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
Filed by Registrant [X]
Filed by Party other than the Registrant [ ]
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
SNELLING TRAVEL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] 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:
(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
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] 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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(4) Date Filed:
SNELLING TRAVEL, INC.
4636 Village Drive
Fernandina, Florida
(904) 261-7711
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To Our Stockholders:
The purpose of this letter is to inform you that we intend to take the
following action by written consent of our stockholders:
1. To amend our Articles of Incorporation to change the name of the
corporation to "Global Vision, Inc.";
3. To adopt and approve the Agreement and Plan of Reorganization, entered
into between the company, Global Vision, Inc. and shareholders of Global Vision,
Inc.; and
5. Adopt the appointment of Jack Chang as Chairman of the company.
Holders of a majority of our outstanding common stock owning approximately
65.4% of the outstanding shares of our Common Stock (the "Majority
Stockholders"),have executed a written consent in favor of the actions described
above. This consent will satisfy the stockholder approval requirement for the
proposed action and allows us to take the proposed action on or after August
30,2002.
WE ARE NOT ASKING FOR YOUR PROXY. Because the written consent of the
Majority Stockholders satisfies any applicable stockholder voting requirement of
the Nevada General Corporation Law and our Articles of Incorporation and
By-Laws, we are not asking for a proxy and you are not requested to send one.
The accompanying Information Statement is for information purposes only and
explains the terms of the amendment to our Amended Articles of Incorporation,
the adoption of the Agreement and Plan of Reorganization and the appoint of a
new chairman and board of directors. Please read the accompanying Information
Statement carefully.
By Order of the Board of Directors,
/s/ Greg J. Simonds
----------------------------
Greg J. Simonds
Chief Executive Officer
August 20, 2002
SNELLING TRAVEL, INC.
4636 Village Drive
Fernandina, Florida
(904) 261-7711
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INFORMATION STATEMENT
August 20, 2002
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is being mailed on or about August 20, 2002 to
the stockholders of record of SNELLING TRAVEL, INC. (the "Company") at the close
of business on August 8, 2002 (the "Record Date"). This Information Statement
is being sent to you for information purposes only. No action is requested on
your part.
This Information Statement is being furnished to our stockholders to inform
you of the adoption of resolutions by written consent by the holders of a
majority of the outstanding shares of our common stock, par value $.01 (the
"Common Stock"). The resolutions adopted by such holders of a majority of the
outstanding Common Stock (the "Majority Stockholders") give us the authority to
take the following actions (collectively, the "Stockholder Resolutions"):
1. To amend our Articles of Incorporation to change the name of the
corporation to "Global Vision, Inc.";
2. To adopt and approve the Agreement and Plan of Reorganization, entered
into between the company and Global Vision, Inc.; and
5. Adopt the appointment of Jack Chang as Chairman of the company.
The board of directors of the Company (the "Board of Directors") has
adopted resolutions authorizing: (a) To amend our Articles of Incorporation to
change the name of the corporation to "Global Vision, Inc."; (b) To adopt and
approve the Agreement and Plan of Reorganization, entered into between the
company and Global Vision, Inc.; and (e) Adopt the appointment of Jack Chang as
Chairman of the company.
As of the close of business on August 8, 2002, we had an aggregate of
442,500 shares of Common Stock outstanding and no shares of Preferred Stock
outstanding. Each outstanding share, regardless of class or series is entitled
to one vote per share.
The affirmative consent of the holders of a majority of the issued and
outstanding shares of Common Stock is necessary to approve each of the
Stockholder Resolutions in the absence of a meeting of stockholders. The
Majority Stockholders are the beneficial owners of approximately 65.4% of our
outstanding shares of Common Stock. Accordingly, the requisite stockholder
approval of each of the Stockholder Resolutions was obtained by the execution of
the Majority Stockholders' written consents in favor of such actions, allowing
us to take such actions on or after August 29, 2002.
RESOLUTION #1
CHANGE OF THE COMPANY'S NAME
GENERAL
Article I of our Articles of Incorporation currently provides that the name
of the Company is "SNELLING TRAVEL, INC." We have proposed an amendment,
substantially in the form annexed to this Information Statement as Exhibit 3(i)
(the "Articles of Amendment"), which provides for, among other things, a change
in the name of the Company to "Global Vision, Inc."
CONSENT REQUIRED
Approval of the Amendment to the Articles requires the consent of the
holders of a majority of the outstanding shares of our Common Stock, as of the
Record Date. The Majority Stockholders, who beneficially own approximately 65.4%
of the outstanding shares of our Common Stock as of the Record Date, have given
their consent to this amendment and accordingly, the requisite stockholder
approval of the Articles of Amendment was obtained by the execution of the
Majority Stockholders' written consent in favor of the Articles of Amendment.
PURPOSE
The Articles Amendment is necessary to allow us to abide by certain terms
and conditions of that certain Agreement and Plan of Reorganization, dated
August 1, 2002 by and among the Company, Global Vision, Inc. a Delaware
corporation and certain selling stockholders of Global Vision, Inc.
RESOLUTION #2
GENERAL
The Board of Directors deemed it in the best interests of the Company to
adopt and approve the Agreement and Plan of Reorganization entered into by and
among the company, Global Vision, Inc. and the Global Vision, Inc. shareholders.
CONSENT REQUIRED
Ratification of the Agreement and Plan of Reorganization requires the
consent of the holders of a majority of the outstanding shares of our Common
Stock entitled to vote at any annual meeting of stockholders as of the Record
Date. The Majority Stockholders, who beneficially own approximately 65.4% of the
outstanding shares of our Common Stock as of the Record Date, have given their
consent to ratify the agreement and accordingly, the requisite stockholder
approval was obtained by the execution of the Majority Stockholders' written
consent in favor of such appointment.
PURPOSE
The Board of Directors deemed it in the best interests of the Company to
ratify the Agreement and Plan of Reorganization entered into by and among the
company, Global Vision, Inc. and the Global Vision, Inc. shareholders.
RESOLUTION #3
GENERAL
The Board of Directors deemed it in the best interests of the Company to
appoint Jack Chang as Chairman of the company, to serve until the next annual
meeting of the company.
CONSENT REQUIRED
Ratification of the appointment of Jack Chang as Chairman of the company
requires the consent of the holders of a majority of the outstanding shares of
our Common Stock entitled to vote at any annual meeting of stockholders as of
the Record Date. The Majority Stockholders, who beneficially own approximately
65.4% of the outstanding shares of our Common Stock as of the Record Date, have
given their consent to ratify this appointment and accordingly, the requisite
stockholder approval was obtained by the execution of the Majority Stockholders'
written consent in favor of such appointment.
PURPOSE
The Board of Directors deemed it in the best interests of the Company to
appoint Jack Chang as Chairman of the company, to serve until the next annual
meeting of the company.
DESCRIPTION OF COMMON STOCK
All outstanding shares of Common Stock are fully paid and non-assessable.
Each share of the outstanding Common Stock is entitled to participate equally in
dividends as and when declared by the Board of Directors and is entitled to
participate equally in any distribution of net assets made to the stockholders
upon our liquidation. There are no redemption, sinking fund, conversion or
preemptive rights with respect to the shares of Common Stock. All shares of
Common Stock have equal rights and preferences. The holders of Common Stock are
entitled to one vote for each share held of record on all matters voted upon by
stockholders and may cumulate votes for the election of directors.
DESCRIPTION OF PREFERRED STOCK
There are no shares of Preferred Stock issued or outstanding and no rights
thereto have been fixed by the Board of Directors.
OWNERSHIP OF COMPANY STOCK
COMMON STOCK
The following table sets forth information regarding the number of shares
of the Common Stock beneficially owned on August 8, 2002, by: (i) each person
who is known by the Company to beneficially own 5.0% or more of the Common
Stock; (ii) each of the Company's directors and executive officers; and (iii)
all of the Company's directors and executive officers as a group. Except as
otherwise set forth below, the business address of each of the persons listed
below is c/o the Company: 4636 Village Drive Fernandina, Florida (904) 261-7711
Amount and Nature
Title of Class Name of Beneficial of Beneficial
Owner Ownership Percent of Class
- -------------- ------------------- ------------------ ----------------
Common Stock Brian Mallon 145,000 32.7%
- -------------- ------------------- ------------------ ----------------
Common Stock Rollins Snelling(1) 145,000 32.7%
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All Directors and
Executive Officers
(1 person) 145,000 32.7%
__________
(1) Mr. Snelling is the President and a Director of the registrant.
PREFERRED STOCK
As of August 8, 2002, no shares of Preferred Stock were issued and
outstanding.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
To the knowledge of the Company, no person who has been a director or
officer of the Company at any time since the beginning of the Company's last
fiscal year or any associate of any of such person has any direct or indirect
substantial interest, by security holdings or otherwise in any matter to be
acted upon, as set forth in this Information Statement.
INCORPORATION OF FINANCIAL INFORMATION
Our Annual Report on Form 10-KSB for the fiscal year ended December 31,
2001 as filed with the Securities and Exchange Commission on April 15, 2002
(Commission File No. 0-26461) is incorporated in its entirety by reference into
this Information Statement.
As the requisite stockholder vote for the Stockholder Resolutions, as
described in this Information Statement was obtained upon the delivery of the
written consent of Majority Stockholders, WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY. This Information Statement is for
informational purposes only. Please read this Information Statement carefully.
By Order of the Board of Directors
/s/ Greg J. Simonds
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Greg J. Simonds
Chief Executive Officer
August 20, 2002