Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss.
240.14a-12
THE ENTITY, INC.
----------------------
(Name of Registrant as Specified In Its Charter)
Not Applicable
--------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- -----------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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THE ENTITY, INC.
7609 Ralston Road
Arvada, CO 80002
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
July _____, 2003
Dear Shareholder:
We cordially invite you to attend The Entity, Inc.'s Special Meeting of
Shareholders at 1:00 P.M. on July ____, 2003, at 7609 Ralston Road, Arvada, CO
80002. The President's Notice of Meeting and the accompanying Proxy describe the
business of the Special Meeting of Shareholders.
The enclosed Proxy statement is being furnished to shareholders of record
on ____________ of The Entity, Inc., a Colorado corporation, in connection with
the following proposals.
YOU ARE NOT REQUIRED TO SEND US A PROXY AND NO PROXY IS REQUESTED
The holders of a majority of a quorum of one third of the issued and
outstanding shares entitled to vote have indicated that they intend to vote in
favor of these proposals.
Proposal 1: To Authorize a change of the corporate name to a new name
in the discretion of the Board of Directors.
Proposal 2: To Authorize a reverse split of the common stock, one for
100, by which each 100 shares shall become one share. Fractional
shares will be issued.
Sincerely,
/s/ Sharon Carr
-------------------------
Sharon Carr, Secretary
2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14A PROMULGATED THERETO
THE ENTITY, INC.
SPECIAL MEETING OF SHAREHOLDERS
JULY ____, 2003
This Proxy Statement is being furnished to Shareholders of The Entity, Inc.
in connection with the Special Meeting of Shareholders (the "Meeting") to be
held on July ____, 2003 and at any adjournments thereof (the "Meeting"). The
Meeting will be held at 7609 Ralston Road, Arvada, CO 80002, at 1:00 P.M.
This Proxy Statement is first being mailed or given to Shareholders on or
about ____________________.
We are a Colorado corporation. We are a full-reporting 1934 Act company,
with our common stock quoted on the Over the Counter Bulletin Board (OTCBB).
Information about us can be found in our September 30, 2002 Annual Report filed
on Form 10-KSB. Additional information about us can be found in our public
filings that can be accessed electronically by means of the SEC's home page on
the Internet at http://www.sec.gov, or at other Internet sites such as
http://www.freeedgar.com, as well as by such other means from the offices of the
SEC.
WE ARE NOT ASKING YOU FOR A PROXY
YOU ARE NOT REQUESTED TO SEND US A PROXY
We are not soliciting proxies because the holders of more than 42% percent
of the shares entitled to vote have indicated that they intend to vote in favor
of these proposals. In light of the size of the holdings of these shareholders,
the current Board and management of the Company deems the likelihood of a
favorable vote on the proposals sufficient. Even if proxies were solicited, the
failure of the Proposals is deemed sufficiently remote that management is not
soliciting proxies. You may, however, mark and send the proxy attached hereto to
record your vote.
COSTS OF PROXY STATEMENT
We will pay the cost of preparing and sending out this proxy statement. It
will be sent to most shareholders via regular mail. A few will receive it by
personal delivery or facsimile.
VOTING
SHAREHOLDERS ENTITLED TO VOTE
Holders of record of common stock, at the close of business on the date of
mailing this proxy statement will be entitled to vote at the Special Meeting. As
of this date, __________________, 81,400,000 shares of common stock were issued
and outstanding. Each shareholder is entitled to one vote for each share of
common stock held by such shareholder. We have only the single class of stock,
namely our common stock.
3
QUORUM AND VOTE NECESSARY FOR APPORVALS.
One third of all shares entitled to vote constitutes a quorum to take the
actions proposed. A majority of shares present and voting is sufficient to
approve the proposal for a reverse split if the quorum is present. The holders
of 42% percent of the shares entitled to vote have indicated that they intend to
vote their __________________ shares in favor of these proposals in person or by
proxy.
PROXIES
In voting their Common Stock, stockholders may vote in favor of or against the
proposal to approve the proposals on the agenda or may abstain from voting.
Stockholders should specify their choice on the accompanying proxy card. All
properly executed proxy cards delivered pursuant to this solicitation and not
revoked will be voted at the Meeting in accordance with the directions given. If
no specific instruction are given with regard to the matter to be voted upon,
then the shares represented by a signed proxy card will be voted "FOR" the
approval of the Amendment and in the discretion of such proxies to any other
procedural matters which may properly come before the Meeting or any
adjournments thereof. All proxies delivered pursuant to this solicitation are
revocable at any time before they are voted at the option of the persons
executing them by (i) giving written notice to the Secretary of the Company,
(ii) by delivering a later dated proxy card, or (iii) by voting in person at the
Meeting. All written notices of revocation and other communications with respect
to revocations of proxies should be addressed to Sharon Carr, Secretary, The
Entity, Inc., 7609 Ralston Road, Arvada, CO 80002.
IF THEY WISH TO VOTE, HOLDERS OF COMMON STOCK ARE REQUIRED TO COMPLETE,
DATE, AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY TO THE COMPANY
IN THE ACCOMPANYING ENVELOPE.
The person named as proxy is Sharon Carr, secretary of the Company.
In addition to the solicitation of proxies by mail, the Company, through
its directors, officers, and employees, may solicit proxies from stockholders
personally or by telephone or other forms of communication. The Company will not
reimburse anyone for reasonable out-of-pocket costs and expenses incurred in the
solicitation of proxies. The Company also will request brokerage houses,
nominees, fiduciaries, and other custodians to forward soliciting materials to
beneficial owners, and the Company will reimburse such persons for their
reasonable expenses incurred in doing so. All expenses incurred in connection
with the solicitation of proxies will be borne by the Company.
INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON
No officer or director or principal shareholder has a substantial or
material interest in the favorable action on these proposals.
4
PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION AND
CHANGES IN CORPORATE CAPITALIZATION
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Proposal 1: To Authorize a change of the corporate name, to a new name in
the discretion of the Board of Directors.
- --------------------------------------------------------------------------------
Proposal 1:
We are asking shareholders to authorize a change in the name of this
corporation to a new name in the discretion of the Board of Directors. This
requires an amendment to our Articles of Incorporation.
We believe that the name change in our Articles of Incorporation are in the
best interest of our corporation, to create a name which is not related to a
defunct business attempt.
Proposal 2:
PROPOSED REVERSE SPLIT OF COMMON STOCK ISSUED AND OUTSTANDING
- --------------------------------------------------------------------------------
Proposal 2: To Authorize a reverse split of the common stock on a one for 100
basis, by which each 100 shares shall become one share. Fractional shares will
be issued.
- --------------------------------------------------------------------------------
We are asking shareholders to approval a pro-rata reverse split of our
common stock, by which each 100 shares would become one share. We will issue
fractional shares. The effective date of the reverse split will be ten days
following the date of the meeting.
We believe the recent per share price of the common stock has had a
negative effect on the marketability of the existing shares, the amount and
percentage of transaction costs paid by individual stockholders, and the
potential ability of the Company to raise capital by issuing new shares.
We believe that reverse split will be advantageous to us and to all
shareholders, because it may provide the opportunity for higher share prices
based upon fewer shares. It is also a factor that most brokerage houses do not
permit or favor lower-priced stocks to be used as collateral for margin
accounts. Certain polices and practices of the securities industry may tent to
discourage individual brokers within those firms from dealing in lower-priced
stocks. Some of those polices and practices involve time-consuming procedures
that make the handling of lower priced stocks economically unattractive. The
brokerage commissions on the purchase or sale of lower priced stocks may also
represent a higher percentage of the price than the brokerage commission on
higher priced stocks.
5
As a general rule, potential investors who might consider making
investments in our company will refuse to do so when the company has a large
number of shares issued and outstanding with no equity. In other words, the
"dilution" which new investors would suffer would discourage them from
investing, as general rule of experience. A reduction in the total outstanding
shares may, without any assurance, make our capitalization structure more
attractive.
While our acceptability for ultimate listing on one of the NASDAQ markets
is presently remote, we believe that it is in the interests of our company to
adjust our capital structure in the direction of conformity with the NASDAQ
structural requirements. At the current date, even with the proposed changes we
would not meet NASDAQ criteria. NASDAQ requirements change constantly. There is
no assurance that the proposed changes with meet NASDAQ requirements when, and
if, we are otherwise qualified. There is no assurance that we will qualify for
NASDAQ.
Once the reverse split has occurred, the Company may then be better
structured to seek equity financing, because investors shy away from the very
high dilution which would occur if an investment were made in the current
structure.
TABLE SHOWING EFFECT OF REVERSE SPLIT ONE FOR 100
Shares Pre-Reverse Post Reverse shares
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100 1
200 2
300 3
400 4
500 5
600 6
700 7
800 8
900 9
1000 10
2000 20
3000 30
4000 40
5000 50
10,000 100
20,000 200
50,000 500
100,000 1000
There is no assurance that any effect of the price of our stock will
result, or that the market price for our common stock, immediately or shortly
after the proposed changes, if approved, will rise, or that any rise which may
occur will be sustained. Market conditions obey their own changes in investor
attitudes and external conditions. We are proposing the steps we deem best
calculation to meet the market attractively. We cannot control the markets
reaction.
6
Dissenting shareholders have no appraisal rights under Colorado law or
pursuant to our constituent documents of incorporation or bylaws, in connection
with the proposed reverse split.
Fractional Shares. Colorado Statutes provide that a corporation may:
(a) Issue fractions of a share or pay in cash the value of fractions of a
share;
(b) Arrange for disposition of fractional shares by the shareholders...
It further provides the holder of a fractional share is entitled to
exercise the rights of a shareholder, including the right to vote, to receive
dividends, and to participate in the assets of the corporation upon liquidation.
The Company has no present intent to pay fractional shareholders the value nor
to arrange any disposition of fractional shares.
Effectively, there is no market for fractional shares in the OTCBB market
or the "Pink Sheets" market where the Company may currently be traded. An owner
of fractional shares must consider them illiquid and unmarketable.
SPECIAL MEETING OF SHAREHOLDERS
At the date of this proxy statement, no other matter will presented for
action at the special meeting. Only those matters proposed as discussed will be
voted on at the meeting. Shareholders may propose matters to be presented at
shareholder meetings and also nominate directors. Shareholder proposals must
conform to the standards set out by the Securities Exchange Commission and must
be received at our principal offices on or before, November 30, 2003, in order
to be included in future proxy materials, if any, or presentation at our next
annual meeting of shareholders, anticipated in early March, 2004.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP
As of the call date of the meeting, _____________________, the total number
of common shares outstanding and entitled to vote was 81,400,000.
The holders of such shares are entitled to one vote for each share being
held on the record date. There is no cumulative voting on any matter on the
agenda of this meeting. No additional shares will be issued subsequent to call
date and prior to meeting.
REPORT AVAILABLE
Shareholders may obtain a copy of our most current annual report and later
filings without charge, by writing us at 7609 Ralston Road, Arvada, CO 80002.
7
BIOGRAPHICAL INFORMATION
Larry M. Carr, age 63, has been President and Director of the Company since
1997. He attended Loyola University from 1961-63 and 1967-68 and attended Tarkio
College from 1963-64. From 1989 to the present, he has been CEO and principal of
Nursefinders Management Corporation From 1996 to the present, he has been CEO
and principal of Computerized Healthcare Management Services, LLC. He has been
Chairman of the Board of Northwest National Bank of Arlington since 1996. He has
been Chairman of the Board of VSI Enterprises, Inc., a public company, since
1994.
Sharon R. Carr, age 64, has been Secretary and Director since 1997. She
received a Bachelors Degree from the University of Miami in 1965 and a Masters
Degree from Roosevelt University in 1971. From 1989 to the present, she has been
a Director and principal in Nursefinders Management Corporation and Computerized
Healthcare Management Services, LLC.
Christine Sanders, age 48, has been a Director since 1997. She received a
BSN from Marquette University in 1982. From 1995 to the present, she has been
President and COO of Nursefinders Management Corporation. From 1996 to the
present, she has been President of Computerized Healthcare Management Services,
LLC. From 1988 to the present, she has been Regional Vice President and Regional
Director of Nursefinders, Inc.
Management will devote part time to the operations of the Company, and
any time spent will be devoted to screening and assessing and, if warranted,
negotiating to acquire business opportunities.
Executive Compensation
- -----------------------
The Company accrued $0 compensation to the executive officers as a
group for services rendered to the Company in all capacities during the 2002
fiscal year. No one executive officer received, or has accrued for his benefit,
in excess of $60,000 for the year. No cash bonuses were or are to be paid to
such persons.
The Company does not have any employee incentive stock option plans.
8
There are no plans pursuant to which cash or non-cash compensation was
paid or distributed during the last fiscal year, or is proposed to be paid or
distributed in the future, to the executive officers of the Company. No other
compensation not described above was paid or distributed during the last fiscal
year to the executive officers of the Company. There are no compensatory plans
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination
of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.
SUMMARY COMPENSATION TABLE OF EXECUTIVES
Fiscal Annual Compensation Awards
Name & Principal Year Salary Bonus Other Annual Restricted Securities
Position ($) ($) Compensation Stock Underlying
($) Award(s) Options/
($) SARS (#)
- ---------------------------------------------------------------------------------------------------------------------------
Larry Carr,
President 2000 $0 0 0 0 0
2001 $0 0 0 0 0
2002 $0 0 0 0 0
Sharon Carr
Secretary 2000 $0 0 0 0 0
2001 $0 0 0 0 0
2002 $0 0 0 0 0
Christine Saunders,
Vice President 2000 $0 0 0 0 0
2001 $0 0 0 0 0
2002 $0 0 0 0 0
- ----------------------------------- ------------------------ ----------------------------------- ----------------
9
Directors' Compensation
Name Annual Meeting Consulting Number Number of
Retainer Fees ($) Fees/Other of Securities
Fee($) Fees ($) Shares Underlying
(#) Options
SARS (#)
- ---------------------------------------------------------------------------------------------------------------------------
A. Director, Larry Carr $0 $0 0 0 0
B. Director, Sharon Carr $0 $0 0 0 0
C. Director, Christine Saunders $0 $0 0 0 0
- ----------------------------------------------------------------- ---------------- --------------------------------
Option/SAR Grants Table (None)
Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
value (None)
Long Term Incentive Plans - Awards in Last Fiscal Year (None)
No officer or director has received any other remuneration in the two
year period prior to the filing of this registration statement. There is no
current plan in existence, to pay or accrue compensation to its officers and
directors for services related to seeking business opportunities and completing
a merger or acquisition transaction. See "Certain Relationships and Related
Transactions." The Company has no stock option, retirement, pension, or
profit-sharing programs for the benefit of directors, officers or other
employees, but the Board of Directors may recommend adoption of one or more such
programs in the future.
Option/SAR Grants Table
Name Number of Securities % of Total Exercise Expiration
Underlying Options/SARs or Price Date
Options/SARs Granted to Employees ($/Sh)
Granted (#) in Fiscal Year
- --------------------------------------------------------------------------------------------------------------------
None 0 0 0 0
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR value
Name Shares Value Number of Securities Value of Unexercised
Acquired Realized Underlying In the Money
on ($) Unexercised Options/SARs at FY-
Exercise Options/SARs at FY- End ($) Exercisable/
(#) End (#) Exercisable/ Unexercisable
Unexercisable
- ---------------------------------------------------------------------------------------------------------------------
None 0 0 0 0
10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
The Company has 81,400,000 shares of common stock issued and outstanding as
of July 1, 2003. There are no shares of preferred stock issued and outstanding
as of July 1, 2003. The table below sets forth certain information with respect
to the common stock beneficially owned by (i) each Director, nominee and
executive officer of the Company; (i) each person who owns beneficially more
than 5% of the common stock; and (iii) all Directors, nominees and executive
officers as a group.
OFFICERS, DIRECTORS AND BENEFICIAL OWNERS, AS OF JULY 1, 2003
- --------------------------------------------------------------------------------
Name and Address of Amount and Nature
Beneficial Owner of Beneficial Ownership (1) Percentage of Class
- --------------------------------------------------------------------------------
Larry Carr
President and Director
7609 Ralston Road
Arvada, CO 80002 34,574,000 42%
Sharon Carr
Secretary & Director
7609 Ralston Road
Arvada, CO 80002 34,574,000 42%
Christine Saunders
Vice President & Director
7609 Ralston Road
Arvada, CO 80002 0 0%
All directors and executive
officers as a group (3 persons) 34,574,000 42%
Notes to the table:
Unless otherwise indicated, the persons named in the table have sole voting
and investment power with respect to all shares of common stock shown as
beneficially owned by them.
Sharon Carr and Larry Carr are husband and wife.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT
Under Section 16 of the Securities Exchange Act 1934, the Company's
directors and executive officers and persons holding more than 10% of its common
stock are required to report their initial ownership of common stock and
subsequent changes to that ownership to the Securities and Exchange Commission
by specified due dates. To the Company's knowledge all of these filing
requirements were satisfied.
11
OTHER AND GENERAL INFORMATION.
Our Annual Report on Form 10-KSB, for the year ended September 30, 2002,
including audited financial statements as of that date, is available from us on
request. Further information is available by request or can be accessed on the
Internet. We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files annual and quarterly reports, proxy statements and other
information with the Securities Exchange Commission (the "SEC"). Reports, proxy
statements and other information filed by GTMR can be accessed electronically by
means of the SEC's home page on the Internet at http://www.sec.gov or at other
Internet sites such as http://www.freeedgar.com or http://www.pinksheets.com.
You can read and copy any materials that we file with the SEC at the SEC'S
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. A copy
of any public filing is also available, at no charge, from the Company.
THE ENTITY, INC.
Dated: July 1, 2003
By the order of the Board of Directors
/s/ Sharon Carr
-----------------------
Sharon Carr, Secretary
12
BALLOT
- --------------------------------------------------------------------------------
THE ENTITY, INC.
7609 RALSTON ROAD
ARVADA, CO 80002
PROXY FOR SPECIAL MEETING OF
STOCKHOLDERS, JULY ____, 2003
The undersigned hereby appoints Sharon Carr proxy, with full power of
substitution, for and in the name or names of the undersigned, to vote all
shares of Common Stock of Drucker, Inc. held of record by the undersigned at the
Special Meeting of Stockholders to be held on July ____, 2003, at 1:00 p.m., at
7609 Ralston Road, Arvada, CO 80002, and at any adjournment thereof, upon the
matters described in the accompanying Notice of Special Meeting and Proxy
Statement, receipt of which is hereby acknowledged, and upon any other business
that may properly come before, and matters incident to the conduct of, the
meeting or any adjournment thereof. Said person is directed to vote on the
matters described in the Notice of Special Meeting and Proxy Statement as
follows, and otherwise in their discretion upon such other business as may
properly come before, and matters incident to the conduct of, the meeting and
any adjournment thereof.
1. To change the name of the corporation to a name to be determined by the Board
of Directors.
[_] FOR [_] AGAINST [_] ABSTAIN
2. To authorize a reverse split of the common stock on a one for 100 basis, by
which each 100 shares shall become one share. Fractional shares will be issued.
[_] FOR [_] AGAINST [_] ABSTAIN
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU MAY SIGN AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL
BE VOTED "FOR" THE STATED PROPOSALS.
----------------------------------------
Signature of Stockholder
----------------------------------------
Signature if held jointly
Dated: __________________________, 2003
IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.