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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
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-12
GPS INDUSTRIES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:____________________
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:_____________________________________________
2) Form, Schedule or Registration Statement No.:_______________________
3) Filing Party:_______________________________________________________
4) Date Filed:_________________________________________________________
SEC 1913 (02-02) Persons who are to respond to the collection
of information contained in this form are not required to
respond unless the form displays a currently valid OMB control
number.
GPS INDUSTRIES, INC.
Suite 214, 5500 - 152nd Street
Surrey, British Columbia V3S 5J9
March __, 2005
To Our Shareholders:
You are cordially invited to attend a Special Meeting of Shareholders of
GPS Industries, Inc., which will be held on __________, April __, 2005,
beginning at 10:00 a.m., Pacific Standard Time, at our offices located at Suite
214, 5500 - 152nd Street, Surrey, British Columbia V3S 5J9.
Information about the Special Meeting, including matters on which
shareholders will act, may be found in the notice of Special Meeting and proxy
statement accompanying this letter. We look forward to greeting in person as
many of our shareholders as possible.
It is important that your shares be represented and voted at the meeting.
Whether or not you plan to attend the Special Meeting, please complete, sign,
date, and promptly return the accompanying proxy in the enclosed envelope.
Returning the proxy does NOT deprive you of your right to attend the Special
Meeting. If you decide to attend the Special Meeting and wish to change your
proxy vote, you may do so automatically by voting in person at the meeting.
Please note, however, that if your shares are held of record by a broker, bank
or other nominee and you wish to attend and vote in person at the meeting, you
must obtain from the record holder a proxy issued in your name.
Sincerely yours,
/s/ ROBERT C. SILZER, SR.
Robert C. Silzer, Sr.
CHIEF EXECUTIVE OFFICER
GPS INDUSTRIES, INC.
SUITE 214, 5500 - 152ND STREET
SURREY, BRITISH COLUMBIA V3S 5J9
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL __, 2005
NOTICE IS HEREBY GIVEN that the Special Meeting of Shareholders of GPS
Industries, Inc. will be held at our offices located at Suite 214, 5500 - 152nd
Street, Surrey, British Columbia V3S 5J9, on __________, April __, 2005, at
10:00 a.m., Pacific Standard Time, for the following purposes:
1. To amend our Articles of Incorporation to increase the number of
shares of capital stock authorized from 275,000,000 (250,000,000
shares of common stock and 25,000,000 shares of preferred stock), to
550,000,000 (500,000,000 shares of common stock and 50,000,000
shares of preferred stock).
2. To transact any other business that may properly come before the
meeting.
These business items are described more fully in the Proxy Statement
accompanying this Notice.
Only shareholders who owned our common stock at the close of business on
March 14, 2005 may vote at this meeting or any adjournments that may take place.
All shareholders are cordially invited to attend the meeting in person. However,
to assure your representation at the meeting, you are urged to mark, sign and
return the enclosed proxy as promptly as possible in the postage-prepaid
envelope for that purpose. Your stock will be voted in accordance with the
instructions you have given. Any stockholder attending the meeting may vote in
person even if he or she has previously returned a proxy. Please note, however,
that if your shares are held of record by a broker, bank or other nominee and
you wish to attend and vote in person at the meeting, you must obtain from the
record holder a proxy issued in your name.
By Order of the Board of Directors,
/s/ ROBERT C. SILZER, SR.
Robert C. Silzer, Sr.
Chief Executive Officer
Dated: March __, 2005
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT AT YOUR EARLIEST
CONVENIENCE IN THE ENCLOSED ENVELOPE SO THAT YOUR SHARES WILL BE VOTED IF YOU
ARE NOT ABLE TO ATTEND THE SPECIAL MEETING.
GPS INDUSTRIES, INC.
Suite 214, 5500 - 152nd Street
Surrey, British Columbia V3S 5J9
PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL __, 2005
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed proxy is solicited on behalf of the Company's Board of
Directors for use at the Special Meeting of Shareholders to be held on April __,
2005, at 10:00 a.m., Pacific Standard Time (the "Special Meeting"), or at any
adjournment or postponement of this meeting, for the purposes set forth in this
Proxy Statement and in the accompanying Notice of Special Meeting of
Shareholders. The Special Meeting will be held at our offices located at Suite
214, 5500 - 152nd Street, Surrey, British Columbia V3S 5J9. We intend to mail
this Proxy Statement and accompanying proxy card to shareholders on or about
March 14__, 2005.
Availability of Annual Report and Form 10-KSB
The Company makes available, free of charge through its website
(www.gpsindustries.com), its annual reports on Form 10-KSB, quarterly reports on
Form 10-QSB, current reports on Form 8-K and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), as soon as reasonably practicable after such
documents are electronically filed with or furnished to the Securities and
Exchange Commission. The Company will provide to any shareholder without charge,
upon the written request of that shareholder, a copy of the Company's Annual
Report on Form 10-KSB (without exhibits), including financial statements and the
financial statement schedules, for the fiscal year ended December 31, 2003. Such
requests should be addressed to Investor Relations, GPS Industries, Inc., Suite
214, 5500 - 152nd Street, Surrey, British Columbia V3S 5J9.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company's Secretary,
at the address of the Company's executive offices noted above, written notice of
revocation or a duly executed proxy bearing a later date or by attending the
Special Meeting and voting in person. Attendance at the Special Meeting will
not, by itself, revoke a proxy. Please note, however, that if your shares are
held of record by a broker, bank or other nominee and you wish to attend and
vote in person at the Special Meeting, you must obtain from the record holder a
proxy issued in your name.
Voting; Quorum; Abstentions and Broker Non-Votes
Only shareholders of record at the close of business on March 14, 2005
(the "Record Date") will be entitled to notice of and to vote at the Special
Meeting. At the close of business on March 14, 2005, there were ________ shares
of common stock outstanding and entitled to vote. Each holder of record of
shares of common stock on that date will be entitled to one vote for each share
held on all matters to be voted upon at the Special Meeting.
Proxies properly executed, duly returned to the Company and not revoked
will be voted in accordance with the specifications made. Where no
specifications are given, such proxies will be voted "FOR" all of the proposals
described in this Proxy Statement. It is not expected that any matters other
than those referred to in this Proxy Statement will be brought before the
Special Meeting. If, however, any matter not described in this Proxy Statement
is properly presented for action at the Special Meeting, the persons named as
proxies in the enclosed form of proxy will have discretionary authority to vote
according to their own discretion.
The required quorum for the transaction of business at the Special Meeting
is a majority of the issued and outstanding shares of the Company's common stock
entitled to vote at the Special Meeting, whether present in person or
represented by proxy. The Bylaws of the Company provide that unless otherwise
provided by law or by the Articles of Incorporation or the Bylaws, all matters
shall be decided by the vote of the holders of a majority of the outstanding
shares of stock represented and entitled to vote in person or by proxy at the
Special Meeting. Shares of common stock represented by a properly signed and
returned proxy will be treated as present at the Special Meeting for purposes of
determining a quorum, regardless of whether the proxy is marked as casting a
vote or abstaining. Shares of stock represented by "broker non-votes" (i.e.,
shares of stock held in record name by brokers or nominees as to which (i)
instructions have not been received from the beneficial owners or persons
entitled to vote; (ii) the broker or nominee does not have discretionary voting
power under applicable rules or the instrument under which it serves in such
capacity; or (iii) the record holder has indicated on the proxy card or has
executed a proxy and otherwise notified the Company that it does not have
authority to vote such shares on that matter) will be treated as present for
purposes of determining a quorum.
Solicitation
The cost of soliciting proxies will be borne by the Company. In addition
to soliciting shareholders by mail and through its regular employees, the
Company will request that banks and brokers and other persons representing
beneficial owners of the shares forward the proxy solicitation material to such
beneficial owners and the Company may reimburse these parties for their
reasonable out-of-pocket costs. The Company may use the services of its
officers, directors and others to solicit proxies, personally or by telephone,
facsimile or electronic mail, without additional compensation.
PROPOSAL ONE
AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO
INCREASE AUTHORIZED SHARES
The Board has adopted an amendment to the Company's Articles of
Incorporation to increase the number of shares of capital stock the Company is
authorized to issue from 275,000,000 (250,000,000 shares of common stock and
25,000,000 shares of preferred stock), to 550,000,000 (500,000,000 shares of
common stock and 50,000,000 shares of preferred stock). The purpose of the
amendment is to allow the Company to have a sufficient number of shares of
authorized and unissued shares which can be issued in connection with such
corporate purposes as may, from time to time, be considered advisable by the
Board. Having such shares available for issuance in the future will give the
Company greater flexibility and will allow such shares to be issued as
determined by the Board without the expense and delay of a special shareholders'
meeting to approve such additional authorized capital stock. Such corporate
purposes could include, without limitation: the issuance of shares in connection
with equity financings and the issuance of shares in connection with
acquisitions.
The increase in authorized shares will not have any immediate effect on
the rights of existing shareholders. However, the Board will have the authority
to issue authorized shares without requiring future shareholder approval of such
issuances, except as may be required by the Articles of Incorporation and
applicable law and regulations. To the extent that the additional authorized
shares are issued in the future, they will decrease the existing shareholders'
percentage equity ownership and, depending upon the price at which they are
issued as compared to the price paid by existing shareholders for their shares,
could be dilutive to the Company's existing shareholders. The holders of common
stock have no preemptive rights to subscribe for or purchase any additional
shares of common stock that may be issued in the future.
2
The increase in the authorized number of shares and the subsequent
issuance of such shares could have the effect of delaying or preventing a change
in control of the Company without further action by the shareholders. Authorized
and unissued shares could (within the limits imposed by applicable law) be
issued in one or more transactions that would make a change in control of the
Company more difficult, and therefore less likely. Any such issuance of
additional stock could have the effect of diluting the earnings per share and
book value per share of outstanding shares, and such additional shares could be
used to dilute the stock ownership or voting rights of a person seeking to
obtain control of the Company. The Board is not aware of any attempt to take
control of the Company and has not presented this proposal with the intention
that the increase in the authorized shares of common stock be used as a type of
antitakeover device.
The Board does not currently have any plans to issue any shares.
The proposed restated and amended articles of incorporation are attached
to this Proxy Statement as Appendix A.
Vote Required; Recommendation of the Board
The affirmative vote of a majority of the Company's outstanding shares of
common stock is required for approval of this proposal.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE AMENDMENT
OF THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information known to the Company
with respect to beneficial ownership of the common stock as of March 7, 2005 by
(i) each shareholder that the Company knows is the beneficial owner of more than
5% of the common stock, (ii) each of the executive officers named in the
"Executive Compensation" section, and (iii) all executive officers and directors
as a group. The Company has relied exclusively upon information provided to the
Company by its directors and executive officers and copies of documents sent to
the Company that have been filed with the Securities and Exchange Commission by
others for purposes of determining the number of shares each person beneficially
owns. Beneficial ownership is determined in accordance with the rules and
regulations of the Securities and Exchange Commission and generally includes
those persons who have voting or investment power with respect to the
securities. Except as otherwise indicated, and subject to applicable community
property laws, the persons named in the table have sole voting and investment
power with respect to all shares of the Company's common stock beneficially
owned by them. Shares of the Company's common stock subject to options or
warrants that are exercisable within 60 days of March 7, 2005 are also deemed
outstanding for purposes of calculating the percentage ownership of that person,
and if applicable, the percentage ownership of executive officers and directors
as a group, but are not treated as outstanding for the purpose of calculating
the percentage ownership of any other person.
3
Number of Shares Percentage of Outstanding
of Common Stock Common Stock
Name of Beneficial Owner Beneficially Owned Beneficially Owned
- ------------------------------------- ------------------ ------------------
Officers and Directors:
Robert Silzer, Sr 6,371,306 3.07%
Doug Wood 7,200,000 3.47%
Bart Collins 100,000 .05%
Rick Horrow 1,250,000 .01%
Blake Ponuick 200,000 .60%
Alex Doaga 1,260,000 .61%
George Dorin 300,000 .14%
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All Directors and Executive Officers (7 persons) 16,681,306 8.04%
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5% Beneficial Owners:
Greg Norman (2) 13,500,000 6.50%
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========== ==========
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(1) Percentages based on 207,552,851 shares of Common stock outstanding as at
March 7, 2005.
(2) 10,000,000 shares are held in the Greg Norman Irrevocable Trust dated
12/11/2004 and 2,850,000 are held in the Gregory John Norman Intangibles
Trust.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE,
SIGN, DATE, AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE.
YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE SPECIAL MEETING. IF YOU
DECIDE TO ATTEND THE SPECIAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU MAY
DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE SPECIAL MEETING.
4
Appendix A
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
GPS INDUSTRIES, INC.
We the undersigned, Robert C. Silzer, Sr., as Chief Executive Officer does
hereby certify:
1. The name of the Corporation is GPS Industries, Inc.
2. The Articles of Incorporation have been amended to amend and restate the
first two paragraphs of Article Four as follows:
Article Four. The Corporation shall have authority to issue an
aggregate of Five Hundred Fifty Million (550,000,000) shares of
capital stock. The authorized shares of the Company are divided into
two classes, Common Stock and Preferred Stock.
Five Hundred Million (500,000,000) shares of common stock are
authorized having a par value of $.001 per share and will be voting
stock.
Fifty Million (50,000,000) shares of preferred stock are
authorized. The preferred stock may be issued from time to
time in one or more series. The Board of Directors is
authorized to fix the number of shares of any series of
Preferred Stock and to determine the designation of any
series. The Board of Directors is also authorized to determine
or alter the rights, preferences, privileges, and restrictions
granted to or imposed on any wholly unissued series of
Preferred Stock and, within the limits and restrictions stated
in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any
series, to increase or decrease (but not below the number of
shares of such series then outstanding) the number of shares
of any such series subsequent to the issue of shares of that
series. No holder of any of the shares of any class of the
corporation shall be entitled as of right to subscribe for,
purchase, or otherwise acquire any shares of any class of the
corporation which the corporation proposes to issue or any
rights or options which the corporation proposes to grant for
the purchase of shares of any class of the corporation or for
the purchase of any shares, bonds, securities, or obligations
of the corporation which are convertible into or exchangeable
for, or which carry any rights, to subscribe for, purchase, or
otherwise acquire shares of any class of the corporation; and
any and all of such shares, bonds, securities, or obligations
of the corporation, whether now or hereafter authorized or
created, may be issued, or may be reissued or transferred if
the same have been reacquired and have treasury status, and
any and all of such rights and options may be granted by the
Board of Directors to such persons, firms, corporations, and
associations, and for such lawful consideration, and on such
terms, as the Board of Directors in its discretion may
determine, without first offering the same, or any thereof, to
any said holder.
Appendix A - 1
3. The number of shares of the Corporation outstanding and entitled to vote
on this amendment to the Articles of Incorporation is 207,552,851. This
amendment has been approved by the affirmative vote of shareholders
holding at least a majority of each class of stock outstanding and
entitled to vote thereon.
Robert C. Silzer, Sr., Chief Executive Officer
Appendix A - 2
Appendix B
FORM OF PROXY
GPS INDUSTRIES, INC.
SPECIAL MEETING OF SHAREHOLDERS
APRIL __, 2005
GPS INDUSTRIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of GPS Industries, Inc. (the "Company") hereby
acknowledges receipt of the Notice of Special Meeting of Shareholders and
appoint Robert C. Silzer, Sr., with full power of substitution, as proxy to vote
as specified in this Proxy all the shares of common stock of the Company of the
undersigned at the Special Meeting of Shareholders of the Company to be held at
our offices located at Suite 214, 5500 - 152nd Street, Surrey, British Columbia
V3S 5J9 on __________, April __, 2005 at 10:00 a.m., Pacific Standard Time, and
any and all adjournments or postponements thereof. Either of such Proxies or
substitutes shall have and may exercise all of the powers of said Proxies
hereunder. The undersigned shareholder hereby revokes any proxy or proxies
heretofore executed for such matters.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSALS ONE, TWO AND THREE, AND IN THE DISCRETION OF
THE PROXIES AS TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.
THE UNDERSIGNED SHAREHOLDER MAY REVOKE THIS PROXY AT ANY TIME BEFORE IT IS VOTED
BY DELIVERING TO THE SECRETARY OF THE COMPANY EITHER A WRITTEN REVOCATION OF THE
PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY APPEARING AT THE
SPECIAL MEETING AND VOTING IN PERSON.
To amend our Articles of Incorporation to increase the number of shares of
capital stock we have authorized to issue from 275,000,000 (250,000,000 shares
of common stock and 25,000,000 shares of preferred stock) to 550,000,000
(500,000,000 shares of common stock and 50,000,000 shares of preferred stock).
FOR |_| AGAINST |_| ABSTAIN |_|
Dated:
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[Signature]
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[Signature if jointly held]
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[Printed Name]
Please date and sign exactly as your name(s) is (are) shown on the share
certificate(s) to which the Proxy applies. When shares are held by joint-tenants
or otherwise by more than one person, all should sign. When signing as an
executor, administrator, trustee, guardian, attorney-in fact, or other
fiduciary, please give full title as such. When signing as a corporation, please
sign in full corporate name by President or other authorized officer. When
signing as a partnership, please sign in partnership name by an authorized
person.
Appendix B - 1