-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EfZnG9wcAWwfHKPUeKEgMeetbiNXORICkm7X+vEeMWQTiZgqOYfF1czB/W15+CFy HM8Ay4/HOKCpxGY8oww0EA== /in/edgar/work/20000530/0001010412-00-000137/0001010412-00-000137.txt : 20000919 0001010412-00-000137.hdr.sgml : 20000919 ACCESSION NUMBER: 0001010412-00-000137 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000619 FILED AS OF DATE: 20000530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST DELTAVISION INC CENTRAL INDEX KEY: 0001051488 STANDARD INDUSTRIAL CLASSIFICATION: [3690 ] IRS NUMBER: 870412182 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: SEC FILE NUMBER: 000-23511 FILM NUMBER: 645697 BUSINESS ADDRESS: STREET 1: 9005 COBBLE CANYON LANE CITY: SANDY STATE: UT ZIP: 84093 BUSINESS PHONE: 8019420555 MAIL ADDRESS: STREET 1: 9005 COBBLE LANE CITY: SANDY STATE: UT ZIP: 84093 PRE 14A 1 0001.txt PRELIMINARY PROXY STATEMENT FOR SPECIAL STOCKHOLDERS' MEETING TO BE HELD JUNE 19, 2000 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: [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 Section 240.14a-11(c) or Section 240.14a-12 FIRST DELTAVISION, INC. (Name of Registrant as Specified in its Charter) N/A (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: N/A (2) Aggregate number of securities to which transaction applies: N/A (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: N/A (4) Proposed maximum aggregate value of transaction: N/A (5) Total fee paid: $0. [ ] 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: $0. (2) Form, Schedule or Registration Statement No.: N/A (3) Filing Party: N/A (4) Date Filed: N/A FIRST DELTAVISION, INC. 9005 Cobble Canyon Lane Sandy, Utah 84093 (801) 942-0555 PROXY STATEMENT INTRODUCTION This Proxy Statement is furnished to the stockholders in connection with the solicitation of proxies by the Board of Directors of First Deltavision, Inc., a Nevada corporation (the "Company" or "Deltavision"), to be voted at the special meeting of stockholders of the Company (the "Meeting"). The Meeting is to be held at 455 East 500 South, #205, Salt Lake City, Utah, 84111, on Tuesday, June 20, 2000, at 2:00 o'clock p.m., Mountain Daylight Time. The accompanying Notice of Special Meeting of Stockholders, this Proxy Statement and the enclosed Form of Proxy are first being mailed to stockholders on or about June 10, 2000. The Company's Board of Directors has unanimously resolved to adopt the following resolutions, which will also be submitted to the Company's stockholders at the Meeting: 1. TO effect a forward split of its outstanding voting securities on a basis of 1.85567, while retaining the current authorized capital and par value, with appropriate adjustments in the capital accounts of the Company; 2. To authorize the Board of Directors to change the name of the Company to conform with the business or industry that the Board of Directors determines to engage in or conforms with the name or names of any property or business acquired by the Company. APPROXIMATE MAILING DATE June 10, 2000 The cost of preparing, printing and mailing each of these documents and of the solicitation of proxies by the Company will be borne by the Company. Solicitation will be made by mail. The Company will request brokers, custodians, nominees and other like parties to forward copies of proxy materials to beneficial owners of the Company's $0.001 par value common stock (the "Common Stock") and will reimburse such parties for their related reasonable and customary charges or expenses. The estimated expense of this solicitation is approximately $2,500. THE BOARD OF DIRECTORS RECOMMEND A VOTE IN FAVOR OF THE AFOREMENTIONED PROPOSALS. OUTSTANDING SHARES, VOTING AND PROXIES Record Date and Outstanding Shares. - ----------------------------------- The Board of Directors has fixed June 1, 2000, as the record date for the determination of holders of Common Stock entitled to notice of and to vote at the Meeting. At the close of business on that date, there were 235,000 shares of Common Stock outstanding and entitled to vote. Holders of Common Stock will be entitled to one vote per share held and are not entitled to cumulative voting regarding either proposal being submitted at the Meeting. Proxies and Revocability of Proxies. - ------------------------------------ The enclosed Proxy is being solicited by the Board of Directors for use at the Meeting and any adjournments thereof and will not be voted at any other meeting. All proxies that are properly executed, received by the Company prior to or at the Meeting and not properly revoked will be voted at the Meeting or any adjournment thereof in accordance with the instructions given therein. Any Proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. Proxies may be revoked by (i) filing with the President of the Company, at or before the taking of the vote at the Meeting, a written notice of revocation bearing a later date than the date of the Proxy; (ii) duly executing a subsequent Proxy relating to the same shares and delivering it to the President of the Company before the Meeting; or (iii) attending the Meeting and voting in person (although attendance at the Meeting will not in and of itself constitute a revocation of a Proxy). Any written notice revoking a Proxy should be sent to First Deltavision, Inc., 9005 Cobble Canyon Lane, Sandy, Utah 84093, Attention: David C. Merrell, President, or hand delivered to the President, at or before the taking of the vote at the Meeting. Quorum and Voting. - ------------------ The presence in person or by proxy of a majority of the total number of outstanding shares of Common Stock entitled to vote at the Meeting is required to constitute a quorum for the transaction of business at the Meeting. Abstentions and broker non-votes will be considered represented at the Meeting for the purpose of determining a quorum. The shares represented by each Proxy will be voted in accordance with the instructions given therein. Where no instructions are indicated, the Proxy will be voted in favor of all matters to be voted upon as set forth in the Proxy and, at the discretion of the persons named in the Proxy, on any other business that may properly come before the Meeting. Management knows of no other matter that is anticipated to be presented to the Meeting. Under applicable law, if a quorum is present at the Meeting, the plurality of votes cast in favor of a proposal shall be sufficient to adopt, ratify and approve the proposal; however, to effect an amendment to the Articles of Incorporation of the Company, a vote in person or by proxy of stockholders owning a majority of the shares entitled to vote at the Meeting is required. David C. Merrell, the Company's President, and Leonard W. Burningham, Esq., the Company's legal counsel, collectively own 165,698 shares or 70.509% of the presently outstanding voting securities of the Company, and intend to vote in favor of the Proposals. No other votes are required or necessary. Mr. Merrell is the beneficial owner of an additional 100,000 shares of the Company's Common Stock that were authorized to be issued at a special meeting of the stockholders that was called and held on January 28, 2000, pursuant to a Definitive Proxy Statement filed with the Securities and Exchange Commission, but have not yet been issued; and Mr. Burningham is the beneficial owner of an additional 100,000 shares that were similarly authorized to be issued but have not yet been issued. These shares are not entitled to be voted at this Meeting and are not included in the foregoing computations. Mr. Merrell would own approximately 48% of the outstanding voting securities of the Company, and Mr. Burningham would own approximately 34%, if these securities had been issued and were entitled to be voted at the Meeting. See the caption "Voting Securities and Principal Holders Thereof," below. DISSENTERS' RIGHTS OF APPRAISAL The Nevada Revised Statutes do not provide for dissenters' rights with respect to the Proposals being presented at the Meeting. PROPOSAL 1 - AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO AUTHORIZE A 1.85567 FOR ONE FORWARD SPLIT OF THE OUTSTANDING COMMON STOCK. The Company's Board of Directors has voted to authorize a 1.85567 for one forward split of the outstanding Common Stock of the Company while retaining the current authorized capital and par value, with appropriate adjustments in its capital accounts. This forward split will also affect the shares authorized to be issued to Messrs. Merrell and Burningham outlined above, along with certain other securities that the Board of Directors has authorized to be issued (an additional 100,000 shares) for preparing a required Business Plan that includes the present and intended industries or fields in which the Company intends to conduct its future business operations, and that takes into account any present or proposed acquisitions. These additional 100,000 shares shall not be issued unless the Company adopts the Business Plan presented. See the heading "Changes in Control" of the Caption "Voting Securities and Principal Holders Thereof," below. The primary reasons for this forward split are to increase the "public float" of the Company's securities and to adopt a structure that will allows the Company to complete an Asset Purchase Agreement (see the heading "Changes in Control" of the caption "Voting Securities and Principal Holders Thereof," below. Management recommends a vote in favor of this Proposal. PROPOSAL 2 - AUTHORIZE THE BOARD OF DIRECTORS TO FILE AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO A NAME THAT CONFORMS WITH THE BUSINESS OR INDUSTRY THAT THE BOARD OF DIRECTORS DETERMINES TO ENGAGE IN OR CONFORMS WITH THE NAME OR NAMES OF ANY PROPERTY OR BUSINESS ACQUIRED BY THE COMPANY. The principal purpose of this Proposal is to save the cost and expense of another proxy solicitation once the Company determines what business or industry in which it intends to conduct business operations, by private or public financing or by acquisition. Management also recommends a vote in favor of this Proposal. INTEREST OF MANAGEMENT IN MATTERS TO BE ACTED UPON No director, executive officer, nominee to become a director, or any associate of any of the foregoing persons, has any substantial interest, direct or indirect, by security holdings or otherwise, in the matters to be submitted to a vote of the stockholders at the Meeting, which is not shared by all other stockholders, pro rata, and in accordance with their respective interests in the Company. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF The following table sets forth the share holdings of management and those persons who own more than five percent of the Company's Common Stock Number and Percentage Name and Address of Shares Beneficially Owned - ---------------- ---------------------------- David C. Merrell 136,648 58.148% 9005 Cobble Canyon Lane Sandy, Utah 84093 Todd D. Ross 4,027 1.714% 38 South 1650 West Cedar City, Utah 84720 Leonard W. Burningham, Esq. 29,050 12.361% 455 East 500 South, Suite #205 Salt Lake City, Utah 84111 TOTALS: 169,725 72.223% Messrs. Merrell and Burningham collectively own 165,698 shares or 70.509% of the presently outstanding voting securities of the Company, and intend to vote in favor of the Proposals. No other votes are required or necessary. Mr. Merrell is the beneficial owner of an additional 100,000 shares of the Company's Common Stock that were authorized to be issued at a special meeting of the stockholders that was called and held on January 28, 2000, pursuant to a Definitive Proxy Statement filed with the Securities and Exchange Commission, but have not yet been issued; and Mr. Burningham is the beneficial owner of an additional 100,000 shares that were similarly authorized to be issued but have not yet been issued. These shares are not entitled to be voted at this Meeting and are not included in the foregoing computations. Mr. Merrell would then own approximately 48% of the outstanding voting securities of the Company, and Mr. Burningham then would own approximately 34%. Changes in Control. - ------------------- There are no present arrangements or understandings that may result in a change in control of Deltavision, and there has been no change in control of Deltavision since the beginning of its current fiscal year, January 1, 2000; however, Deltavision is presently involved in negotiations to acquire certain assets that include patents and patent applications, know-how and related commercial licensing agreements that generally involve the development and marketing of vanadium energy storage systems, partially in consideration of the exchange of "restricted securities" in an amount that would involve a change in control if the acquisition presently being discussed were completed, and cash. There is a Letter of Intent outlining this acquisition, but there are numerous conditions to be satisfied before any such transaction could be finalized; accordingly, there can be no assurance that these negotiations will result in the execution of a definitive agreement or any change in control. Primary conditions to the completion of any such transaction include the deposit of substantial funding by one or more of the firms that introduced this opportunity to the Company and that are required to be paid as partial consideration for the assets to be acquired; and a review of the particular industry in which these assets will be utilized, with the formulation of a Business Plan that includes the present and intended post-acquisition business operations during the next 12 months, required funding or cash requirements and sources, if any, material purchases of plant and equipment and available funding or financing arrangements, with this Business Plan to be prepared on the assumption that the acquisition has been completed. VOTE REQUIRED FOR APPROVAL A majority of the outstanding voting securities of the Company constitutes a quorum for the transaction of business at any Meeting. Under applicable law, if a quorum is present at the Meeting, the plurality of votes cast in favor of the Proposals shall be sufficient to adopt, ratify and approve the Proposals; however, to effect an amendment to the Articles of Incorporation of the Company, a vote in person or by proxy of stockholders owning a majority of the shares entitled to vote at the Meeting is required. OTHER MATTERS The Board of Directors of the Company is not aware of any business other than the aforementioned Proposals that will be presented for consideration at the Meeting. If other matters properly come before the Meeting, it is the intention of the person or persons named in the enclosed Proxy to vote thereon in accordance with their best judgment. By Order of the Board of Directors June 10, 2000 David C. Merrell Salt Lake City, Utah Chairman of the Board and Chief Executive Officer APPENDIX "A" PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS OF FIRST DELTAVISION, INC. TO BE HELD TUESDAY, JUNE 20, 2000 By completing and returning this Proxy to First Deltavision, Inc. (the "Company"), you will be designating David C. Merrell, the President of the Company, to vote all of your shares of the Company's Common Stock as indicated below, or you may insert the name of any other person here: - ------------------------------------------------------------------------------ Please complete this Proxy by clearly marking the appropriate column(s), filling out the stockholder information and dating below, and return to the Company in the enclosed self-addressed, envelope. Matters of business are as follows: PROPOSAL 1 - AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO AUTHORIZE A 1.85567 FOR ONE FORWARD SPLIT OF THE OUTSTANDING COMMON STOCK. YES NO ABSTAIN ____ ____ ____ PROPOSAL 2 - AUTHORIZE THE BOARD OF DIRECTORS TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO A NAME THAT CONFORMS WITH THE BUSINESS OR INDUSTRY THAT THE BOARD OF DIRECTORS DETERMINES TO ENGAGE IN OR CONFORMS WITH THE NAME OR NAMES OF ANY PROPERTY OR BUSINESS ACQUIRED BY THE COMPANY. YES NO ABSTAIN ____ ____ ____ The undersigned hereby acknowledges receipt of the Company's Definitive Proxy Statement dated June 10, 2000, and expressly revokes any and all proxies heretofore given or executed by the undersigned with respect to the shares of Common Stock represented in this Proxy. Please sign exactly as your name appears on your stock certificate(s). Joint owners should both sign. If signing in a representative capacity, give full titles and attach proof of authority unless already on file with the Company. Dated: ____________, 2000 _________________________________ Name of stockholder (Please print legibly) Number of shares: ____________ _________________________________ Signature This Proxy is being solicited by, and the above-referenced Proposals are being proposed by, the Board of Directors of the Company. The Proposals to be voted on are not related to or conditioned on the approval of any other matter. You may revoke this Proxy at any time prior to the vote thereon. As of June 1, 2000, which is the record date for determining the stockholders who are entitled to notice of and to vote at the Meeting, the Board of Directors of the Company is not aware of any other matters to be presented at the Meeting. If no direction is indicated on a Proxy that is executed and returned to the Company, it will be voted "FOR" the Proposals set forth above. Unless indicated below, by completing and returning this Proxy, the stockholder grants to Mr. Merrell the discretion to vote in accordance with his best judgment on any other matters that may be presented at the Meeting. ____ Withhold discretion to vote on any other matter presented at the Meeting. APPENDIX B FIRST DELTAVISION, INC. NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 20, 2000 TO ALL STOCKHOLDERS: NOTICE is hereby given that a special meeting of the stockholders of First Deltavision, Inc., a Nevada corporation (the "Company"), will be held at 455 East 500 South, Suite #205, Salt Lake City, Utah 84111, on Tuesday, June 20, 2000, at 2:00 p.m. Mountain Daylight Time, (hereinafter, the "Meeting"). The Meeting will be held for the following purposes 1. To amend the Company's Articles of Incorporation to effect a forward split of its outstanding voting securities on a basis of 1.85567 for one, while retaining the current authorized capital and par value, with appropriate adjustments in the capital accounts of the Company; 2. To authorize the Board of Directors to amend the Company's Articles of Incorporation to change its name to conform with the business or industry that the Board of Directors determines to engage in or conforms with the name or names of any property or business acquired by the Company. 3. To transact any other business that may properly come before the Meeting. As of the date of this Notice, the Board of Directors of the Company is not aware of any other business to come before the Meeting. Only stockholders of record at the close of business on June 1, 2000, are entitled to notice of and to vote at the Meeting or any adjournment thereof. Please complete, sign and date the enclosed Proxy and return it promptly in the enclosed envelope. If you attend the Meeting, you may revoke the Proxy and vote personally on all matters brought before the Meeting. By Order of the Board of Directors David C. Merrell President and Director June 10, 2000 Salt Lake City, Utah -----END PRIVACY-ENHANCED MESSAGE-----