DEF 14A 1 a09-32047_1def14a.htm DEF 14A

 

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

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

 

INTEGRATED  MANAGEMENT INFORMATION, INC.

(Name of Registrant as Specified In Its Charter)

 

Payment of Filing Fee

x

No fee required

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of fee is offset as provided for 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 Number:

 

 

 

 

3.

Filing Party:

 

 

 

 

4.

Date Filed:

 

 

 

 


 

Integrated Management Information, Inc.

221 Wilcox Street, Suite A

Castle Rock, CO 80104

 

NOTICE OF ANNUAL SHAREHOLDERS MEETING

 

DATE

 

December 3, 2009

TIME

 

10:00am Mountain Daylight Time

PLACE

 

Castle Rock Chamber of Commerce
Conference Room
420 Jerry Street
Castle Rock, CO 80104

 

 

 

ITEMS OF BUSINESS

 

1.             To elect five (5) directors of the Company to hold office until the next annual meeting of shareholders or until their successors are duly elected and qualified; and

2.             To ratify the appointment of Gruber & Company, LLC, an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2009.

 

 

 

RECORD DATE

 

Holders of Integrated Management Information, Inc. common stock of record at the close of business on October 6, 2009 are entitled to vote at the meeting.

 

 

 

PROXY VOTING

 

It is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning the proxy card sent to you. You can revoke at any time prior to its exercise at the meeting by following the instructions in the accompanying proxy statement.

 

You are cordially invited to attend the meeting. Whether or not you are planning to attend the meeting, you are urged to complete, date and sign the enclosed proxy card and return it promptly. Should you have any questions or need additional information, you are urged to call the company at (303) 895-3002.

 

By Order of the Board of Directors

 

/s/ John Saunders

 

John Saunders, Chairman

 

 

 

Castle Rock, CO

 

October 22, 2009

 

 

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Integrated Management Information, Inc.

221 Wilcox Street, Suite A

Castle Rock, CO 80104

 

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD DECEMBER 3, 2009

 

INTRODUCTION

 

General

 

This Proxy Statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Integrated Management Information, Inc. (the “Company”) for use at the Annual Meeting of Shareholders of the Company and at any adjournment thereof (the “Annual Meeting”). The Annual Meeting is scheduled to be held at the Castle Rock Chamber of Commerce Conference Room, 420 Jerry Street, Castle Rock, Colorado 80104 on December 3, 2009 at 10:00 a.m. local time. This Proxy Statement and the enclosed form of proxy will first be sent to shareholders on or about October 23, 2009.

 

Matters to be Voted on by Shareholders

 

At the Annual Meeting, the shareholders will vote upon two (2) proposals: the election of directors and the ratification of the Company’s certifying public accounting firm. The Board of Directors is not aware of any matters that are expected to come before the Annual Meeting other than those referred to in this Proxy Statement.

 

Proxies

 

The shares represented by any proxy in the enclosed form, if such proxy is properly executed and is received by the Company prior to or at the Annual Meeting prior to the closing of the polls, will be voted in accordance with the specifications made thereon. Proxies on which no specification has been made by the shareholder will be voted FOR the election to the Board of Directors of the nominees of the Board of Directors named herein and FOR the ratification of the Company’s certifying public accounting firm. If any other matter should come before the Annual Meeting, the persons named in the accompanying proxy intend to vote such proxies in accordance with their best judgment.

 

Revocation of Proxies

 

Proxies are revocable by written notice received by the Secretary of the Company at any time prior to their exercise or by executing a later dated proxy. Proxies will be deemed revoked by voting in person at the Annual Meeting.

 

Record Date

 

Shareholders of record at the close of business on October 6, 2009 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting.

 

Voting Securities

 

On the Record Date, the total number of shares of common stock of the Company, $0.001 par value per share (the “Common Stock”), outstanding and entitled to vote was 20,868,481.

 

Quorum

 

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum.

 

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Voting Procedures

 

Casting Votes. “Record” shareholders of Common Stock (that is, persons holding Common Stock in their own name) in Integrated Management Information, Inc. stock records maintained by our transfer agent, Corporate Stock Transfer, Inc., of Denver, Colorado, may attend the Annual Meeting and vote in person or complete and sign the accompanying proxy card and return it to Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, CO 80209.

 

Counting of Votes. The holders of all outstanding shares of Common Stock are entitled to one vote for each share of Common Stock registered in their names on the books of the Company at the close of business on the Record Date.

 

Required Vote to Constitute a Quorum and Approve Proposals. Shares of Common Stock represented by a properly dated, signed and returned proxy will be counted as present at the Annual Meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote or abstaining. Directors will be elected by a plurality of the votes cast at the Annual Meeting. The ratification of the Company’s certifying public accounting firm also requires the approval of a majority of the votes cast at the Annual Meeting. Therefore, abstentions will have no effect on the election of directors or the ratification of the certifying public accounting firm.

 

Expenses of Solicitation

 

All the expenses of soliciting proxies from shareholders and other expenses incurred in the printing and forwarding of proxies and proxy statements will be borne by the Company.

 

Annual Report

 

Our 2008 Annual Report on Form 10-K is available at no charge upon request. To obtain additional copies, please contact us at 221 Wilcox Street, Suite A, Castle Rock, Colorado 80104, Attention: Chief Financial Officer, or at telephone number (303) 895-3002. Our Annual Report on Form 10-K and our other filings with the SEC, including exhibits, are also available for free online at http://www.imiglobal.com and at the SEC’s Internet site, http://www.sec.gov.

 

PROPOSALS

 

The stockholders are being asked to consider and vote upon two proposals at the meeting. The following is a summary of the proposals and the voting recommendations of the Board of Directors:

 

Proposal

 

Board
Recommendation

1.  Election of Directors

 

FOR

2.  Ratification of the Company’s certifying public accounting firm

 

FOR

 

Following is a detailed description of the proposals to be considered by the stockholders.

 

PROPOSAL 1 - ELECTION OF DIRECTORS

 

The first proposal to be voted on is the election of directors. The Board’s nominees are John Saunders, Dr. Gary Smith, Adam Larson, Robert Van Schoick II and Peter C. Lapaseotes, Jr. Biographical information about each of the nominees is included in “Director Information” below. If elected, each of the nominees will serve until the next annual meeting of shareholders and will be subject to reelection at such meeting along with the other directors.

 

The Board of Directors has no reason to believe that any nominee will be unable to serve or decline to serve as a director if elected. If a nominee becomes unable or unwilling to accept nomination or election, the Board will either select a substitute nominee or will reduce the size of the Board. If you have submitted a proxy and a substitute nominee is selected, your shares will be voted for the election of the substitute nominee.

 

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In accordance with the company’s bylaws, directors are elected by a plurality vote of shares represented and entitled to vote at the meeting. That means the five (5) nominees will be elected if they receive more affirmative votes than any other nominees.

 

Director Information

 

Set out below is certain information concerning our nominees for election as directors of the Company:

 

John Saunders, age 37, founded our company in 1998 and has been its president and chief executive officer since founding. Previously, Mr. Saunders was a partner and consultant for Pathfinder Consulting Services, Inc. in Parker, Colorado. An expert in both technology and the livestock industry, Mr. Saunders is a graduate of Yale University.

 

Pete Lapaseotes, age 51, co-manages the Lapaseotes family farm and feeding operations in Bridgeport, Nebraska. The business includes a cow calf operation, a grass cattle operation and a finish feed yard. Mr. Lapaseotes is also a partner in five John Deere dealerships and 11 The Mercantile Farm, Ranch & Home retail stores. He is a member of the board of directors of Valley Bank and Trust.

 

Adam Larson, age 39, has been involved in the cattle feeding and ranching business since 1991. During that period, he has been a member and manager of eight family organizations involved in cattle ranching and cattle feeding and is primarily involved in cattle financing. Mr. Larson is a graduate of the University of Colorado.

 

Dr. Gary Smith, age 71, is a professor in the Department of Animal Science at Colorado State University, a position he has held since 1990. Dr. Smith received his PhD in Meat Science and Muscle Biology from Texas A&M University. Dr. Smith has also taught at Washington State University, Texas A&M University and FSIS-USDA National Meat Inspection Training Center. Dr. Smith is a member of multiple professional associations and societies and has received numerous academic awards.

 

Robert Van Schoick II, age 59, is president of Med-Pharmex Animal Health. His previous experience includes 28 years in sales and marketing with pharmaceutical giant Merck & Co., where he served for nine years with Merial, Merck’s world leading animal health joint venture. He holds BA and MA degrees from Austin College and a BS in Animal Science from Texas A&M.

 

The Board of Directors recommends a vote “For” all nominees.

 

PROPOSAL 2 - RATIFICATION OF THE COMPANY’S CERTIFYING PUBLIC ACCOUNTING FIRM

 

The shareholders are asked to ratify the appointment of Gruber & Company, LLC as the independent auditors of the books and accounts of the Company for the year-ending December 31, 2009. Such ratification will require the favorable vote of the holders of a majority of the shares of common stock present and voting in person or by Proxy.

 

The Board of Directors recommends a vote “For” this proposal.

 

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Other Matters

 

The Board of Directors does not intend to bring any other matter before the Annual Meeting and has not been informed that any other matters are to be presented by others. In the event any other matter properly comes before the Annual Meeting, the persons named in the enclosed form of proxy will vote all such proxies in accordance with their best judgment on such matters.

 

Whether or not you are planning to attend the Annual Meeting, you are urged to complete, date and sign the enclosed proxy and return it in the enclosed stamped envelope at your earliest convenience.

 

 

By Order of the Board of Directors

 

 

 

/s/ John Saunders

 

John Saunders, Chairman

 

Castle Rock, CO

 

October 22, 2009

 

 

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INTEGRATED MANAGEMENT INFORMATION, INC.

221 WILCOX STREET, SUITE A

CASTLE ROCK, CO 80104

 

Proxy for Annual Meeting of Shareholders to be held on December 3, 2009

 

This Proxy is solicited on behalf of the Board of Directors

 

The undersigned hereby appoints John Saunders as Proxy with full power of substitution in the name, place and stead of the undersigned to vote at the Annual Meeting of Shareholders (the “Meeting”) of Integrated Management Information, Inc., a Colorado corporation, (the “Company”) on December 3, 2009 at 10:00 a.m. MDT or at any adjournment or adjournments thereof, in the matters designated below, all of the shares of the Company’s common stock that the undersigned would be entitled to vote if personally present.

 

 

 

FOR

 

AGAINST

 

ABSTAIN

 

 

 

 

 

 

 

1.             To elect five (5) directors of the Company to hold office until the next annual meeting of shareholders or until their successors are duly elected and qualified: John Saunders, Dr. Gary Smith, Adam Larson, Robert VanSchoick II, and Peter C. Lapaseotes, Jr.

 

o

 

o

 

o

 

 

 

 

 

 

 

2.             To ratify the appointment of Gruber & Company, LLC as the independent auditors of the books and accounts of the Company for the year-ending December 31, 2009.

 

o

 

o

 

o

 

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS AND FOR THE RATIFICATION OF GRUBER & COMPANY, LLC AS THE INDEPENDENT AUDITORS.

 

Please sign hereon. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee, guardian, or corporate officer, please indicate the capacity in which signing.

 

 

 

 

Date

 

 

 

 

 

Print Ownership Name

 

 

 

 

 

Signature

 

 

 

 

 

Signature, if held jointly

 

Please return this proxy in the enclosed envelope and send to: IMI Global, Inc., Attn: Proxy Count, 221 Wilcox Street, Suite A, Castle Rock, CO 80104.

 

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