SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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OFFICE MANAGERS, INC.
--------------------------------
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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|X| No fee required.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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OFFICE MANAGERS, INC.
136 EAST SOUTH TEMPLE, SUITE 1600
SALT LAKE CITY, UTAH 84111
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
A special meeting of stockholders of Office Managers, Inc., (the
"Company") will be held at the Little America Hotel, 500 South Main Street,
Salt Lake City, Utah 84101, on November 7, 2003, at 11:00 a.m., local time,
for the following purposes:
1. To amend our Articles of Incorporation to:
(a) change our name to Omega Ventures Group, Inc. ("Omega
Ventures");
(b) to increase our authorized common stock from 50,000,000
shares to 400,000,000 shares; and
(c) to create a class of preferred stock consisting of
100,000,000 shares with a par value of $.001 per share.
2. To amend our Articles of Incorporation to effect a reverse split
of our outstanding common stock at an exchange ratio of one share for ten
shares;
3. To elect directors to our Board of Directors. The directors will
be elected to serve for a period of one year and until their successors
have been elected and qualified;
4. To adopt the Omega Ventures Group, Inc. 2003 Stock Option Plan for
purposes of Sections 162(m) and 422 of the Internal Revenue Code;
5. To ratify the selection of Sellers and Andersen, L.L.C., as
independent auditors of the Company for the 2003 fiscal year;
6. To ratify the actions of our officers and directors for the last
fiscal year and for the period from the fiscal year end through the date of
this special shareholder meeting; and
7. To transact any other business as may properly come before the
meeting or at any adjournment thereof.
Our board of directors has fixed the close of business on September
10, 2003, as the record date for determining stockholders entitled to
notice of, and to vote at, the meeting. A list of stockholders eligible to
vote at the meeting will be available for inspection at the meeting and for
a period of 10 days prior to the meeting during regular business hours at
our corporate headquarters, 136 East South Temple, Suite 1600, Salt Lake
City, Utah 84111.
All of our stockholders are cordially invited to attend the meeting in
person. Whether or not you expect to attend the special meeting of
stockholders, your proxy vote is important. To assure your representation
at the meeting, please sign and date the enclosed proxy card and return it
promptly in the enclosed envelope, which requires no additional postage if
mailed in the United States. Should you receive more than one proxy
because your shares are registered in different names or addresses, each
proxy should be signed and returned to assure that all your shares will be
voted. You may revoke your proxy at any time prior to the meeting. If you
attend the meeting and vote by ballot, your proxy will be revoked
automatically and only your vote at the meeting will be counted.
YOUR VOTE IS IMPORTANT
IF YOU ARE UNABLE TO BE PRESENT PERSONALLY, PLEASE MARK, SIGN AND DATE THE
ENCLOSED PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS, AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
By order of the board of directors,
/s/ John M. Hickey
----------------------------------------
JOHN M. HICKEY
President
September 30, 2003
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OFFICE MANAGERS, INC.
136 East South Temple, Suite 1600
Salt Lake City, Utah 84111
PROXY STATEMENT
GENERAL
SOLICITATION OF PROXIES. This proxy statement is being furnished to
the stockholders of Office Managers, Inc., a Nevada corporation, in
connection with the solicitation of proxies by our board of directors for
use at our special meeting of stockholders to be held at 11:00 a.m., local
time, on November 7, 2003, or at any adjournment thereof. A copy of the
notice of meeting accompanies this proxy statement. It is anticipated that
the mailing of this proxy statement will commence on or about October 6,
2003.
COST OF SOLICITATION. We will bear the costs of soliciting proxies.
In addition to the use of the mails, certain directors or officers of our
company may solicit proxies by telephone, telegram, facsimile, cable or
personal contact. Upon request, we will reimburse brokers, dealers, banks
and trustees, or their nominees, for reasonable expenses incurred by them
in forwarding proxy material to beneficial owners of shares of our common
stock.
OUTSTANDING VOTING SHARES. Only stockholders of record at the close of
business on September 10, 2003, the record date for the meeting, will be
entitled to notice of and to vote at the meeting. On the record date, we
had 36,673,500 outstanding shares of common stock, par value $.001 per
share, which are our only securities entitled to vote at the meeting, each
share being entitled to one vote.
VOTE REQUIRED FOR APPROVAL. Shares of common stock will vote with
respect to each proposal. Under our Bylaws, Proposals 1, 2, 3, 4, 5, 6 and
7 each require the affirmative vote of a majority of the votes eligible to
be voted by holders of shares represented at the Special Meeting in person
or by proxy. With respect to Proposal 3 votes may be cast by a stockholder
in favor of the nominee or withheld. With respect to Proposals 1, 2, 4, 5,
6 and 7, votes may be cast by a stockholder in favor or against the
Proposals or a stockholder may elect to abstain. Since votes withheld and
abstentions will be counted for quorum purposes and are deemed to be
present for purposes of the respective proposals, they will have the same
effect as a vote against each matter.
Under the NASD Rules of Fair Practice, brokers who hold shares in
street name have the authority, in limited circumstances, to vote on
certain items when they have not received instructions from beneficial
owners. A broker will only have such authority if (i) the broker holds the
shares as executor, administrator, guardian, trustee or in a similar
representative or fiduciary capacity with authority to vote or (ii) the
broker is acting under the rules of any national securities exchange of
which the broker is also a member. Broker abstentions or non-votes will be
counted for purposes of determining the presence or absence of a quorum at
the meeting. Abstentions are counted in tabulations of the votes cast on
proposals presented to stockholders, but broker non-votes are not counted
for purposes of determining whether a proposal has been approved.
VOTING YOUR PROXY. Proxies in the accompanying form, properly
executed and received by us prior to the Special Meeting and not revoked,
will be voted as directed. In the absence of direction from the
stockholder, properly executed proxies received prior to the Special
Meeting will be voted FOR Proposals 1, 2, 3, 4, 5, 6 and 7. You may revoke
your proxy by giving written notice of revocation to our Secretary at any
time before it is voted, by submitting a later-dated proxy or by attending
the Special Meeting and voting your shares in person. Stockholders are
urged to sign and date the enclosed proxy and return it as promptly as
possible in the envelope enclosed for that purpose.
PROPOSAL ONE:
AMEND OUR ARTICLES OF INCORPORATION TO
(a) CHANGE THE NAME OF THE CORPORATION TO OMEGA VENTURES GROUP, INC.,
(b) TO INCREASE OUR AUTHORIZED COMMON STOCK FROM 50,000,000 SHARES TO
400,000,000 SHARES, AND (c) TO CREATE A CLASS OF PREFERRED STOCK
CONSISTING OF 100,000,000 SHARES WITH A PAR VALUE OF $.001 PER SHARE.
You are being asked to vote upon approving amendments to our Articles
of Incorporation which would authorize our board of directors to amend our
Articles of Incorporation so as to change the name of the company to Omega
Ventures Group, Inc., increase our authorized common stock from 50,000,000
shares to 400,000,000 shares and create a class of preferred stock
consisting of 100,000,000 shares with a par value of $.001 per share, with
the designation of rights, preferences and privileges of said preferred
shares to be set by our board of directors from time to time.
REASONS FOR THE AMENDMENTS TO OUR ARTICLES OF INCORPORATION
By changing our name we believe we will better reflect our business
plan to expand our business into other areas and improve our marketability.
Increasing our authorized common stock will provide sufficient shares to
negotiate potential acquisitions by the Company and reduce the likelihood
that we would need to again amend the Articles of Incorporation for the
purpose of increasing the authorized common shares, thereby avoiding the
costs associated with amendments. We also believe that having preferred
stock will increase our ability to attract and complete acquisitions and/or
mergers in order to enhance our business plan.
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POSSIBLE DILUTION RESULTING FROM INCREASE IN AUTHORIZED COMMON SHARES
AND CREATION OF AUTHORIZED PREFERRED SHARES
We currently have 50,000,000 shares of authorized capital stock. By
voting in favor of Proposal One (b) and (c), you are voting to increase our
authorized capital stock by an additional 450,000,000 shares for total
authorized capital stock of 500,000,000 consisting of 400,000,000 shares of
common stock with a par value of $.001 and 100,000,000 shares of preferred
stock with at par value of $.001. We have no present obligation to issue
additional common or preferred stock, and have not yet designated any
rights or preferences for the preferred stock. If and/or when we issue
additional common stock or any of the preferred stock in the future you
could suffer substantial dilution. You would suffer dilution in the book
value of your shares if the additional capital stock is sold at prices
lower than the price at which you purchased your common stock. Moreover,
if the Board of Directors in setting the rights, preferences and privileges
of the preferred stock determines to grant voting rights to the holders of
preferred stock, you could suffer dilution in the percentage of your voting
interest in Company matters. You could also suffer dilution if the Board of
Directors determines to make the preferred shares convertible into common
shares. Similarly, the Board of Directors could grant other rights to the
future holders of preferred stock which could be superior to your rights
and holders of common stock.
POSSIBLE ANTI-TAKEOVER EFFECTS OF AUTHORIZING PREFERRED STOCK
Although we have no such present intent, preferred stock could be used
to discourage unsolicited acquisition proposals. For example, a business
combination could be impeded by the issuance of a series of preferred stock
containing class voting rights that would enable the holder or holders of
such series to block any such transaction. Alternatively, a business
combination could be facilitated by the issuance of a series of preferred
stock having sufficient voting rights to provide a required percentage vote
to the stockholders. In addition, under some circumstances, the issuance
of preferred stock could adversely affect the voting power and other rights
of the holders of the common stock. Although our Board of Directors is
required to make any determination to issue any such stock based on its
judgement as to the best interests of our stockholders, it could act in a
manner that would discourage an acquisition attempt or other transaction
that some, or a majority, of the stockholder might believe to be in their
best interest or in which stockholders might receive a premium for their
stock over prevailing market prices.
PROCEDURE FOR EFFECTING AMENDMENTS TO THE ARTICLES OF INCORPORATION
Provided each of the amendments set forth in proposal One (1a,1b
and1c) of this proxy are approved, the form of amendments set forth in the
Amendment to the Articles of Incorporation attached hereto as Annex A will
become effective upon filing with the State of Nevada. If any of the
amendments set forth in proposal One are not approved, then the form of
amendment set forth in Annex A to be filed with the State of Nevada will
exclude the corresponding amendment that was not approved by stockholders.
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NO DISSENTERS' RIGHTS
No dissenters' rights are available under the Nevada Revised Statutes
or under our Articles of Incorporation or Bylaws to any stockholder who
dissents from this proposal.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the outstanding
shares of our common stock is required to approve the proposed amendments
to our Articles of Incorporation to effect a change in the name of the
corporation, to increase our authorized common stock and to create a class
of preferred stock.
OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE "FOR" THE
APPROVAL OF THE PROPOSAL TO AMEND OUR ARTICLES OF INCORPORATION TO (a)
CHANGE THE NAME OF THE CORPORATION TO OMEGA VENTURES GROUP, INC, (b)
TO INCREASE OUR AUTHORIZED COMMON STOCK FROM 50,000,000 SHARES TO
400,000,000 SHARES AND (c) TO CREATE A CLASS OF PREFERRED STOCK
CONSISTING OF 100,000,000 SHARES WITH A PAR VALUE OF $.001 PER SHARE.
PROPOSAL TWO:
AMEND OUR ARTICLES OF INCORPORATION TO
EFFECT A REVERSE SPLIT OF OUR OUTSTANDING COMMON STOCK AT
AN EXCHANGE RATIO OF ONE SHARE FOR TEN SHARES
POTENTIAL EFFECTS OF THE REVERSE STOCK SPLIT
The immediate effects of a reverse stock split will be a reduction the
number of shares of common stock outstanding and an increase in the trading
price of our common stock. The effect of any reverse stock split upon the
market price of our common stock, however, cannot be predicted. The
history of reverse stock splits for companies in similar circumstances is
varied. We cannot assure you that the trading price of our common stock
after the reverse stock split will rise in exact proportion to the
reduction in the number of shares of our common stock outstanding as a
result of the reverse stock split. Also, as stated above, we cannot assure
you that a reverse stock split will lead to a sustained increase in the
trading price of our common stock, or improve the marketability of the
Company. The trading price of our common stock may change due to a variety
of other facts, including our operating results, other factors related to
our business and general market conditions.
4
The following table reflects the number of shares of common stock that
would be outstanding as a result of the proposed reverse stock split, and
the approximate percentage reduction in the number of outstanding shares,
based on 36,673,500 shares of common stock outstanding as of the record
date for the special meeting of stockholders:
Proposed Reverse Percentage Approximate Shares of
Stock Split Ratio Reduction Common Stock to be Outstanding
- --------------------- --------------- ------------------------------
One-for-Ten 90% 3,667,350
The resulting decrease in the number of shares of our common stock
outstanding could potentially impact the liquidity of our common stock on
the Over-the-Counter Bulletin Board, especially in the case of larger block
trades. The reverse stock split would become effective upon the filing of
the amendment to our Articles of Incorporation with the Nevada Secretary of
State and upon commencement of trading of our stock under the new stock
symbol which would be assigned by the NASD.
EFFECTS ON OWNERSHIP BY INDIVIDUAL STOCKHOLDERS
If the common stock is reverse split, the number of shares held by
each stockholder would be reduced by multiplying the number of shares held
immediately before the reverse stock split by the exchange ratio, and then
rounding up to the nearest whole share. We will pay one whole share to
each stockholder in lieu of any fractional interest in a share to which
each stockholder would otherwise be entitled as a result of the reverse
stock split, as described in further detail below. The reverse stock
split will affect our common stock uniformly and will not affect any
stockholder's percentage ownership interests in our Company or
proportionate voting power, except to the extent that interests in
fractional shares would be paid in whole shares.
EFFECT ON OPTIONS, WARRANTS AND OTHER SECURITIES
In addition, all outstanding options, warrants and other securities
entitling their holders to purchase shares of our common stock will be
adjusted as a result of the reverse stock split, as required by the terms
of these securities. In particular, the conversion ratio for each
instrument would be reduced, and the exercise price, if applicable, would
be increased, in accordance with the terms of each instrument and based on
the exchange ratio of the reverse stock split. The number of shares to be
reserved for issuance under the proposed Omega Ventures Group, Inc., 2003
Stock Option Plan, however, will not be reduced because it was recently
adopted by our board of directors to reserve 1,000,000 post-split shares
(See proposal Three herein). None of the rights currently accruing to
holders of the common stock, options, warrants or other securities
convertible into common stock would be affected by the reverse stock split.
OTHER EFFECTS ON OUTSTANDING SHARES
The rights and preferences of the outstanding shares of common stock
would remain the same after the reverse stock split. Each share of common
stock issued pursuant to the reverse stock split would be fully paid and
nonassessable.
The reverse stock split would result in some stockholders owning "odd-
lots" of less than 100 shares of common stock. Brokerage commissions and
other costs of transactions in odd-lots are generally higher than the costs
of transactions in "round-lots" of even multiples of 100 shares.
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EXCHANGE OF STOCK CERTIFICATES
Exchange of stock certificates is not required. As of the close of
business on the effective date of the reverse stock split, each certificate
representing shares of common stock outstanding immediately prior to the
reverse stock split ("Old Common Stock") will be deemed, automatically and
without any action on the part of individual stockholders, to represent
approximately one tenth the number of shares of common stock on its face
after the reverse stock split ("New Common Stock"), as set forth in the
Amendment.
It is the option of all holders of our issued and outstanding common
stock after the effective date of the reverse stock split to exchange their
old certificates, representing Old Common Stock, for new certificates
representing New Common Stock. Our transfer agent will act as exchange
agent (the "Exchange Agent") for the purpose of implementing the exchange
of certificates for any shareholders that desire to exchange certificates.
However, until surrender, each certificate representing Old Common Stock
will continue to be valid and will represent New Common Stock equal to
approximately one-tenth the number of shares of Old Common Stock.
Stockholders who desire to exchange stock certificates will be
required to bear all of the costs including a transfer fee or other fees in
connection with the exchange of certificates. Any stockholder whose old
certificate has been lost, destroyed or stolen will be entitled to issuance
of a new certificate upon compliance with such requirements as the Exchange
Agent and we customarily apply in connection with lost, stolen or destroyed
certificates.
FRACTIONAL SHARES
We will not issue fractional shares in connection with the reverse
stock split. Instead, any fractional share resulting from the reverse
stock split will be rounded up to the nearest whole share. Stockholders
who otherwise would be entitled to receive fractional shares because they
hold a number of shares not evenly divisible by the exchange ratio will
instead receive a whole share upon surrender to the exchange agent of the
certificates and a properly completed and executed letter of transmittal.
ACCOUNTING CONSEQUENCES
The par value of our common stock would remain unchanged at $.001 per
share after the reverse stock split.
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FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of material federal income tax consequences
of the reverse stock split and does not purport to be complete. It does
not discuss any state, local, foreign or minimum income or other tax
consequences. Also, it does not address the tax consequences to holders
that are subject to special tax rules, including banks, insurance
companies, regulated investment companies, personal holding companies,
foreign entities, nonresident alien individuals, broker-dealers and tax-
exempt entities. The discussion is based on the provisions of the United
States federal income tax law as of the date hereof, which is subject to
change retroactively as well as prospectively. This summary also assumes
that the shares are held as a "capital asset," as defined in the Internal
Revenue Code of 1986, as amended (generally, property held for investment).
The tax treatment of a stockholder may vary depending upon the particular
facts and circumstances of the stockholder. Each stockholder is urged to
consult with the stockholder's own tax advisor with respect to the
consequences of the reverse stock split.
No gain or loss should be recognized by a stockholder upon the
stockholder's exchange of shares pursuant to the reverse stock split. The
aggregate tax basis of the shares received in the reverse stock split,
including any fraction of a share deemed to have been received, would be
the same as the stockholder's aggregate tax basis in the shares exchanged.
The stockholder's holding period for the shares would include the period
during which the stockholder held the pre-split shares surrendered in the
reverse stock split.
Our beliefs regarding the tax consequence of the reverse stock split
are not binding upon the Internal Revenue Service or the courts, and there
can be no assurance that the Internal Revenue Service or the courts will
accept the positions expressed above. The state and local tax consequences
of the reverse stock split may as to each stockholder, depending upon the
state in which he or she resides.
PROCEDURE FOR EFFECTING AMENDMENTS TO THE ARTICLES OF INCORPORATION
Provided each of the amendments set forth in proposal One (1a,1b
and1c) and proposal Two of this proxy are approved, the form of amendments
set forth in the Amendment to the Articles of Incorporation attached hereto
as Annex A will become effective upon filing with the State of Nevada. If
any of the amendments set forth in proposal One or proposal Two are not
approved, then the form of amendment set forth in Annex A to be filed with
the State of Nevada will exclude the corresponding amendment that was not
approved by stockholders.
In addition, the reverse stock split would be coordinated with the
Secretary of State of Nevada, our transfer agent and the NASD. Upon
commencement of trading of our stock under the new stock symbol as assigned
by the NASD, the reverse split would be considered complete.
NO DISSENTERS' RIGHTS
No dissenters' rights are available under the Nevada Revised Statutes
or under our Articles of Incorporation or Bylaws to any stockholder who
dissents from this proposal.
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VOTE REQUIRED
The affirmative vote of the holders of a majority of the outstanding
shares of our common stock is required to approve the proposed amendments
to our Articles of Incorporation to effect a reverse stock split of our
outstanding common stock.
OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE "FOR" THE
APPROVAL OF PROPOSAL TWO TO AMEND OUR ARTICLES OF INCORPORATION TO
EFFECT A REVERSE SPLIT OF OUR OUTSTANDING COMMON STOCK AT AN EXCHANGE
RATIO OF ONE SHARE FOR TEN SHARES.
PROPOSAL THREE:
ELECTION OF DIRECTORS
The current Board of Directors contains four members. Following the
election of directors held at the Special Meeting, the Board of Directors
will continue to consist of four members.
The following persons, who are currently members of the board of
directors, have been nominated as directors for one year and until their
successor is elected and qualified.
John M. Hickey. From September of 2000 to present Mr. Hickey has
worked for the Company. Mr. Hickey began with Office Managers, Inc. as the
President and director. Mr. Hickey is primarily responsible for the day to
day operations of the Company. Mr. Hickey is also President and a director
of Apex Resources Group, Inc. Mr. Hickey is 61 years old.
John R. Rask. Since the early 1980's Mr. Rask has been owner and
operator of Ray's Income Tax Service, a company which specialized in
bookkeeping and the preparation of income tax returns. Mr. Rask has also
served as the Secretary and a director of Office Managers, Inc., since
2000. Mr. Rask is also an officer and director of Apex Resources Group,
Inc. Mr. Rask is 51 years old.
Charles P. Smith. Mr. Smith earned a degree in Transpersonal
Psychology and Holotropic Breathwork from Grof Transpersonal Training
Institute, Mill Valley, California in 1996. Since that time he has taught
workshops in this process in Australia, China, Argentina, Chile, Canada and
the United States. Currently, he is working in cooperation with Dr. Vera
Casali of the Department of Psychology, Pontificia Universdade Catolica de
Sao Paulo, Brazil, teaching this process to students of that University.
Mr. Smith has been with the Company since February of 2001. Mr. Smith is
62 years old.
Robert Gill. Mr. Gill earned a Bachelors of Science degree from Simon
Fraser University located in British Columbia majoring in Computing Science
and minoring in business in June of 2003. Since 1996 Mr. Gill has owned
and operated a web development and technical support company and has worked
as a software engineer for several companies. Mr. Gill has been with our
company since May of 2003. Mr. Gill is 24 years old.
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Management does not expect that any nominee will become unavailable
for election as a director, but, if for any reason that should occur prior
to the Special Meeting, the person named in the proxy will vote for such
substitute nominee, if any, as may be recommended by Management.
There were no material transactions between our Company and any of our
officers, directors or the nominees for election as director, any
stockholder holding more than 5% of our common stock or any relative or
spouse of any of the foregoing persons.
VOTE REQUIRED
Approval of the nominees for election to the Board of Directors will
require the affirmative vote of a majority of the votes entitled to be cast
by the holders of the outstanding shares of common stock represented at the
Special Meeting in person or by proxy. The proxies which are executed and
returned will be voted (unless otherwise directed) for the election as
director the foregoing nominees.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES
LISTED ABOVE
Security Ownership of Directors and Executive Officers
The following table sets forth the beneficial ownership of our Common
Stock as of September 10, 2003, for each director and nominee, the
President, the other executive officers, and for all directors and
executive officers as a group.
<Table>
<Caption>
- ---------------------------------------------------------------------------
Shares of Percentage
Name Common Stock of Class
- ---------------------------------------------------------------------------
John M. Hickey (1) (2) 12,000,000 32.7%
1601-1415 West Georgia Street
Vancouver, B.C. V6G 3C8
John R. Rask (1) 1,000,000 2.7%
1909 Monroe Ave.
Butte, Montana 59701
9
Charles P. Smith (1) 500,000 1.3%
Rua Tavares Bastos, 103
05012-020
Sao Paulo, S.P. Brazil
Robert Gill (1) (3) 250,000 0.7%
1075 Groveland Road
West Vancouver, B.C. V7S 1Z3
- ---------------------------------------------------------------------------
</Table>
(1) Officer and/or director of our company.
(2) Mr. John M. Hickey holds 6,000,000 company common shares in his name
and is the President of Apex Resources Group, Inc. ("Apex"), owner of an
additional 6,000,000 shares. Shares held by Apex are counted as shares held
by Mr. Hickey as he may be deemed to be a beneficial owner of the shares
owned by Apex.
(3) Mr. Robert Gill is a majority shareholder of Computer Wizard
Consulting, Inc. ("CWC"), a British Columbia company, which owns 250,000
company common shares. Shares held by CWC are counted as shares held by
Mr. Gill as he may be deemed to be the beneficial owner.
Meetings and Committees of the Board of Directors
The board of directors currently has no standing Committees. During
fiscal year 2003 there was one meeting of the board of directors. All
directors attended the meeting of the board of directors.
Compensation of Directors
To date, no director has received any compensation for services on the
board of directors. We currently have not adopted any type of director
compensation plan.
PROPOSAL FOUR
ADOPT THE OMEGA VENTURES GROUP, INC., 2003 STOCK OPTION PLAN
DESCRIPTION OF OMEGA VENTURES GROUP, INC., 2003 STOCK OPTION PLAN
We desire to adopt the Omega Ventures Group, Inc., 2003 Stock Option
Plan (the "Plan") attached hereto as Annex B. Under the Plan, our key
employees, advisors and consultants (including directors and officers who
are employees) may be granted options to purchase shares of our common
stock.
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The Plan permits the granting of 1,000,000 post-split shares of common
stock. The exercise price of options granted that are intended to qualify
as incentive stock options must be at a price equal to one hundred percent
(100%) of the fair market value of the common stock on the date that the
option is granted provided, however, that the price shall not be less than
the par value of the common stock which is subject to the option. Further,
no Incentive Stock Option may be granted to an employee owning common stock
having more than 10% of the voting power of the Company unless the option
price for such employee's option is at least 110% of the fair market value
of the common stock subject to the option at the time the option is granted
and the option is not exercisable after the expiration of five years from
the date of granting. Non-qualified grants under the plan may be made at
whatever price the board of directors or Compensation Committee deem
appropriate in their best business judgment. The par value of our common
stock is $.001 per share. No option may be granted under the Plan after
the tenth anniversary of the adoption of the Plan. Unless otherwise
specified by the board of directors, options granted under the Plan are
Incentive Stock Options under the provisions and subject to the limitations
of Section 422 of the Internal Revenue Code.
ADMINISTRATION OF THE PLAN
The Plan shall be administered by the board of directors until such
time as a Compensation Committee is appointed. Subject to the provisions
of the Plan, the board of directors will determine the employees who will
receive options under the Plan, the number of shares subject to each option
and the terms of those options, and shall interpret the Plan and makes such
rules of procedure as the board of directors may deem proper.
Upon the granting of any option, the optionee must enter into a
written agreement with us setting forth the terms upon which the option may
be exercised. Such an agreement will set forth the length of the term of
the option and the timing of its exercise as determined by our board of
directors. The Compensation Committee, or if there is none, our board of
directors, in its sole discretion will determine the vesting schedule and
exercise dates of any equity security granted under the Plan at the time
each grant is made. No equity security granted under the plan shall be
exercisable within six months of the date of grant without approval of our
the Compensation Committee or our board of directors. In no event shall
the length of an option extend beyond ten years from the date of its grant.
An optionee may exercise an option by delivering payment to us in cash.
Under the Plan, if the employment of any person to whom an option has
been granted is terminated for any reason other than the death or
disability of the optionee, the option shall automatically terminate. If
the termination is by reason of retirement, the optionee may exercise such
portion of the option as has vested, within three months of termination or
within the remaining term of the option, whichever is shorter. If the
optionee dies while employed by us or our subsidiaries, or during a period
after termination of employment in which the optionee could exercise an
option, the optionee's beneficiary may exercise the option within one year
of the date of the optionee's death but in no event may the option be
exercised later than the date on which the option would have expired if the
optionee had lived. If the termination is by reason of disability, the
optionee may exercise the option, in whole or in part, at any time within
one year following such termination of employment but in no event may the
option be exercised later than the date on which the option would have
expired had the optionee not become disabled.
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FEDERAL INCOME TAX CONSEQUENCES
With respect to the tax effects of non-qualified stock options, since
the options granted under the Plan do not have a "readily ascertainable
fair market value" within the meaning of the Federal income tax laws, an
optionee of an option will realize no taxable income at the time the option
is granted. When a non-qualified stock option is exercised, the optionee
will generally be deemed to have received compensation, taxable at ordinary
income tax rates, in an amount equal to the excess of the fair market value
of the shares of common stock of the Company on the date of exercise of the
option over the option price. The Company will withhold income and
employment taxes in connection with the optionee's recognition of ordinary
income as a result of the exercise by an optionee of a non-qualified stock
option. The Company generally can claim an ordinary deduction in the
fiscal year of the Company which includes the last day of the taxable year
of the optionee which includes the exercise date or the date on which the
optionee recognizes income. The amount of such deduction will be equal to
the ordinary income recognized by the optionee. When stock acquired
through the exercise of a non-qualified stock option is sold, the
difference between the optionee's basis in the shares and the sale price
will be taxed to the optionee as a capital gain (or loss).
With respect to the tax effects of Incentive Stock Options, the
optionee does not recognize any taxable income when the option is granted
or exercised. If no disposition of shares issued to an optionee pursuant
to the exercise of an Incentive Stock Option is made by the optionee within
two years after the date the option was granted or within one year after
the shares were transferred to the optionee, then (a) upon sale of such
shares, any amount realized in excess of the option price (the amount paid
for the shares) will be taxed to the optionee as long-term capital gain and
any loss sustained will be a long-term capital loss and (b) no deduction
will be allowed to the Company for Federal income tax purposes. The
exercise of an Incentive Stock Option will give rise to an item of tax
preference that may result in alternative minimum tax liability for the
optionee.
If shares of common stock acquired upon the exercise of an Incentive
Stock Option are disposed of prior to the expiration of the two year and
one year holding periods described above (a "Disqualifying Disposition")
generally (a) the optionee will realize ordinary income in the year of
disposition in an amount equal to the excess (if any) of the fair market
value of the shares at exercise (or, if less, the amount realized upon the
sale of such shares) over the option price thereof, and (b) the Company
will be entitled to deduct such amount, subject to applicable withholding
requirements. Any further gain realized will be taxed as short-term or
long-term capital gains and will not result in any deduction by the
Company. A Disqualifying Disposition will eliminate the item of tax
preference associated with the exercise of the Incentive Stock Option.
CHANGES IN PLAN
The Plan may be terminated, suspended, or modified at any time by the
board of directors, but no amendment increasing the maximum number of
shares for which options may be granted (except to reflect a stock split,
stock dividend or other distribution), reducing the option price of
outstanding options, extending the period during which options may be
granted, otherwise materially increasing the benefits accruing to optionees
or changing the class of persons eligible to be optionees shall be made
without first obtaining approval by a majority of the shareholders of the
Company. No termination, suspension or modification of the Plan shall
adversely affect any right previously acquired by the optionee or other
beneficiary under the Plan.
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Options granted under the Plan may not be transferred other than by
will or by the laws of descent and distribution and, during the optionee's
lifetime may be exercised only by the optionee. All of the Options
previously issued under the prior plan remain unchanged and outstanding.
VOTE REQUIRED
Approval of the Omega Ventures Group, Inc., 2003 Stock Option Plan
requires the affirmative vote of a majority of the shares of common stock
of our Company voting in person or by proxy on the amendment. If the
proposal is not approved by shareholders, the Plan will become effective.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL FOUR ADOPTING
AND APPROVING THE OMEGA VENTURES GROUP, INC., 2003 STOCK OPTION PLAN
PROPOSAL FIVE:
APPROVAL OF INDEPENDENT AUDITORS
The firm of Sellers and Andersen, L.L.C., served as our auditors for
the fiscal year ended December 31, 2002. Our board of directors has
selected the firm of Sellers and Andersen, L.L.C., to continue in that
capacity for 2003 and is submitting this matter to shareholders for their
ratification.
(a) Audit Fees
----------
For the fiscal years ended December 31, 2002 and December 31, 2001,
Andersen, Andersen & Strong, the predecessor to Sellers and Andersen,
billed the Company $4,025 $3,720 respectively for professional
services rendered for the audit of the Company's annual financial
statements and the review of the financial statements included in the
Company's quarterly reports on Form 10-QSB.
(b) Audit-Related Fees
------------------
For the fiscal years ended December 31, 2002 and December 31, 2001,
Sellers and Andersen has not billed the Company for any audit-related
services.
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(c) Tax Fees
--------
For the fiscal years ended December 31, 2002 and December 31, 2001,
Sellers and Andersen billed the Company $225 and $225 respectively for
professional services for tax compliance, which included preparation
of the Company's federal and state tax returns.
(d) All Other Fees
--------------
For the fiscal years ended December 31, 2002 and December 31, 2001,
Sellers and Andersen has not billed the Company for other fees.
In the event of a negative vote, a selection of other auditors will be
made by our board of directors. A representative of Sellers and Andersen,
L.L.C., is not expected to be present at the Special Meeting. In the event
a representative is present he or she will be given an opportunity to make
a statement if he or she desires and if present, he or she is expected to
be available to respond to appropriate questions. Notwithstanding approval
by the shareholders, our board or directors reserves the right to replace
the auditors at any time.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL FIVE,
RATIFYING THE APPOINTMENT OF SELLERS AND ANDERSEN, L.L.C., AS
INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR 2003.
PROPOSAL SIX:
TO RATIFY THE ACTIONS OF OUR OFFICERS AND DIRECTORS
We recommend that shareholders ratify the actions of our officers and
directors for the last fiscal year and for the time period from the fiscal
year end through the date of the special shareholder meeting.
2004 SHAREHOLDER PROPOSALS
If you wish to include a proposal in the Proxy Statement for the 2004
Annual Meeting of Stockholders, your written proposal must be received by
the Company no later than June 15, 2004. The proposal should be mailed by
certified mail, return receipt requested, and must comply in all respects
with applicable rules and regulations of the Securities and Exchange
Commission, the laws of the State of Delaware and the Company's Bylaws.
Stockholder proposals may be mailed to the Corporate Secretary, Office
Managers, Inc., 136 East South Temple, Suite 1600, Salt Lake City, Utah
84111.
For each matter that you wish to bring before the meeting, provide the
following information:
(a) a brief description of the business and the reason for bringing
it to the meeting;
(b) your name and record address;
(c) the number of shares of Company stock which you own; and
(d) any material interest (such as financial or personal interest)
that you have in the matter.
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OTHER MATTERS
We know of no other matters that are to be presented for action at the
special meeting of stockholders other than those set forth above. If any
other matters properly come before the special meeting of stockholders, the
persons named in the enclosed proxy form will vote the shares represented
by proxies in accordance with their best judgment on such matters.
WHERE STOCKHOLDERS CAN FIND MORE INFORMATION
We file annual and quarterly reports with the Securities and Exchange
Commission. Stockholders may obtain,without charge, a copy of the most
recent Form 10-KSB (without exhibits) by requesting a copy in writing from
us at the following address:
Office Managers, Inc.
136 East South Temple, Suite 1600
Salt Lake City, Utah 84111
The exhibits to the Form 10-KSB are available upon payment of charges
that approximate reproduction costs. If you would like to request
documents, please do so by October 20, 2003, to receive them before the
special meeting of stockholders.
By order of the board of directors,
/s/ John M. Hickey
-------------------------------------------
John M. Hickey
President
September 30, 2003
STOCKHOLDERS ARE REQUESTED TO MARK, DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED, SELF-ADDRESSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. YOUR PROMPT RESPONSE
WILL BE HELPFUL, AND YOUR COOPERATION WILL BE APPRECIATED.
15
Index of Annexes attached to the Proxy Statement
ANNEX A Amendment to the Articles of Incorporation
ANNEX B Omega Ventures Group, Inc., 2003 Stock Option Plan
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OFFICE MANAGERS, INC.
PROXY
The undersigned appoints John M. Hickey, or other member of the board
of directors, with power of substitution, to represent and to vote on
behalf of the undersigned all of the shares of common stock ("Common
Stock"), of Office Managers, Inc., (the "Company") which the undersigned is
entitled to vote at the special meeting of stockholders to be held at the
Little America Hotel, 500 South Main Street, Salt Lake City, Utah 84101, on
November 7, 2003, at 11:00 a.m., local time, and at any adjournments or
postponements thereof, hereby revoking all proxies heretofore given with
respect to such stock, upon the following proposals more fully described in
the notice of, and joint proxy statement and prospectus relating to, the
meeting (receipt whereof is hereby acknowledged).
THE BOARD OF DIRECTORS OF OFFICE MANAGERS, INC. RECOMMENDS A VOTE "FOR" THE
PROPOSALS DESCRIBED IN THE PROXY STATEMENT.
IF A PROXY IS SIGNED AND DATED BUT NOT MARKED, YOU WILL BE DEEMED TO HAVE
VOTED "FOR" THE PROPOSALS DESCRIBED IN THE PROXY STATEMENT.
1a. Approval of the proposed amendment to our Articles of Incorporation to
change the name of the corporation to Omega Ventures Group, Inc., or
such name as may be available:
|_| FOR |_| AGAINST |_| ABSTAIN
1b. Approval of the proposed amendment to the Articles of Incorporation to
increase our authorized common stock from 50,000,000 shares to
400,000,000 shares:
|_| FOR |_| AGAINST |_| ABSTAIN
1c. Approval of the proposed amendment to the Articles of Incorporation to
create a class of preferred stock consisting of 100,000,000 shares
with a par value of $.001 per share:
|_| FOR |_| AGAINST |_| ABSTAIN
2. Approval of the proposed amendment to the Articles of Incorporation to
effect a reverse split our outstanding common stock at an exchange
ratio of one share for ten shares:
|_| FOR |_| AGAINST |_| ABSTAIN
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3. To elect the following directors to our Board of Directors to serve
for a period of one year and until their successors shall be elected
and qualified:
John M. Hickey |_| FOR |_| WITHHELD
John Ray Rask |_| FOR |_| WITHHELD
Charles P. Smith |_| FOR |_| WITHHELD
Robert Gill |_| FOR |_| WITHHELD
4. To adopt the Omega Ventures Group, Inc., 2003 Stock Option Plan for
purposes of Sections 162(m) and 422 of the Internal Revenue Code:
|_| FOR |_| AGAINST |_| ABSTAIN
5. To ratify the selection of Sellers and Andersen, L.L.C., as
independent auditors of the Company for the 2003 fiscal year:
|_| FOR |_| AGAINST |_| ABSTAIN
6. That the actions of our officers and directors for the last fiscal
year, and for the period from the fiscal year end through the date of
this special shareholder meeting, be and are hereby ratified:
|_| FOR |_| AGAINST |_| ABSTAIN
7. To transact any other business as may properly come before the meeting
or at any adjournment thereof:
|_| FOR |_| AGAINST |_| ABSTAIN
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If you do not sign and
return this proxy card or attend the meeting and vote by ballot, your
shares cannot be voted. If you wish to vote in accordance with the board
of directors' recommendations, just sign where indicated. You need not
mark any boxes.
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Please sign your name below exactly as it appears hereon. When shares
of Common Stock are held of record 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 as its authorized officer. If a partnership, please sign in
partnership name as its authorized person.
Dated: ___________________, 2003
_______________________________ __________________________________
Signature (Title, if any) Signature if held jointly
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED POSTAGE-
PAID ENVELOPE. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
3