UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 14a-12
Federal Security Protection Services, INC.
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(Name of Registrant as Specified in Its Charter)
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FEDERAL SECURITY PROTECTION SERVICES, INC.
4255 South Bannock Street
Englewood, Colorado 80110
PROXY STATEMENT AND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 15, 2005
To our Shareholders:
You are cordially invited to attend a Special Meeting of the Shareholders of
Federal Security Protection Services, Inc. (the "Company"). The
Special Meeting will be held at the Law Office of Michael J. Tauger at
5445 DTC Parkway, Suite 520, Greenwood Village, Colorado 80111 at
10:00 a.m. on June 15, 2005, or at any adjournment or postponement
thereof, for the following purposes:
1. To consider and vote upon an amendment to the Company's Certificate of
Incorporation to change the name of the Company to "Platina Energy
Group, Inc."
2. To consider and vote upon approval of the establishment of the 2005 Stock
Option Plan for the benefit of certain officers, directors, employees and
advisors of the Company (the "2005 Stock Option Plan").
3. To transact such other business as may properly come before the meeting.
Details relating to the above matters are set forth in the attached Proxy
Statement. All Shareholders of record of the Company as of the close of
business on March 28, 2005 will be entitled to notice of and to vote at
such meeting or at any adjournment or postponement thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT
PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN
THE ENCLOSED PROXY. A REPLY CARD IS ENCLOSED FOR YOUR CONVENIENCE. THE GIVING
OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE
MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
Blair Merriam, President
May 9, 2005
PROXY STATEMENT
FEDERAL SECURITY PROTECTION SERVICES, INC.
4255 South Bannock Street
Englewood, Colorado 80110
Telephone: (303) 881-2604
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 15, 2005
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Federal Security Protection Services,
Inc. (referred to as the "Company", "we", "our" or "us"), a Delaware
corporation, for use at our Special Meeting of Shareholders of the
Company ("Special Meeting") to be held at the Law Office of Michael J.
Tauger at 5445 DTC Parkway, Suite 520, Greenwood Village, Colorado 80111
at 10:00 a.m. on June 15, 2005, or at any adjournment or postponement
thereof. The Notice of Special Meeting, this Proxy Statement and the
accompanying proxy card are being mailed to our Shareholders on or about
May 9, 2005. The shares represented by all proxies that are properly
executed and submitted will be voted at the meeting in accordance with the
instructions indicated thereon. Approval of the proposal to amend our
Certificate of Incorporation requires the affirmative vote of the holders
of a majority of the Company's issued and outstanding shares and approval
of the proposal to approve the Company's 2005 Stock Option Plan requires the
affirmative vote of a majority of the shares represented at the Special
Meeting and entitled to vote on such matter. The presence in person or by
proxy of Shareholders owning one-third of the issued and outstanding shares
of Common Stock constitutes a quorum for the Special Meeting. Abstentions and
broker non-votes will be treated as a "no" vote for purposes of determining
whether approval of the proposal has been obtained.
Any Shareholders giving a proxy may revoke it at any time before it is
exercised by delivering written notice of such revocation to us, by
substituting a new proxy executed at a later date, or by requesting, in
person, at the Special Meeting, that the proxy be returned.
All of the expenses involved in preparing, assembling and mailing this Proxy
Statement and the materials enclosed herewith and all costs of soliciting
proxies will be paid by the Company. In addition to the solicitation by mail,
proxies may be solicited by officers and regular employees of the Company by
telephone, facsimile or personal interview. Such persons will receive no
compensation for their services other than their regular salaries.
Arrangements will also be made with brokerage houses and other custodians,
nominees and fiduciaries to forward solicitation materials to the beneficial
owners of the shares held of record by such persons, and we may reimburse such
persons for reasonable out of pocket expenses incurred by them in so doing.
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
The close of business on March 28, 2005 has been fixed by our Board of
Directors as the record date (the "record date") for the determination of
Shareholders entitled to notice of and to vote at the Special Meeting. On the
record date, there were outstanding 12,711,731 shares of Common Stock, each
share of which entitles the holder thereof to one vote on each matter which
may come before the Special Meeting.
The holders of one-third of the outstanding shares of Common Stock, whether
present in person or represented by proxy, will constitute a quorum for
purposes of the proposal to change our name to Platina Energy Group, Inc. and
to approve our 2005 Stock Option Plan and any other matters that may come
before the meeting.
Broker "non-votes" and the shares as to which a stockholder abstains from
voting are included for purposes of determining whether a quorum of shares
is present at a meeting. A broker "non-vote" occurs when a nominee holding
shares for a beneficial owner does not vote on a particular proposal, because
the nominee does not have discretionary voting power with respect to that item
and has not received instructions from the beneficial owner.
The affirmative vote of a majority of our issued and outstanding shares of
common stock are required to approve the amendment to our Certificate of
Incorporation to change our name to Platina Energy Group, Inc. and the
affirmative votes must exceed the negative votes cast by holders of Common
Stock at the Shareholders' meeting to approve the proposal to approve our
2005 Stock Option Plan. In tabulating the votes on the proposal, abstentions
and broker non-votes will be treated as shares that are present but that have
not been voted and accordingly are not included in determining whether the
proposal is approved.
THE COMPANY
Federal Security Protection Services, Inc. was formed in Delaware in January
1988 as Windom, Inc., in January 1997 merged with New York Bagel Exchange,
Inc. and after reorganization, operated as New York Bagel Exchange, Inc. In
January 1999, we changed our name to Web4boats.com, Inc. and pursued plans to
develop a commercial Web site for the marine industry but due to the lack of
funding, ceased these operations and changed our name to Federal Security
Protection Services, Inc. in November 2001 and sought suitable candidates to
acquire in the field of security. In September 2002 the Company acquired all
of the issued and outstanding shares of Iris Broadband, Inc. which transaction
was reversed in June 2003. In March 2005 we entered into an Asset Purchase
Agreement with Permian Energy Services, L.P. to acquire certain assets
relating to the marketing of various patented thermal pulse units ("TPU") to
the oil and gas industry and to acquire certain intellectual property
regarding TPU applications for oil recovery from wells and for acid gas
re-injection. Upon the acquisition of these assets, we intend to market the
TPUs and their applications to the oil and gas industry and to engage in other
aspects of the oil and gas industry that our directors believe may be
profitable for us.
We have no trademarks, licenses, franchises, concessions, royalty agreements
or labor contracts, except that in April 2005 we purchased from Permian Energy
Services, L.P. and were assigned the rights and assumed the obligations
through our wholly-owned subsidiary, Permian Energy International ("Permian"),
of the following agreements:
1. Exclusive Marketing Representative Agreement dated September 30, 2004
between Permian Energy Services, L.P. and Bi-Comp, L.L.C.
2. Joint Venture Partnership Agreement dated December 1, 2004 between Permian
Energy Services, L.P. and Daystar Oil & Gas Corporation.
3. Letter Agreement dated December 24, 2004 between Permian Energy Services,
L.P. and Wyoming Energy Corporation.
4. Verbal licensing, use and distribution agreement between Permian Energy
Services, L.P. and Penney Resources, LLC regarding the "Penney Pump".
The assumed contracts primarily provide for Permian to market thermal pulse
units ("TPU") and the "Penney Pump" through licensing and distribution
agreements with Bi-Comp, L.L.C. and Penney Resources, LLC, respectively,
to the oil and gas industry.
The TPU technology that is patent pending combines conventional compression
and pumping in an unconventional manner and utilizes "off the shelf"
components to enhance the production of oil and gas and to recover heavy
oil by a unique process of injecting inert gases to deliver solvents, steam
and chemicals into a reservoir on an ongoing basis.
The "Penney Pump" is a unique pump design that eliminates gas locking and
has the ability to cut paraffin in the recovery of oil and gas and will be
marketed in conjunction with the TPU program.
To date, we have not begun marketing the Thermal Pulse Units or the Penney
Pump but intend to do so in our present fiscal quarter. It is intended that
Bi-Comp, L.L.C. will produce the TPU and that Penney Resources, LLC will
produce the "Penney Pump" and that for the foreseeable future we will not
directly engage in any manufacturing.
We have no contracts with the United States government. The Company has no
dependence upon a single customer, or a few customers. We have not engaged in
any research and development activities during the past two fiscal years
except for minimal testing of the TPU technology. We have not incurred
expenditures in connection with compliance with governmental provisions
relating to the environment.
At the present, Blair Merriam and Daniel Thornton, officers and directors
of the Company, act as the only employees of the Company.
PROPOSAL 1: AUTHORIZE AN AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO CHANGE OUR NAME TO PLATINA ENERGY GROUP, INC.
Proposed Amendment to Certificate of Incorporation
The Board of Directors has adopted resolutions setting forth the proposed
amendment to Article I of the Company's Certificate of Incorporation (the
"Amendment"), the advisability of the Amendment, and a call for submission
of the Amendment for approval by the Company's Shareholders at a Special
Meeting of Shareholders. The following is the text of the Amendment to
Article I of the Certificate of Incorporation of the Company, as proposed
to be amended:
"The name of the Corporation is Platina Energy Group, Inc."
Purpose and Effect of Proposed Amendment
The authorization of the proposed amendment to our Certificate of
Incorporation would result in a name that more accurately reflects our
proposed business in the oil and gas industry.
Vote Required
If a quorum is present, the affirmative vote of a majority of the issued and
outstanding shares of our common stock will be required for approval of the
Amendment.
THE BOARD OF DIRECTORS AND MANAGEMENT UNANIMOUSLY RECOMMEND THAT YOU VOTE
"FOR" THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO AUTHORIZE
THE COMPANY TO CHANGE ITS NAME TO PLATINA ENERGY GROUP, INC.
PROPOSAL 2: APPROVE THE ESTABLISHMENT
OF THE 2005 STOCK OPTION PLAN
On March 25, 2005, the Board of Directors adopted and approved, subject to
shareholder approval, the 2005 Stock Option Plan (the "2005 Plan"). The
purpose of the 2005 Plan is to encourage ownership of the Common Stock of the
Company by certain officers, directors, employees and advisors of the Company
or any subsidiary of the Company in order to provide additional incentive for
such persons to promote the success and the business of the Company or its
subsidiaries and to encourage them to remain in the employ of the Company or
its subsidiaries by providing such persons an opportunity to benefit from any
appreciation of the Common Stock of the Company through the issuance of stock
options to such persons in accordance with the terms of the 2005 Plan. The
Board of Directors believes that the best interests of the Company and its
subsidiaries, if any, would be served by increasing their ability to secure
and retain highly qualified and experienced officers, directors, employees
and advisors through affording them an opportunity to acquire a stake in the
future of the Company or its subsidiary by acquiring an equity position in
the Company. It is the desire of the Board of Directors to assure by
appropriate means the maximum efforts and fullest measure of continued loyal
association with the Company or its subsidiaries on the part of their
respective officers, directors, employees and advisors. It is intended that
options granted pursuant to the 2005 Plan shall constitute either incentive
stock options ("Incentive Options") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or options which do
not constitute Incentive Options ("Non-qualified Options") at the time of
issuance of such options.
The 2005 Plan provides that incentive stock options and non-qualified stock
options would be granted to certain officers, directors, employees and
advisors of the Company or its subsidiaries, if any, selected by the
Compensation Committee. A total of 3,000,000 shares of Common Stock would be
authorized and reserved for issuance under the 2005 Plan, subject to
adjustment to reflect changes in the Company's capitalization in the case of
a stock split, stock dividend or similar event. The 2005 Plan would be
administered by the Compensation Committee or, if no Compensation Committee
is appointed by the Board of Directors, then the Board of Directors acting as
the Compensation Committee, which would have the sole authority to interpret
the 2005 Plan and to make all determinations necessary or advisable for
administering the 2005 Plan, including but not limited to (i) who shall be
granted options under the 2005 Plan, (ii) the term of each option, (iii) the
number of shares covered by such option, (iv) whether the option shall
constitute an incentive option or a non-qualified option, (v) the exercise
price for the purchase of the shares of the Common Stock covered by the
option, provided that the exercise price for any incentive option must be
at least equal to the fair market value of the shares covered thereby as
of the date of grant of such option, (vi) the period during which the option
may be exercised, (vii) whether the right to purchase the number of shares
covered by the option shall be fully vested on issuance of the option so that
such shares may be purchased in full at one time or whether the right to
purchase such shares shall become vested over a period of time so that such
shares may only be purchased in installments, and (viii) the time or times at
which the options shall be granted. Except in the case of disability or
death, no option shall be exercisable after an optionee who is an employee of
the Company ceases to be employed by the Company; provided, however, that the
Compensation Committee or the Board of Directors acting as the Compensation
Committee, as applicable, has the right to extend the exercise period
following the date of termination of such optionee's employment. If an
optionee's employment is terminated by reason of death or disability, the
Compensation Committee may extend the option term following the date of
termination of the optionee's employment. Upon the exercise of the option,
the exercise price thereof must be paid in full either in cash, shares of
stock of the Company or a combination thereof.
As of this date, the Company has not granted any options under the 2005 Plan.
If and to the extent that any option to purchase reserved shares shall not be
exercised by an optionee for any reason or if such option to purchase shall
terminate as provided by the 2005 Plan, such shares which have not been so
purchased thereunder shall again become available for the purposes of the 2005
Plan unless the 2005 Plan shall have been terminated.
The Company has been advised that the federal income tax consequences of
the 2005 Plan to the Company and the optionees, and possible exercise of
options granted under the 2005 Plan, will depend upon future circumstances and
possible changes in the tax laws. The following summary discussion addresses
certain federal income tax consequences of the 2005 Plan. This discussion does
not purport to address all of the tax consequences that may be applicable to
any particular optionee or to the Company. In addition, this discussion does
not address foreign, state or local taxes, nor does it address federal taxes
other than federal income tax. This discussion is based upon applicable
statutes, regulations, case law, administrative interpretations and judicial
decisions in effect as of the date of this Proxy Statement.
The income tax treatment of non-statutory options is governed by section 83 of
the Code. This Section basically provides that if an option has a readily
ascertainable fair market value when granted, then the optionee must recognize
ordinary income at the time of grant but not at the time of exercise or
disposal; if an option does not have a readily ascertainable fair market value
when granted, the optionee must recognize ordinary income at the time of its
exercise or disposal of the option but not at the time of its grant. The
Company will receive a corresponding compensation deduction for the amount
included by the optionee as income in the same year that the optionee includes
such amount as income. Consequently, whether a non-statutory option has a
readily ascertainable fair market value at grant will determine whether the
grant or the exercise of the non-statutory option is the taxable event for the
optionee who rendered the services for which the option was granted.
No tax consequences result from the granting of an incentive stock option or
from the exercise of an incentive stock option by the employee. In addition,
the employer generally will not be allowed a business expense deduction with
respect to an incentive stock option unless the employee disposes of the stock
prior to the required holding period. The employee will be taxed at capital
gain rates when he sells stock acquired under an incentive stock option plan,
provided he has not disposed of the stock for at least two years from the
date the option was granted to him and he has held the stock itself at least
one year after the stock was transferred to him. If the foregoing holding
period rules are not satisfied, the gain that would have been realized at the
time the option was exercised is included as ordinary income in the year of
the disqualifying sale. For this purpose, the gain is equal to the lesser of
(i) the fair market value of the stock on the date of exercise over the option
price of the stock, or (ii) the amount realized on disposition over the
adjusted basis of the stock. The employer is allowed to deduct a corresponding
amount as a business deduction at the same time the employee is required to
recognize the ordinary income arising from the early disposition.
Notwithstanding the preceding, when calculating income for alternative minimum
tax purposes, the favorable tax treatment of section 421(a) is disregarded and
the bargain purchase element (that is, the spread between the option price and
the fair market value of the option stock at exercise) of the incentive stock
option will be considered as part of the taxpayer's alternative minimum
taxable income.
Vote Required
If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting will be required to approve this proposal.
THE BOARD OF DIRECTORS RECOMMENDS TO THE SHAREHOLDERS THAT THEY VOTE "FOR"
THE ESTABLISHMENT AND ADOPTION OF THE 2005 STOCK OPTION PLAN.
MANAGEMENT OF FEDERAL SECURITY PROTECTION SERVICES, INC.
The following table sets forth certain information regarding each current
director and each executive officer of the Company.
Name Age Position
Blair J. Merriam 47 President, Chief Executive Officer and Director
Daniel W. Thornton 44 Secretary, Vice President of Business
Development and Director
Hector Q. Beltran 52 Director
Robert J. Clark 49 Director
The directors of the Company are elected to serve until the next Annual
Meeting of Shareholders or until their successors have been duly elected
and qualified. None of the Company's officers has an employment agreement with
the Company and, therefore, each serves at the pleasure of the Company's Board
of Directors. There are no family relationships among the Company's officers
and directors. The Company's Board of Directors has no committees. There are
no standard or other arrangements pursuant to which directors are compensated
as such or for committee participation.
Based solely upon a review of Forms 3, 4 and 5, which have been furnished to
the Company with respect to the past fiscal year of the Company, and certain
representations made by officers and directors of the Company in connection
therewith, the Company has no knowledge that any current officer or director
failed to file any reports required by Section 16(a) of the Securities
Exchange Act of 1934 with respect to the fiscal year of the Company ended
March 31, 2004.
The principal occupation of each director and executive officer of the
Company, for at least the past five years, is as follows:
Mr. Blair J. Merriam
Chief Executive Officer and Director
Blair J. Merriam is Chief Executive Officer of Federal Security Protection
Services, Inc., a recent entrant into the Oil and Gas Industry. He joined the
Company as a Board Member and General Manager in 1999 when it was
Web4boats.com, which engaged in developing a commercial Web site for the
marine industry. Mr. Merriam was promoted to Chief Executive Officer in 2001
when the Company changed its focus and became Federal Security Protection
Services, Inc.
Mr. Merriam began his business career in 1978 as a self made entrepreneur,
starting and growing his own wholesale fruit and vegetable Company. Under
his leadership, Blair Merriam Fruit and Produce Company, Inc. grew to over
$25 million in annual sales, eventually becoming a fully integrated production
and distribution system. He left the fruit and vegetable wholesale business in
1999 to more fully pursue his roles and responsibilities at Federal Security
Protection Services, Inc.
Daniel W. Thornton
Secretary, Vice President of Business Development and Director
Daniel W. Thornton joined the Company in 1997 as its Vice President of
Business Development. Since then, he was elected to the Board of Directors and
now serves as its Secretary. During the past 20 years, he has served in an
executive capacity for both public and privately held corporations, including
Chief Operations Officer for Mile High Management, Marketing Director for
New Vistas Pharmaceuticals, Inc. as well as Chief Executive Officer of
Eclosion Corporation and Physician's Cybernetic Systems, Inc. Mr. Thornton
is an international lecturer on medical practice management, having lectured
at the Royal Society of Medicine in London, England.
Hector Q. Beltran
Director
Hector Q. Beltran was appointed to the Board of Directors of Federal Security
Protection Services, Inc. in 2004. His management experience consists of
managing and operating agricultural production for "Agricola Beltran Y.
Beltran" as well as the marketing, distribution and importation of those
products into the United States. Mr. Beltran has shown his commitment and
reliability in his business career, having served the same business since 1981.
Robert J. Clark
Director
Robert J. Clark has over 25 years of experience in gas processing, oil sales
and chemical well treating. For the last five years he has been the managing
partner for Permian Energy Services, L.P. His focus has been on the tertiary
recovery of oil and enhancing the performance and design of the TPU unit.
Mr. Clark's wealth of knowledge in the oil industry will be instrumental in
helping Federal Security Protection Services, Inc. move forward into the oil
and gas industry.
PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS
Any Shareholders of record of the Company who desires to submit a proper
proposal for inclusion in the proxy materials relating to the next annual
meeting of Shareholders must do so in writing and it must be received at
the Company's principal executive offices prior to the Company's fiscal year
end. The proponent must be a record or beneficial Shareholder entitled to
vote at the next annual meeting of Shareholders on the proposal and must
continue to own the securities through the date on which the meeting is held.
OTHER BUSINESS
The management of the Company is not aware of any other matters which are to
be presented to the Special Meeting, nor has it been advised that other
persons will present any such matters. However, if other matters properly
come before the meeting, the individual named in the accompanying proxy shall
vote on such matters in accordance with his best judgment.
The above notice and Proxy Statement are sent by order of the Board of
Directors.
Blair Merriam
President and Chief Executive Officer
May 9, 2005
May 9, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
FEDERAL SECURITY PROTECTION SERVICES, INC.
TO BE HELD JUNE 15, 2005
The undersigned hereby appoints Blair Merriam as the lawful agent and
Proxy of the undersigned (with all the powers the undersigned would
possess if personally present, including full power of substitution), and
hereby authorizes him to represent and to vote, as designated below, all the
shares of Common Stock of Federal Security Protection Services, Inc. held
of record by the undersigned on March 28, 2005, at the Special Meeting of
Shareholders to be held June 15, 2005, or any adjournment or postponement
thereof.
1. To amend the Company's Certificate of Incorporation to change its name to
Platina Energy Group, Inc.
FOR _____ AGAINST _____ WITHHOLD VOTE _____
2. To approve the establishment of the 2005 Stock Option Plan for the benefit
of officers, directors, employees and advisors of the Company.
FOR _____ AGAINST _____ WITHHOLD VOTE _____
It is understood that when properly executed, this proxy will be voted in
the manner directed herein by the undersigned Shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER THE PROXY WILL BE VOTED FOR THE PROPOSAL SET
FORTH IN 1 ABOVE.
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said Proxy may do by virtue hereof.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give 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.
Dated:_______________________ Print Name_______________________________
PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY Signature________________________________
PROMPTLY USING THE
ENCLOSED ENVELOPE.
_________________________________________
Signature, if held jointly
PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE SPECIAL
MEETING OF SHAREHOLDERS. _____