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SCHEDULE 14A INFORMATION
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-11(c) or ss. 240.14a-12
S C & T INTERNATIONAL, INC.
................................................................................
(Name of Registrant as Specified in Its Charter)
................................................................................
(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 by written 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:
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2) Form Schedule or Registration Statement No.
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3) Filing Party:
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4) Date Filed:
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SC&T INTERNATIONAL, INC. (602) 368-9490
15695 North 83rd Way
Scottsdale, Arizona 85260
May 20, 1998
Dear Shareholder:
It is my pleasure to invite you to attend a Special Meeting of Shareholders of
SC&T International, Inc., on Wednesday, July 8, 1998.
The meeting will begin promptly at 10:00 a.m., local time, at the principal
executive offices of the Corporation at 15695 North 83rd Way, Scottsdale,
Arizona 85260.
The official Notice of Meeting, proxy statement and form of proxy are included
in this letter. The matters listed in the Notice of Meeting are described in
detail in the proxy statement.
The vote of every shareholder is important. Mailing your completed proxy will
not prevent you from voting in person at the meeting if you wish to do so.
Please complete, sign, date and promptly mail your proxy. Your cooperation will
be greatly appreciated.
On behalf of SC&T's Board of Directors and management team, I look forward to
greeting you and our other valued shareholders who are able to attend.
Sincerely,
James Copland
Chairman of the Board and
Chief Executive Officer
SC&T International, Inc.
<PAGE>
S C & T
SC&T INTERNATIONAL, INC.
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Notice of Special Meeting of Shareholders
to be held Wednesday, July 8, 1998
TO THE SHAREHOLDERS OF SC&T INTERNATIONAL, INC.:
Notice is hereby given that a Special Meeting of Shareholders of SC&T
International, Incl, will held at the Company's principal executive offices at
15695 North 83rd Way, Scottsdale, Arizona 85260 on Wednesday, July 8, 1998, at
10:00 a.m. local time, for the following purposes:
1. Proposal to approve an amendment to the Articles of
Incorporation to increase the number of authorized shares of
common stock from 25,000,000 to 75,000,000 .
2. Proposal to approve a reverse stock split in a ratio to be
determined by the Board of Directors in an amount believed to
be sufficient to cause the common stock to achieve and
maintain a price sufficient for eligibility for NASDAQ
listing.
and to transact such other business as may properly come before the meeting or
any adjournments thereof.
Only shareholders of record at close of business on May 11, 1998, will
be entitled to notice of this meeting and to vote at the Special Meeting of
Shareholders and any adjournments thereof.
By Order of the Board of Directors,
James Copland
Chairman of the Board and
Chief Executive Officer
SC&T International, Inc.
May 20, 1998
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YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE ASKED TO COMPLETE, SIGN, DATE AND
RETURN THE ACCOMPANYING PROXY CARD IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
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<PAGE>
PROXY STATEMENT
DATE, TIME AND PLACE INFORMATION
A meeting of the shareholders of SC&T International, Inc. (the "Company"), shall
be held on July 8, 1998, at 10:00 a.m., at the principal executive offices of
the Company at 15695 North 83rd Way, Scottsdale, Arizona 85260.
This Proxy Statement and the enclosed form of proxy are first being sent to each
security holder on or about May 20, 1998.
REVOCABILITY OF PROXY
The proxy contained herein provides that a person given a proxy has the power to
revoke the proxy. Said right to revoke the proxy may be exercised in writing on
or before July 1, 1998. To the best of the knowledge of the Board of Directors
of the Company, only the following proposals will be voted upon at the meeting:
1. Approval of an amendment to the Articles of Incorporation to increase
the number of authorized shares of common stock from 25,000,000 to
75,000,000 (copy of Corporate Resolution
attached hereto as Exhibit "A");
2. Approval of a reverse stock split in a ratio to be determined by the
Board of Directors in an amount believed to be sufficient to cause the
common stock to achieve and maintain a price sufficient for eligibility
for NASDAQ listing (in excess of $5.00 per share) (copy of Corporate
Resolution attached hereto as Exhibit "B"); and
PERSONS MAKING SOLICITATION
The Company has retained Regan & Associates, Ltd., to solicit proxies for a fee
of $3,000 plus reimbursement of out-of-pocket expenses. This solicitation is
made on behalf of the Company. No director of the Company has given the Company
written notice that he/she intends to oppose any action intended to be taken by
the Company and the Board of Directors has unanimously recommended the actions
set forth herein. The cost of solicitation of this proxy shall be borne by the
Company.
DISSENTERS' RIGHT OF APPRAISAL
The matters set forth herein do not give rise to dissenters' rights of appraisal
under Arizona law.
Page 2
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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
On or about October, 1997, James Copland, the Chairman of the Board, President,
Treasurer and Chief Executive Officer of the Company, turned in 1,500,000 shares
of common stock held by him to allow the Company to issue common stock in
conversion of preferred shares. In return therefore, the Board of Directors
voted to issue Mr. Copland 15 shares of $100,000 face value preferred stock. The
Board of Directors determined that this was a fair price for the surrender of
the shares based on the fact that prior offers by other shareholders would have
been sufficient at a substantially higher cost to the Company if it had accepted
these offers and due to the fact that the return of the shares resulted in
reducing the outstanding convertible preferred shares. Mr. Copland's preferred
shares are convertible into common stock at the rate of 12 shares of common
stock for each dollar face value. These shares will be convertible only if
sufficient shares are issued or authorized by a vote of the shareholders to
allow the Company to convert said preferred stock.
The Company believes that all of the foregoing transactions were on terms no
less favorable to the Company than could have been obtained from unrelated third
parties. The Company intends to continue to require that any future transactions
with affiliated parties be on such terms and approved by a majority of the
disinterested directors.
The Company will only have common stock available for such conversion if the
proposal authorizing additional shares is approved. Each director and executive
officer has been issued certain stock options. The Company only has sufficient
shares to honor these options in the event Proposal 1 above is approved.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The sole securities entitled to vote at the meeting are the shares of common
stock of the Company. As of March, 1998, there were 23,153,684 shares of common
stock outstanding.
Only stockholders of record on May 11, 1998 shall be entitled to vote.
To the best of the knowledge of the Company, no person held more than 5% of the
voting common stock of the Company.
DIRECTORS AND EXECUTIVE OFFICERS
No director, officer or affiliate of the Company, nor any beneficial owner of
more than 5% of any class of voting securities of the Company, nor any associate
of any such person, is a party adverse to the Company or any of its subsidiaries
in any legal proceeding or has a material interest adverse to the Company.
Page 3
<PAGE>
AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN FOR EXCHANGE
Proposal 1 seek authorization to amend the Articles of Incorporation of the
Company to authorize the Company to increase its authorized shares of common
stock from 25,000,00 to 75,000,000 shares. As set forth below, authorization is
also being sought for the Board of Directors to approve a reverse split of the
securities of the Company in an amount believed to be sufficient for eligibility
for NASDAQ listing (in excess of $5.00 per share).
The common shares to be authorized pursuant to the vote of the shareholders will
be of the same class and of equal rights as to dividend, voting and preemption
rights with the all other shares of authorized shares of common stock. The
common stock shall have no preemptive rights.
It is anticipated that a portion of the shares to be authorized will be reserved
for issuance to Mr. Copland in conversion for his preferred shares should Mr.
Copland determine to convert said shares. It is anticipated that shares will be
issued to holders of the existing preferred stock of the Company in order to
honor their conversion rights. Both of these conversions will have the effect of
eliminating outstanding preferred shares, however, they generally dilute the
existing common shares. The remaining authorized shares of common are reserved
to raise additional equity capital for the Company through private placements or
future public offerings.
MODIFICATION OR EXCHANGE OF SECURITIES
Proposal 2 seeks to grant the Board of Directors authority to approve a reverse
stock split whereby the common stock of the Company will be reverse split in an
amount to believed by the Board of Directors to be sufficient to cause the
common stock of the Company to achieve and maintain a price sufficient for
NASDAQ listing. Upon the reverse split, shareholders may turn their shares in
for new certificates representing the new post split shares.
The new shares of common stock will, in all manners, have the same rights as the
old common stock with the exception of the reverse split. Management has
proposed this reverse stock split for the following reasons:
1. The reverse split is required to bring the number of shares more in
line with the size of the Company.
2. The Company needs additional authorized shares to be able to arrange
equity financing and to increase shareholder value.
Page 4
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3. The Company is not eligible for a NASDAQ listing unless its stock price
is above $5 and the Company is seeking to avoid penny stock
classification.
4. The Company is currently violation of the terms of its preferred stock
because it cannot convert all preferred stock in accordance with the
terms under which the preferred stock was issued.
FINANCIAL AND OTHER INFORMATION
Management is providing copies of the most recent Form 10-KSB (without exhibits)
to all security holders. The financial information contained therein is
incorporated herein by reference.
AMENDMENT TO CHARTER, BYLAWS OR OTHER DOCUMENTS
The Articles of Incorporation of the Company will be amended by the proposal to
increase the authorized number of shares of common stock and will be further
amended to authorize the reverse split. Copies of the proposed amendments are
attached as Exhibits "A" and "B."
VOTING PROCEDURES
As to the manner in which the vote of security holders is sought, a majority of
those shares voting shall be required for approval.
LIST OF EXHIBITS
Exhibit A Amendment to the Articles of Incorporation to increase the
(Proposal 1) number of authorized shares of common stock from 25,000,000 to
75,000,000.
Exhibit B Amendment to the Articles of Incorporation to authorize a
(Proposal 2) reverse stock split in a ratio to be determined by the Board
of Directors in an amount believed to be sufficient to cause
the common stock to achieve and maintain a price sufficient to
be eligible for NASDAQ listing.
Page 5
<PAGE>
EXHIBIT A
PROPOSAL l
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The first sentence of Article 4 of the Articles of Incorporation of the S C & T
International, Inc., is proposed to be amended to read as follows:
Article 4. The Corporation shall have the authority to issue a
total of eighty million (80,000,000) shares of capital stock,
consisting of:
(1) Seventy five million (75,000,000) shares of common stock,
$0.01 par value per share; and
(2) Five million (5,000,000) shares of serial preferred stock,
$0.01 par value per share.
Each issued and outstanding share of common stock will entitle
the holder thereof to one (1) vote on any matter submitted to a vote of
or consent of shareholders. Issued and outstanding shares of serial
preferred stock will entitle the holder thereof only to those votes, if
any, which may expressly be fixed as hereinafter provided for the
respective series thereof and to voting rights on certain matters, and
in certain circumstances, as set forth in this Article.
The Board of Directors is authorized to provide from time to
time for the issuance of shares of serial preferred stock in series and
to fix from time to time before issuance the designation, preferences,
privileges and voting powers of the shares of each series of serial
preferred stock and the restrictions or qualifications thereof,
including, without limitation, the generality of the foregoing, the
following:
The serial designation and authorized number of shares;
(1) The dividend rate, the date or dates on which such
dividends will be payable and the extent to which such dividends may be
cumulative;
(2) The amount or amounts received by the holders in the event
of voluntary or involuntary dissolution or liquidation of the
Corporation;
<PAGE>
(3) The price or prices at which shares may be redeemed and
any terms, conditions and limitations upon such redemption;
(4) Any sinking fund provisions for redemption or purchase of
shares of such series; and
(5) The terms and conditions, if any, on which shares may be
converted into shares of capital stock, or of other series of serial
preferred stock of the Corporation.
Each series of serial preferred stock, in preference to the
common stock, may be entitled to dividends, from funds or other assets
legally available therefor, at such rates, payable at such times and
cumulative to such extent as may be fixed by the Board of Directors
pursuant to the authority herein conferred upon it. In the event of
dissolution or liquidation of the Corporation, voluntary or
involuntary, the holders of the serial preferred stock, in preference
to the common stock, may be entitled to receive such amount or amounts
as may be fixed by the Board of Directors pursuant to the authority
herein conferred upon it.
Preference stock of any series redeemed, converted, exchanges,
purchased or otherwise acquired by the Corporation shall be canceled by
the Corporation and returned to the status of authorized by unissued
preference stock.
All shares of any series of serial preferred stock, as between
themselves, shall rank equally and be identical, and all series of
serial preferred stock, as between themselves, shall rank equally and
be identical except as set forth in resolutions of the Board of
Directors authorizing the issuance of the series.
<PAGE>
EXHIBIT B
PROPOSAL 2
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Article 4 of the Articles of Incorporation of the S C & T International, Inc.,
is hereby further amended by the addition of Paragraph 7 as follows:
7. Reverse Stock Split. Upon the filing of this Amendment with the
Arizona Corporation Commission, and effective as of 5:00 p.m., Mountain
Standard Time, on the date of filing (hereinafter referred to as the
"Effective Time), every * shares of Common Stock issued and outstanding
as of the Effective Date shall automatically, and without any action on
the part of the stockholders, be converted and combined into one share
of validly issued, fully payable and non-assessable share of Common
Stock, par value $0.01. As of the Effective Time and thereafter, a
certificate(s) representing shares of Common Stock prior to the Reverse
Stock Split shall be deemed to represent the number of new shares into
which the old shares are convertible and the right to recover a cash
payment in lieu of any fractional shares. In the case of a holder of
shares not divisible by *, such fractional shares shall remain as
fractional shares, provided, however, that, at the election of holder,
such fractional shares may be redeemed for a cash payment equal to the
average of the closing bid prices, as reported on the NASDAQ SmallCap
Market on five trading days ending thirty days after the stock is
listed for trading on the NASDAQ SmallCap Market if and when the stock
is listed for trading on the NASDAQ SmallCap Market.
* This amount will be determined on the date of filing of the
amendment by the Board of Directors of the Corporation in an
amount believed by the Board of Directors to be sufficient to
cause the Common Stock to achieve and maintain a price
sufficient to be eligible for NASDAQ listing.
<PAGE>
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S C & T INTERNATIONAL, INC. PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
15695 NORTH 83RD WAY The undersigned hereby appoints James Copland and Harry
SCOTTSDALE, ARIZONA 85260 authorizes them to represent and to vote, as Wilson as
proxies, each with power to appoint his/her substitute, and
herebydesignated below, all the shares of common stock of
the Corporation held on record by the undersigned on May 11,
1998, at the special meeting of the shareholders to be held
on July 8, 1998, or any adjournment thereof.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO PROVIDE 25,000,000 TO 75,000,000 AUTHORIZED SHARES OF
COMMON STOCK.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. PROPOSAL TO APPROVE A REVERSE STOCK SPLIT IN A RATIO TO BE DETERMINED BY THE BOARD OF DIRECTORS IN AN AMOUNT BELIEVED TO BE
SUFFICIENT TO CAUSE THE COMMON STOCK TO ACHIEVE AND MAINTAIN A PRICE SUFFICIENT FOR ELIGIBILITY FOR NASDAQ LISTING.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
This Proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no
direction is made, this proxy will be voted for Proposals 1 and 2.
4. Please sign exactly as name appears below: When shares are held by joint tenants, both should sign.
When signing as attorney, as executor, administrator,
trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President
NAME: or other authorized officer. If a partnership, please sign
------------------------------ in partnership name by authorized person.
DATED: , 1998. SIGNATURE:
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY IN THE ENCLOSED ENVELOPE. SIGNATURE IF HELD JOINTLY:
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