARs Payouts sation
- ------------------ ------- ------ ----- ------- ----------- -------- ------- -----------
M. Richard Cutler, 2001 -0- -0- -0- -0- -0- -0- -0-
President, Treasurer 2000 -0- -0- -0- -0- -0- -0- -0-
and Secretary (1) 1999 -0- -0- -0- -0- -0- -0- -0-
Rene Morissette, 2001 750 -0- -0- -0- -0- -0- -0-
President, Treasurer 2000 -0- -0- -0- -0- -0- -0- -0-
and Secretary (2) 1999 -0- -0- -0- -0- -0- -0- -0-
Charles Lincoln, 2001 -0- -0- -0- -0- -0- -0- -0-
Chairman and 2000 -0- -0- -0- -0- -0- -0- -0-
CEO (3) 1999 -0- -0- -0- -0- -0- -0- -0-
R. Gale Porter, 2001 -0- -0- -0- -0- -0- -0- -0-
President and COO 2000 -0- -0- -0- -0- -0- -0- -0-
- -----------
(1) Appointed April 9, 1998; resigned September 27, 2001.
(2) Appointed September 26, 2001; resigned January 11, 2002.
(3) Appointed December 12, 2001;, resigned March 18, 2002.
(4) Assumed the duties of Chief Executive on March 18, 2002.
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OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
Number of Securities Percent of Total
Underlying Options/SAR's
Options/SAR's Granted to Employees Exercise of
Name Granted (#) in Fiscal Year Base Price ($ / SH) Expiration Date
- ---- ----------- -------------- ------------------- ---------------
M. Richard Cutler None N/A N/A N/A
Rene Morissette None N/A N/A N/A
Charles Lincoln None N/A N/A N/A
R. Gale Porter None N/A N/A N/A
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Shares Value of Unexercised
Acquired on Value Number of Unexercised Options In-the-Money Options
Name Exercise Realized Exercisable / Unexercisable Exercisable / Unexercisable
- ---- -------- -------- --------------------------- ---------------------------
M. Richard Cutler N/A N/A None N/A
Rene Morissette N/A N/A None N/A
Charles Lincoln N/A N/A None N/A
R. Gale Porter N/A N/A None N/A
COMPENSATION OF DIRECTORS
Directors were not separately compensated for their services in the
year ended December 31, 2001.
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ELECTION OF DIRECTORS
The Company has received the consent of 67% of the outstanding shares
of Common Stock to re-elect the Company's existing two directors for a period of
one year until their successors are elected and qualified. This re-election
leaves the Board with one vacancy which may be filled by the directors without
the further consent of shareholders. The following persons are to be re-elected:
Name Age Position
---- --- --------
R. Gale Porter 68 President, COO and Director
Cristino L. Perez 57 CFO, Secretary, Treasurer, and
Director
Mr. Porter has served as our President and a director since December
12, 2001. Mr. Porter has served as President and Director of Integra Staffing,
Inc. ("Integra"), the Company's wholly owned subsidiary, since October 2001.
Prior to his association with Integra, Mr. Porter served from March 1996 to
September 2000 as President and Director of AllTrades Direct, Inc., and
predecessors, a company specializing in temporary employment services for the
construction industry. AllTrades Direct developed from one to 50 offices with
revenues of $1 million per month prior to its sale in September 2000. Mr. Porter
earned a BA degree in Economics from Florida State University.
Mr. Perez has served as our Chief Financial Officer, Secretary,
Treasurer and Director since December 12, 2001. Mr. Perez served as Secretary,
Treasurer and Director of Integra since October 2001. Since October 1999, Mr.
Perez has been employed with Baumann, Raymondo & Company, P.A., Certified Public
Accountants with primary responsibilities for development of accounting and
auditing services to small publicly held enterprises. From 1993 to 1999, Mr.
Perez operated his own tax and accounting service, with concentration of
services to small publicly held companies. Mr. Perez earned a BA degree in
Accounting from the University of South Florida.
APPROVAL OF AMENDMENTS TO THE COMPANY'S
ARTICLES OF INCORPORATION
The Company's board of directors approved amendments to the Company's
Articles of Incorporation to (a) change the name of the Company to Resolve
Staffing, Inc.; (b) reverse split the outstanding shares of the Company's Common
Stock one-for-thirty; (c) maintain the par value of the Company's Common Stock
at $.0001 ; and (d) restore the number of shares of Common Stock the Company is
authorized to issue 50,000,000. The Board and certain shareholders, which
together hold approximately 67% of the Company's Common Stock has approved these
actions and has consented to these actions being taken.
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Change of Corporate Name
Following a review of names used by other staffing companies,
management has determine that "Resolve Staffingsm" is a service mark which
merits development and projects a descriptive image of the Company's services.
The Company is in the process of filing registrations to perfect this and
related marks. Management therefore believes that changing the Company's name to
"Resolve Staffing, Inc." will further its efforts to establish brand identity in
the staffing field.
One-For-Thirty Reverse Split and Maintenance of Par Value
As a result of the Reverse Split, each share of Common Stock
outstanding at the effective time of the Reverse Split, will, without any action
on the part of the holder thereof, become one-thirtieth share of Common Stock.
The amendment will also maintain the par value per share of the Company's Common
Stock at $.0001. Maintaining the par value per share will reduce the Company's
capital stock accounts in that significantly fewer shares will be outstanding
after the one-for-thirty reverse split. For purposes of this description, the
Common Stock, as presently constituted, is referred to as the "Old Common Stock"
and the Common Stock resulting from the Reverse Split is referred to as the "New
Common Stock."
The Reverse Split will become effective upon the filing with the
Secretary of State of Nevada of an amendment to the Company's Articles of
Incorporation which states that, upon the filing of the Certificate of
Amendment, each share of Old Common Stock then issued and outstanding would
automatically become and be converted into one-thirtieth share of New Common
Stock.
Principal Effects of the Reverse Split
The principal effects of the Reverse Split will be as follows:
Based upon the 10,051,000 shares of Old Common Stock outstanding on the
Record Date, the Reverse Split would decrease the outstanding shares of Old
Common Stock by 96%, and, upon the effectiveness of the Reverse Split
approximately 335,033 shares of New Common Stock would be outstanding.
The Company will obtain new CUSIP numbers for the New Common Stock at
the time of the Reverse Split. Following the effectiveness of the Reverse Split,
the Company will provide each record holder of Old Common Stock with information
to enable such holder to obtain new stock.
Subject to the provisions for elimination of fractional shares, as
described below, consummation of the Reverse Split will not result in a change
in the relative equity position or voting power of the holders of Old Common
Stock.
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Assuming the Reverse Split is implemented, the Certificate of Amendment
amending the Articles of Incorporation will be filed with the Secretary of State
of Nevada twenty days following the mailing of this Notice to shareholders. The
Reverse Split would become effective as of the date of such filing (the
"Effective Date").
Purposes of the Reverse Stock Split
The Company's shares are presently not trading on any exchange or
securities market. The Company plans to provide information to brokers who may
wish to trade shares of the Company's Common Stock on the Nasdaq OTC-BB or other
quotation medium, at such time as the shares of Common Stock underlying certain
convertible debentures may be sold, either pursuant to an effective registration
under the Securities Act of 1933, as amended (the "Securities Act") or an
exemption is available from such registration. Whether or not such brokers would
quote or trade the Company's securities would depend on many factors, including
the Company's valuation, the percentage of securities owned by management,
general market conditions, market acceptance of the Company's business, the
Company's financial performance, the Company's growth, profitability and price
earnings ratio compared to similar companies, and other factors. One of the
Company's directors and the CEO recently resigned in a dispute with the other
Board members which was reported on a Form 8-K. The remaining directors are of
the opinion that additional capital is necessary for the Company to execute it's
business plan and the retention of a significant percentage of the outstanding
shares by the resigning officer and director will be an impediment to such
financing.
The Reverse Split would decrease the number of shares of Old Common
Stock outstanding.
Many brokerage firms are reluctant to recommend lower-priced securities
to their clients and a variety of brokerage house policies and practices
currently tend to discourage individual brokers within firms from dealing in
lower-priced stocks. Some of those policies and practices pertain to the payment
of brokers' commissions and to time-consuming procedures that make the handling
of lower priced stocks unattractive to brokers from an economic standpoint. In
addition, the structure of trading commissions also tends to have an adverse
impact upon holders of lower priced stocks because the brokerage commission on a
sale of a lower priced stock generally represents a higher percentage of the
sales price than the commission on a relatively higher priced issue.
The Board of Directors believes that the Reverse Split, as part of a
larger plan of financing and recapitalization, is in the best interest of the
Company and its shareholders.
Exchange of Certificate and Elimination of Fractional Share Interests
On the Effective Date, each thirty shares of Old Common Stock will
automatically be combined and changed into one share of New Common Stock. No
additional action on the part of the Company or any shareholder will be required
in order to effect the Reverse Split. Shareholders will be requested to exchange
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their certificates representing shares of Old Common Stock held prior to the
Reverse Split for new certificates representing shares of New Common Stock.
Shareholders will be furnished the necessary materials and instructions to
effect such exchange promptly following the Effective Date. Certificates
representing shares of Old Common Stock subsequently presented for transfer will
not be transferred on the books and records of the Company but will be returned
to the tendering person for exchange. Shareholders should not submit any
certificates until requested to do so. In the event any certificate representing
shares of Old Common Stock is not presented for exchange upon request by the
Company, any dividends that may be declared after the Effective Date of the
Reverse Split with respect to the Common Stock represented by such certificate
will be withheld by the Company until such certificate has been properly
presented for exchange, at which time all such withheld dividends which have not
yet been paid to a public official pursuant to relevant abandoned property laws
will be paid to the holder thereof or his designee, without interest.
No fractional shares of New Common Stock will be issued to any
shareholder. Accordingly, shareholders of record who would otherwise be entitled
to receive fractional shares of New Common Stock, will, upon surrender of their
certificates representing shares of Old Common Stock, receive in lieu thereof an
additional share. Holders of less than thirty shares of Old Common Stock as a
result of the Reverse Split will on the Effective Date no longer be shareholders
of the Company.
Effect of the Reverse Split on Other Securities
As of the Record Date, there is $11,150 principal amount outstanding of
a 6% convertible subordinated debenture due June 30, 2003 (the "Debenture"), and
$100,000 principal amount outstanding of 18% Subordinated Notes due on October
1, 2002 (the "Notes"). The Debentures are convertible into Old Common Stock at
the rate of $.10 per share and the Notes are convertible into Old Common Stock
at the rate of $2.00 per share.
As a result of anti-dilution adjustment provisions contained in the
Debentures and Notes, the Reverse Split would change their respective conversion
prices to $3.00 and $60.00 per share of New Common Stock after the Reverse
Split.
The Board of Directors determines that it is in the Company's best
interest to provide the Debenture and Note holders with a larger stake in the
Company. Accordingly, the Company has agreed to waive the benefit of the
anti-dilution provision of the Debentures and fix the Conversion price at $.10,
after the Reverse Split. With respect to the Notes, the Company is presently in
discussions with the holders concerning the terms upon which the Notes may be
exchanged for equity securities in the Company after the Reverse Split. While no
agreement has been reached, it is anticipated that such exchange will permit the
Note holders to acquire shares of New Common Stock upon terms more favorable to
the Note holders than the $60.00 per share adjusted conversion price resulting
from the Reverse Split. Such price will not be as favorable to the Note holders
as the conversion price of $.03 (as adjusted for the Reverse Split) afforded to
the former holders of $7,300 principal amount of the Company's 5% convertible
debentures due December 31, 2002.
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Federal Income Tax Consequences of the Reverse Split
The combination of each thirty shares of the Old Common Stock into one
share of New Common Stock should be a tax-free transaction under the Internal
Revenue Code of 1986, as amended, and the holding period and tax basis of the
Old Common Stock will be transferred to the New Common Stock received in
exchange therefor.
Generally, cash received in lieu of fractional shares will be treated
as a sale of the fractional shares (although in unusual circumstances such cash
might possibly be deemed a dividend), and shareholders will recognize gain or
loss based upon the difference between the amount of cash received and the basis
in the surrendered fractional share.
This discussion should not be considered as tax or investment advice,
and the tax consequences of the Reverse Split may not be the same for all
shareholders. Shareholders should consult their own tax advisors to know their
individual Federal, state, local and foreign tax consequences.
Change in Authorized Capital Stock
The Board of Directors has approved an amendment to the Company's
Articles of Incorporation which would change the number of authorized shares of
Common Stock, and maintain the par value of $.0001 per share. The number of
authorized shares of Common Stock would be restored to 50,000,000 shares
following the Reverse Split.
Discussion of the Amendment
On the Record Date, there are 10,051,000 shares of Old Common Stock
outstanding which will be reduced to approximately 335,000 shares of New Common
Stock. In addition, the authorized Common Stock, absent the further amendment of
the Articles of Incorporation would have been reduced to 1,666,667. The Board of
Directors of the Company believes it will benefit the shareholders to have
additional unreserved common shares available for issuance in order that
adequate shares may be available for the possible issuance of Common Stock,
convertible Preferred Stock or convertible debt securities in connection with a
possible financing of the Company's business or an acquisition. Management has
previously disclosed acquiring private staffing companies in exchange, in part,
for equity securities of the Company. There is no definite agreement or
understanding for such an exchange at the present time.
Under the Company's Certificate of Incorporation, the Board of
Directors of the Company has authority to issue authorized and unissued shares
of Preferred Stock without obtaining approval from the holders of the Common
Stock. The holders of the Company's Common Stock and Preferred Stock do not have
preemptive rights. The Preferred Stock provisions give the Board of Directors
broad authority to issue shares of Preferred Stock in one or more series and to
determine such matters as the dividend rate and preference, voting rights,
conversion privileges, redemption provisions, liquidation preferences and other
rights of each series. Each share of Common Stock is entitled to one vote. The
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holders of any series of preferred stock issued in the future will be entitled
to such voting rights as may be specified by the Board of Directors.
Because of the broad powers granted to the Board of Directors to issue
shares of Preferred Stock and determine the rights, preferences and privileges
of the holders of such series, the board has the power to issue shares of
Preferred Stock in a manner which could be used as a defensive measure against a
hostile takeover or to keep the Board of Directors in power. However, the Board
of Directors has no present plans to issue shares for such purpose.
Approval Required
The approval of a majority of the outstanding stock entitled to vote
will be necessary to approve the proposed amendment. As discussed above, the
Company's Board of Directors, on the Record Date of the transaction, hold voting
authority for stock representing approximately 54% of the votes of the Company's
outstanding stock. They have executed written consents voting those shares in
favor of the proposed amendment. The Board of Directors does not intend to
solicit any proxies or consents from any other shareholders in connection with
this action.
AMENDMENT TO THE 2001 EQUITY INCENTIVE PLAN
General
Provisions of the Company's 2001 Equity Incentive Plan (the "Plan")
will reduce the number of shares of Common Stock available for grant under the
Plan from 3,000,000 shares of Old Common Stock to 100,000 shares of New Common
Stock as a result of the Reverse Split. The Board of Directors approved an
amendment (the "Plan Amendment") to the Company's Plan to order to restore the
number of shares of the Company's Common Stock issuable under the Plan to
3,000,000 shares of New Common Stock. In addition, the Board adopted an
amendment to the Plan which will permit the issuance of shares of Common Stock
for services or as a bonus for services without any contractual restrictions.
The Board of Directors believes the proposed Plan Amendment will aid the Company
in attracting, retaining and motivating key employees and certain consultants by
assuring the continuing availability of stock incentives in appropriate
circumstances.
Summary of Existing Plan
The Plan authorizes the granting of varying forms of stock incentive
awards ("Awards") to qualified officers, employees, directors, key employees and
third parties providing valuable services to the Company, e.g., independent
contractors, consultants and advisors to the Company. The Plan may be
administered by a committee appointed by the Board and consisting of two or more
members, each of whom must be Non-Employee Directors. A Non-Employee Director is
defined as a director who is not employed by the Company or its subsidiaries,
does not receive compensation from the Company or its subsidiaries other than as
a director, except for compensation in an amount less than $50,000, and is
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generally disinterested. The Plan is currently administered by the Board, who
determine the number of shares to be covered by an Award, the term and exercise
price, if any, of the Award and other terms and provisions of Awards. All
employees, officers and directors of, and consultants to, the company are
eligible to participate in the Plan. The Committee determines which persons
shall be granted options and other Awards, the extent of such grants and,
consistent with the Plan, the terms and conditions thereof.
The following is a general description of certain features of the Plan
after the Plan Amendment:
o Eligibility. Officers, other key employees and consultants of
the Company, its subsidiaries and its affiliates who are
responsible for the management, growth and profitability of
the business of the Company, its subsidiaries and its
affiliates are eligible to be granted stock options, stock
appreciation rights, and restricted or deferred stock awards
under the Plan. Directors are eligible to receive Director
Stock Options.
o Administration. The Plan is administered by the Stock Option
Committee of the Company, or if there is no such Committee,
the Board of Directors. The Stock Option Committee has full
power to select, from among the persons eligible for awards,
the individuals to whom awards will be granted, to make any
combination of awards to any participants and to determine the
specific terms of each grant, subject to the provisions of the
Incentive Plan.
o Stock Options. The Plan permits the granting of
non-transferable stock options that are intended to qualify as
incentive stock options ("ISO's") under section 422 of the
Internal Revenue Code of 1986 and stock options that do not so
qualify ("Non-Qualified Stock Options"). The option exercise
price for each share covered by an option shall be determined
by the Stock Option Committee but shall not be less than 100%
of the fair market value of a share on the date of grant. The
term of each option will be fixed by the Stock Option
Committee, but may not exceed 10 years from the date of the
grant in the case of an ISO or 10 years and two days from the
date of the grant in the case of a Non-Qualified Stock Option.
o Stock Appreciation Rights. Non-transferable stock appreciation
rights ("SAR's") may be granted in conjunction with options,
entitling the holder upon exercise to receive an amount in any
combination of cash or unrestricted Common Stock of the
Company (as determined by the Stock Option Committee), not
greater in value than the increase since the date of grant in
the value of the shares covered by such right. Each SAR will
terminate upon the termination of the related option.
o Restricted or Unrestricted Stock. Restricted or unrestricted
shares of the Common Stock may be awarded by the Stock Option
Committee subject to such conditions and restrictions as they
may determine, which may include the attainment of performance
goals. The Stock Option Committee shall also determine whether
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a recipient of restricted shares will pay a purchase price per
share or will receive such restricted shares without, any
payment in cash or property.
o Deferred Stock. Deferred stock awards may also be made under
the Plan. These are non-transferable awards entitling the
recipient to receive Common Stock of the Company without any
payment in cash or property in one or more installments at a
future date or dates, as determined by the Stock Option
Committee. Receipt of deferred stock may be conditioned on
such matters as the Stock Option Committee shall determine,
including continued employment or attainment of performance
goals.
o Loan Provisions. The Plan authorizes the Company, with the
consent of the Stock Option Committee, to make or arrange for
loans to employees in connection with the exercise of options
or the payment of any purchase price for restricted stock
granted under the Plan or the payment of Federal and State
income taxes resulting from the granting or exercising of
options or other awards under the Plan. The Stock Option
Committee has full authority to decide whether to make such
loans and to determine the term and provisions of any such
loans including interest charged and repayment terms.
o Transfer Restrictions. Grants under the Plan are not
transferable except, in the event of death, by will or by the
laws of descent and distribution.
o Termination of Benefits. In certain circumstances such as
death, disability, and termination without cause,
beneficiaries in the Plan may exercise Options, SAR's and
receive the benefits of restricted stock grants following
their termination or their employment or tenure as a Director
as the case may be.
o Amendment of the Plan. The Plan may be amended from time to
time by majority vote of the Board of Directors provided as
such amendment may affect outstanding options without the
consent of an option holder nor may the plan be amended to
increase the number of shares of Common Stock subject to the
Plan without stockholder approval.
As of April 17, 2002, there were no options to purchase shares of the
Company's Common Stock were outstanding under the Plan nor had any award been
made under the Plan.
Plan Amendment
As noted above, there would only be 100,000 shares of Common Stock
authorized for purposes of granting Awards under the Plan as a result of the
Reverse Split. The Board of Directors believes that having the ability to grant
additional Awards under the Plan will enable the Company to attract, retain and
motivate key employees and certain third parties. The Plan Amendment restores
the number of shares of Common Stock available under the Plan to 3,000,000 and
permits the issuance of unrestricted stock.
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The text of the Plan Amendment is set forth in full on Exhibit A to
this Information Statement, and the foregoing description is qualified in its
entirety by reference to Exhibit A.
Certain Federal Income Tax Matters
The tax consequences with respect to Awards are quite complex and
subject to change. Thus, the following discussion is general in nature and does
not purport to be complete. We recommend that each eligible participant contact
his, her or its advisor as to the potential tax consequence for them. Generally,
options granted under the Plan will not result in the recognition of income by
the recipient at the time of the grant. However, upon the exercise of an option,
the recipient will recognize ordinary income in an amount equal to the
difference between the exercise price and the fair market value of the Stock
purchased upon such exercise, and the Company will generally be entitled to a
deduction of a like amount. Recipients of restricted stock and deferred stock
will not ordinarily recognize income upon receipt of the Award absent an
election under the Code to recognize income upon the date of grant. Income will
be recognized in an amount equal to the difference between the purchase price of
the stock and the fair market value of the stock on the date of vesting (or
grant, if the above-referenced election has been made) , and the Company will
generally be entitled to a deduction of a like amount.
Approval Required
The approval of a majority of the outstanding stock entitled to vote
will be necessary to approve the proposed amendment. As discussed above, the
Company's Board of Directors and certain shareholders, on the Record Date of the
transaction, hold voting authority for stock representing approximately 67% of
the votes of the Company's outstanding stock. They have executed written
consents voting those shares in favor of the proposed amendment. The Board of
Directors does not intend to solicit any proxies or consents from any other
shareholders in connection with this action.
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AVAILABLE INFORMATION
We are subject to the information and reporting requirements of the
Exchange Act and in accordance therewith, are required to file reports, proxy
statements and other information with the Commission. The Registration
Statement, reports, proxy statements and other information filed by us with the
Commission, maybe inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional office of the Commission
located at CiticorpCenter, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material also can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. Such material may also be accessed electronically by
means of the Commission's home page on the Internet at http://www.sec.gov.
INCORPORATION BY REFERENCE
The following documents filed with the Commission by the Company are
hereby incorporated by reference into this Information Statement:
Form 10-KSB Annual Report for the year ended December 31, 2001.
Form 8-K Report dated March 18, 2002.
Form 8-K Report dated March 1, 2002.
OTHER MATTERS
The Board of Directors does not know of any other matters to be brought
before the meeting.
By Order of the Board of Directors
Cristino L. Perez
Secretary
May 6, 2002
15
Exhibit A
FIRST AMENDMENT TO THE 2001 EQUITY INCENTIVE PLAN
OF COLUMBIALUM STAFFING, INC.
The following is the first amendment to the 2001 Equity Incentive Plan
(the "Plan") of Columbialum Staffing, Inc. (the "Company"), dated as of ______,
2002.
WHEREAS, the following amendment to the Plan (the "Amendment") is
deemed to be in the best interest of the Company; and
WHEREAS, the Amendment has been duly approved unanimously by the Board
of Directors at a meeting duly held on _________, 2002 and by the affirmative
vote of the holders of the majority of the Company's outstanding common stock by
written consent on April 17, 2002;
NOW, THEREFORE, in accordance with Article IX of the Plan, the Plan is
hereby amended as follows, effective as of ______, 2002:
I. The first sentence of Section 4.2 is hereby amended in its entirety
to read as follows:
"The total number of shares of Stock set aside for Awards which may be
granted under the Plan shall be 3,000,000 , after giving effect to a thirty for
one reverse stock split effected on ________, 2002."
Any provision of the Plan which refers to or otherwise defines the
common stock of the Company shall be interpreted to refer to the Common Stock,
as its exists immediately after the effective date of the reverse split
described above.
II. Section 6.1 is hereby amended to read as follows:
"6.1 STOCK AWARDS. The Committee may issue shares of Stock to an
Eligible Person with or without restriction. If the Committee determines to
place restrictions on the Stock Award, then the Company will execute a
Restricted Stock Agreement. The Stock may be issued for no payment by the
Eligible Person or for a payment below the Fair Market Value on the date of
grant. Stock may be subject to restrictions as to sale, transfer, alienation,
pledge or other encumbrance and may be subject to vesting over a period of time
as specified in the Restricted Stock Agreement. If the shares are to be
restricted the Committee shall determine the period of vesting, the number of
shares, the price, if any, of Stock included in a Restricted Stock Award, and
the other terms and provisions which are included in a Restricted Stock
Agreement."
Except as otherwise amended by this Amendment, the Plan is hereby
ratified and approved, and shall continue in full force and effect.
1
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed on its behalf by its duly authorized officer as of the date first set
forth above.
COLUMBIALUM STAFFING, INC.
By: __________________________
Name: R. Gale Porter
Title: President
2