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 240.14a-12
Commercial Concepts, 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.
[ ] 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:
______________________________________________________________
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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 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 Acr 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:
______________________________________________________________
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COMMERCIAL CONCEPTS INC.
324 South 400 West, Suite B
Salt Lake City, Utah 84101
NOTICE OF THE 2000 ANNUAL MEETING OF SHAREHOLDERS
To be Held September 5, 2000
To the Shareholders of Commercial Concepts Inc.,
Notice is hereby given that the Annual Meeting of the Shareholders of
Commercial Concepts Inc. (the "Company"), a Utah corporation, will be held on
September 5, 2000, at 3:00 P.M. MDT time, at the Company's principal offices
located at 324 South 400 West, Suite B, Salt Lake City, Utah, 84101 for the
following purposes:
1. To elect five directors to serve until the 2001 Annual Meeting
of Shareholders;
2. To ratify the selection of Fitzgerald Sanders, LLC as the
Company's independent public accountants for the fiscal year
ending February 28, 2001;
3. To ratify the amended by-laws of the Company;
4. To approve an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of
common stock of the Company to 75,000,000 shares; and
5. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Requests for additional Proxy Statements, Notices of Annual Meeting and
Annual Reports should be made to Commercial Concepts Inc., 324 South 400 West,
Suite B, Salt Lake City, Utah 84101.
The Board of Directors has fixed the close of business on June 15,
2000, as the record date (the "Record Date") for the determination of
shareholders entitled to notice of and to vote at this Annual Meeting. Only
holders of Common Stock at the close of business on the Record Date will be
entitled to vote at the Annual Meeting and any adjournment(s) thereof.
By Order of the Board of Directors
Karl Hansen, Secretary
Salt Lake City, Utah
Dated: August 1, 2000
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The vote of each shareholder will be important at this meeting. You are
urged to complete and sign the enclosed Proxy and return it in the enclosed
postage paid envelope as soon as possible, whether or not you plan to attend the
annual meeting. Such action will not affect your right to vote in person should
you choose to attend the meeting.
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OF
COMMERCIAL CONCEPTS INC.
---------------------------------------------
GENERAL
This Proxy Statement is furnished in connection with the solicitation
of Proxies by the Board of Directors of Commercial Concepts Inc. (the "Company")
for the 2000 Annual Meeting of Shareholders of the Company to be held on
September 5, 2000, at 3:00 p.m. MDT, at the Company's headquarters, 324 South
400 West, Suite B, Salt Lake City, Utah. Shareholders will consider and vote
upon the proposals described herein and referred to in the Notice of Annual
Meeting accompanying this Proxy Statement.
The close of business on June 15, 2000, has been fixed as the record
date for the determination of the Shareholders entitled to notice of, and to
vote at, the Annual Meeting. On such date there were outstanding and entitled to
vote 25,682,630 shares of common stock. Each share of common stock is entitled
to one vote on each matter to be considered at the meeting. For a description of
the principal holders of such stock, see "Security Ownership of Certain
Beneficial Owners and Management" below.
Shares represented by Proxies will be voted in accordance with the
specifications made thereon by the Shareholders. Any Proxy not specifying the
contrary will be voted in favor of Management's nominees for directors of the
Company, for ratification of appointment of the certified public accountants,
for ratification and approval of the Company's amended bylaws, and for approval
of the amendment of the Company's Articles of Incorporation to increase the
number of authorized shares of Common Stock.
The Proxies being solicited by the Board of Directors may be revoked by
any Shareholder giving the Proxy at any time prior to the Annual Meeting by
giving notice of such revocation to the Company, in writing, at the address of
the Company provided below. The Proxy may also be revoked by any Shareholder
giving such Proxy who appears in person at the Annual Meeting and advises the
Chairman of the Meeting of his intent to revoke the Proxy.
The principal executive offices of the Company are located at 324 South
400 West, Suite B, Salt Lake City, Utah 84120. This Proxy Statement and the
enclosed Proxy are being furnished to Shareholders on or about August 14, 2000.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth information as of May 31, 2000, as to
each person who owns of record, or is known by the Company to own beneficially,
more than five percent (5%) of any class of voting securities of the Company.
Amount and
Nature of Percent
Title Name & Address Beneficial Of
of Class of Beneficial Owner Ownership(1) Class(2)
-------- ------------------- ------------ --------
Common Lombardi Research Foundation 4,000,000 15.3%
755 East Gregg Street #25
Sparks, NV 89431
Common George E. Richards 2,147,500 8.2%
1992 S. Chokecherry
Bountiful, Utah 84010
Common Tech Trust 1,736,000 6.6%
45 Triad Center #500-A
Salt Lake City, Utah 84108
Common Wilfred E. Blum 1,641,337(3) 6.3%
1756 East Wasatch Blvd.
Sandy, Utah 84092
Common Scott G. Adamson 1,521,750 5.8%
2485 S. Elaine Dr.
Bountiful, Utah 84010
Common Lee Kunz 2,000,000(4) 7.6%
Denver, CO
(1) Except as otherwise indicated, all shares are beneficially owned with
voting and investment power held by the person named.
(2) Unless otherwise noted, based upon 26,182,630 (including shares subject
to options that are exercisable within sixty days) outstanding as of
May 31, 2000.
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(3) Consists of 941,337 shares held by Blum, Inc., a Utah corporation, of
which Mr. Blum is a controlling shareholder, 300,000 shares held by
Laura Blum, 100,000 shares held by Amber Blum, 100,000 shares held by
Karli Blum, 100,000 shares held by Kerri Blum (all immediate family
members of Mr. Blum).
(4) Includes 1,500,000 common shares of the Company and 500,000 two-year
warrants to purchase common shares of the Company.
Security Ownership of Management
The following table sets forth certain information as of May 31, 2000,
regarding the ownership of each class of equity securities of the Company by
each director or nominee for director of the Company and by all executive
officers and directors as a group.
Amount and
Nature of Percent
Title Name & Address Beneficial Of
of Class Of Beneficial Owner Ownership(1) Class
-------- ------------------- ------------ -----
Common George E. Richards, Jr. 2,147,500 8.2%
1992 S. Chokecherry
Bountiful, Utah 84010
Common Scott G. Adamson 1,521,750 5.8%
2485 S. Elaine Dr.
Bountiful, Utah 84010
Common Karl A. Hansen 1,050,000 4.0%
225 W. 300 S.
Salt Lake City, Utah 84101
Common Lee Kunz, Sr. 2,000,000 7.6%
Denver CO
Common Lee Greenburg 0 0%
16350 Ventura Blvd. #427
Encino, CA 91436
Common All Directors and Officers 6,719,250 25.7%
(1) Except as otherwise indicated, all shares listed include shares subject
to options that officers and directors have the right to exercise
within sixty days and are beneficially owned with voting and investment
power held by the person named.
Changes in Control
The Company is unaware of any arrangement which may at a subsequent
date result in any change of control of the Company.
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PROPOSAL I - ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that the Board of
Directors shall be elected each year at the annual meeting of the Shareholders
of the Company. At the 2000 Annual Meeting, the Board of Directors will nominate
George E. Richards, Scott G. Adamson, Karl A. Hansen, Lee R. Kunz, Sr., and Lee
Greenburg for election as directors of the Company. Upon election, the directors
will serve until the next Annual Meeting of the Shareholders or until their
successors have been elected and qualified. The Board of Directors believes that
all of the nominees will be available and able to serve as directors.
In the absence of instructions to the contrary, the persons named in
the Proxy will vote the Proxies "FOR" the election of the nominees listed below,
unless otherwise specified in the Proxy. The Board of Directors has no reason to
believe that any nominee will be unable to serve, but if any nominee should
become unable to serve, the Proxies will be voted for such other person as the
Board of Directors shall recommend.
Certain information concerning the nominees to the Board of Directors
is set forth below:
Has Served As
Name of Nominee Age Company Position Held Director Since
--------------- --- --------------------- --------------
George E. Richards 37 Director, Chairman, President, 1999
Chief Executive Officer
Karl A. Hansen 47 Director, Chief Financial 2000
Officer, Secretary and Treasurer
Scott G. Adamson 43 Director, Executive Vice President 1999
Lee R. Kunz Sr. 73 Director 2000
Lee Greenburg 43 Director 2000
Board and Committee Meetings
There were eight meetings of the Board of Directors during the last
fiscal year. For a description of directors' fees, see "Executive Compensation -
Compensation of Directors.
Executive Officers and Directors
The executive officers, directors, and significant employees of the
Company are listed on the following table:
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Name Position Age
---- -------- ---
George E. Richards Chairman, Director, President, Chief 37
Executive Officer
Scott G. Adamson Director, Executive Vice President 43
Karl A. Hansen Director, Chief Financial Officer, 47
Secretary and Treasurer
Lee R. Kunz, Sr. Director 73
Lee Greenburg Director 43
The term of each executive officer is one year. Officers are elected
each year at the Annual Meeting of the Board of Directors.
Certain information regarding the business experience of these
executive officers, directors and significant employees is set forth below.
George E. Richards has served as Chief Executive Officer and a director
of the Company since March 1, 1999. Mr. Richards may be elected to successive
terms of office. Since June 1996, Mr. Richards has served as the President and
Director of Richards & Associates, Inc., a financial consulting firm of which
Mr. Richards is the sole shareholder. From May, 1993 to June, 1996, Mr. Richards
was employed by The Goldenberg Group, Inc., a division of Plygem, Inc. Mr.
Richards attended Cal State Fullerton.
Scott G. Adamson has served as Executive Vice President and a director
of the Company since July 1999. Mr. Adamson may be elected to successive terms
of office. Since 1986, Mr. Adamson has served as the President and a director of
SGA Financial Group, Inc., a financial company, which he founded to provide
project and debt financing, and currency conversion services. From 1981 to 1986,
Chase Manhattan employed Mr. Adamson in its Latin American division as a 2nd
Vice President. Mr. Adamson received a Bachelors of Science in Business
Administration from Weber State University in 1979 and a Masters of
International Management from the American Graduate School of International
Management in 1981.
Karl A. Hansen has served as Chief Financial Officer and Director since
February 2000. Mr. Hansen may be elected to successive terms of office. He is a
Certified Public Accountant. From June 1999 to February 2000 Mr. Hansen served
as a consultant with RHI Management Resources, providing financial consulting
services to an Internet related company. From December 1997 to May 1999, Mr.
Hansen served as CFO of East European Imports, Inc., a Miami-based importation
company. From December 1987 to 1997, Mr. Hansen served as CFO of two related
mining companies, American Pacific Mining Company and Jordex Resources, Inc.
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From 1977 to 1987 Mr. Hansen worked in financial positions with Ernst & Young,
Salomon Brothers and Lever Brothers. Mr. Hansen received a Bachelor of Science
degree in management from Rensselaer Polytechnic Institute and a Bachelor of
Science degree in Accounting from the Rochester Institute of Technology, awarded
in 1977.
Lee R. Kunz Sr. has served as a director since April 2000. He may be
elected to successive terms of office. He is the retired CEO of Kunz
Construction Company. Mr. Kunz served for 19 years on the hospital Board of
Directors of Lutheran Medical Center, and was the founder and President of
Wildlife Vaccines Corp. and has been associated with the development of several
other biological and pharmaceutical companies. Mr. Kunz understands the
challenges of financing for a new company and brings solid business experience
to the Company.
Lee Greenberg (43) is a seasoned CEO/Senior Executive with Fortune 500
experience. He was President of the West Coast subsidiary of Ply Gem Industries,
CEO of the Lion Group in the United States, and a top executive with TCII. Mr.
Greenberg has also served as CEO of The American Israel Chamber of Commerce in
the Western US and as President of The American Israel Economic Education
Foundation in the Western United States. Mr. Greenberg received a Bachelor's
degree from the University of Hartford and a law degree from Pepperdine
University. Mr. Greenburg owns no shares of the Company.
During the past five years none of the officers/or directors, or any of
the promoters or control persons of the Company have been partners/or executive
officers of a business less than two years from the time in which a bankruptcy
petition was filed against the business. Also, none of the officers/or
directors, or any of the promoters or control persons have been convicted in or
been the subject of any pending criminal proceedings, or the subject of any
order, judgment or decree involving the violation of any federal or state
securities laws. There is no unresolved significant litigation outstanding
against the Company or its officers and/or directors.
If any outside director is requested to perform services for the
Company beyond normal service as a director, such director will be compensated
for the performance of such services at rates to be agreed upon by such director
and the Company.
There are no family relationships between any directors or executive
officers of the Company.
EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash remuneration paid by
the company for services rendered in all capacities during the last fiscal year
by its Chief Executive Officer and by its most highly compensated executive
officers whose cash remuneration from the Company and its subsidiaries exceeded
$100,000. No executive officer received cash remuneration in excess of $100,000
in fiscal year1999 or fiscal year 1998.
The Company has no deferred compensation plan. The following sets forth
a summary of cash and non-cash compensation for each of the last three fiscal
years ended February 29, 2000
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and February 28, 1999 and 1998. Beginning in fiscal year 2001, the Company has
instituted a performance-based bonus plan for Company management.
<TABLE>
<CAPTION>
Summary Compensation Table
-------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
Awards
Name and Fiscal Salary Bonus Restricted Options/ All Other
Principal Position Year ($) ($) Stock SARs Compensation
Awards (#) ($)
($)
<S> <C> <C> <C> <C> <C> <C>
George E. Richards, Jr. 2000 $120,000(1) $11,800(2) - - -
Chief Executive Officer 1999 10,000(3) - - - -
1998 - - - - -
Scott G. Adamson 2000 $ 73,233(4) $34,900(5) - - -
Executive Vice-President 1999 - - - - -
1998 - - - - -
</TABLE>
(1) $72,000 paid in cash and $48,000 deferred. Deferred compensation
payable by the Company to Mr. Richards in fiscal year 2001. Payment of
deferred wages will be with cash or, at the option of Mr. Richards, in
common stock of the Company valued at the average closing price of the
common shares of the Company during the periods in which Mr. Richard's
compensation was deferred.
(2) Bonus paid in stock. On December 23, 1999 the Company issued 147,500
restricted shares to Mr. Richards, valued at $.08 per share as
reported in "Certain Relationships and Related Transactions" below.
(3) Salary paid in stock. On February 3, 1999 the Company issued 50,000
shares, valued at $.20 per share as reported in "Certain Relationships
and Transactions" below.
(4) $25,305 paid in cash and $47,928 deferred. Deferred compensation is
payable by the Company to Mr. Adamson in fiscal year 2001 under the
same conditions as described for Mr. Richards in (1) above.
(5) Bonus amount consists of $9,900 paid in stock (123,750 shares of stock
of the Company, valued at $.08 per share and issued on December 23,
1999) and $25,000 deferred. The deferred bonus compensation is payable
by the Company to Mr. Adamson in fiscal year 2001 under the same
conditions as described for the payment of deferred wages for Mr.
Richards in (1) above.
Other Compensation
The Company does not have a key-man life insurance policy on the life
of any executive officer or director. The Company provides health insurance to
its employees. The Company had no other retirement, pension or similar programs
in fiscal year 2000.
Stock Option Plans
No stock options or stock appreciation rights ("SARs") have been
granted by the Company.
Director Options
There are no Director stock options or SARs.
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Compensation of Directors
Board members do not receive any directors' fees. Directors are
reimbursed for their expenses of attending meetings outside the area in which
they live.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth herein describes certain transactions between
the Company and certain affiliated parties. Future transactions, if any, will be
approved by a majority of the disinterested members of the Company's Board of
Directors and will be on terms no less favorable to the Company than those that
could be obtained from unaffiliated parties.
On October 21, 1999 Karl Hansen accepted an offer to become the Chief
Financial Officer of the Company. The Company's offer included a bonus of
500,000 restricted common shares. The bonus was increased by an additional
500,000 shares on May 31, 2000. If Mr. Hansen's employment with the Company is
terminated prior to January 1, 2001, 300,000 shares will be returned. Between
October 21, 1999 and March 15, 2000 Mr. Hansen purchased 50,000 common shares of
the Company.
Lee Kunz, a director of the Company since April 2000, purchased 300,000
common shares of the Company for $24,000 in November 1999, on behalf of L&B
Charitable Trust, a Colorado trust. The shares were issued in reliance on Rule
504 of Regulation D promulgated under the 1933 Act. Mr. Kunz, on behalf of L & B
Charitable Trust, on or about February 2000 also purchased 500,000 restricted
common shares of the Company for $75,000. These shares were issued in reliance
on Rule 506 of Regulation D promulgated under the 1933 Act. On or about January
2000, Mr. Kunz on behalf of L & B Charitable Trust purchased 200,000 restricted
common shares of the Company for $20,000 received by the Company. The 200,000
shares acquired by L & B Charitable Trust were a part of the 2,198,000 shares
issued to Scott G. Adamson, the Executive Vice President of the Company, in
August 1999. The shares were endorsed to L & B Charitable Trust in March 2000.
On or about April 18, 2000 L&B Charitable Trust purchased 500,000
restricted common shares of the Company for $100,000. The funds will be remitted
to the Company at the rate of $20,000 per month over five months. The purchase
price also included two-year warrants to purchase an additional 500,000 common
shares of the Company at a price of $0.50 in the first year and $0.75 in the
second year. These shares were issued in reliance on Rule 506 of Regulation D
promulgated under the 1933 Act.
Ron Poulton, the trustee of Tech Trust, a shareholder owning more than
five percent of the outstanding shares of stock of the Company, rendered legal
services to the Company from 1985 to November 1999. Legal fees and expenses paid
or payable to Mr. Poulton in the twelve-month period ended February 29, 2000
totaled $28,988 and totaled $57,862 and $5,700 for the fiscal years ended
February 28, 1999 and 1998, respectively.
On December 23, 1999 the Company issued 147,500 shares of common stock
to Richards & Associates, Inc., a Utah corporation, of which Mr. George E.
Richards, Jr., the President
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and Chief Executive Officer of the Company, is the sole shareholder, 123,750
shares to Scott Adamson, its Executive Vice President, 69,300 shares to Larry D.
Rogers, its Vice-President, and an aggregate of 134,500 shares to all other
employees as year-end employment bonuses.
On December 15, 1999 the Company agreed to issue an option to purchase
500,000 shares of common stock, at an exercise price of $0.104 per share, to Mr.
Wilfred Blum, a director of the Company, as repayment of $52,000 of
reimbursements and other expenses allegedly owed by the Company to Mr. Blum. The
Company has negotiated a written agreement regarding the same with Mr. Blum.
In August of 1999 the Company reached an oral agreement with
Cybercenters International, Inc. ("Cybercenters"), a principal shareholder of
which is Scott Adamson, an Executive Vice President of the Company, to acquire
all of the issued and outstanding stock of Cybercenters after February 28, 2000.
As part of the transaction, the Company issued 342,000 shares of stock to three
shareholders of Cybercenters in consideration of an oral agreement by such
persons to pay an aggregate of $18,642 to the Company. Mr. Adamson was issued
2,198,000 shares of common stock in consideration of an oral agreement to pay
$131,880 to the Company. The foregoing obligations are not due and payable until
the stock is sold. Mr. Adamson subsequently endorsed 800,000 of the 2,198,000
common shares issued to him to other investors for the benefit of the Company.
All funds realized by such sales were remitted directly to the Company and
partially offset Mr. Adamson's indebtedness to the Company. No interest accrues
on the obligations.
In July of 1999, Richards & Associates, Inc., a Utah corporation, of
which Mr. Richards is the sole shareholder, and Wilfred Blum, a director of the
Company, each pledged 2,000,000 shares of stock personally held by them (for an
aggregate amount of 4,000,000 shares) to Lombardi Research Foundation to secure
a short-term loan to the Company in the amount of $30,000. The proceeds of the
loan were used to finance a business development trip to China and to purchase
assets for the Company. The loan was to be repaid on or before August 1999. When
the loan was not repaid by August 1999, Lombardi Research Foundation caused all
4,000,000 shares to be transferred to it pursuant to a security agreement. The
shares pledged by Richards & Associates to secure the loan were issued to it on
May 5, 1999 as described below. The shares pledged by Mr. Blum however, were
issued to Mr. Blum by the Company's transfer agent at Mr. Blum's request without
the approval of the Company's Board of Directors. Since all of the proceeds of
the loan were used for the Company's benefit, on December 23, 1999, the Company
issued 2,000,000 shares of common stock to Richards & Associates to replace the
shares that were transferred to Lombardi. The Company did not issue replacement
shares to Mr. Blum. The Company has also implemented certain procedures to
prevent the issuance of stock without the approval of the Company's Board of
Directors.
On May 5, 1999, the Company issued 2,000,000 shares of common stock to
Richards & Associates, Inc., a Utah corporation, of which the current Chief
Executive Officer and President, George E. Richards, Jr., is the sole
shareholder, in consideration of an oral agreement to pay the Company $120,000.
The obligation is not payable until the shares of stock are sold and no interest
accrues on the obligation.
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The Company paid Albert Fretz, who at the time of the transaction was
an officer of the Company, a royalty fee of $6,750 for the year ended February
28, 1999 in relation to sales of Quick Fixx 2000 software.
On January 25, 1999, the Company issued 2,000,000 shares of restricted
common stock valued at $.06 per share, for a total amount of $120,000 to Wilfred
Blum, a director of the Company and its former Chief Executive Officer and
President. Of the shares issued, 1.6 million shares or $96,000 worth of stock
was issued for services rendered to the Company during the fiscal year ended
February 28, 1999, and 400,000 shares, or $24,000 worth of stock was issued to
repay cash advances to the Company. On or about July 1999, the Company loaned
$12,340 to Mr. Blum. No note was executed for this advance. The loan did not
bear interest. The loan was repaid in calendar year 2000.
On February 3, 1999, the Company issued 50,000 shares of restricted
common stock valued at $.20 per share, for a total amount of $10,000 to Richards
& Associates, Inc., a Utah corporation, of which Mr. George E. Richards, Jr.,
the current Chief Executive Officer and President of the Company, is the sole
shareholder, for services rendered by Mr. Richards to the Company during the
fiscal year ended February 29, 1999.
PROPOSAL TWO - RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Fitzgerald Sanders
LLC as the independent public accountants of the Company for the fiscal year
ending February 28, 2001. Fitzgerald Sanders LLC has served as the Company's
independent public accountants since 1999.
During the two most recent years the Company has not consulted with
Fitzgerald Sanders LLC on items which (i) were or should have been subject to
SAS 50 or (ii) concerned the subject matter of a disagreement or reportable
event with the former auditor, (as described in Regulation S-K Item 304(a)(2)).
Representatives of Fitzgerald Sanders, LLC are expected to attend the
Annual Meeting of Shareholders and will be available to respond to appropriate
questions and will be afforded the opportunity to make a statement if they
desire to do so.
In the absence of instructions to the contrary, the persons named in
the Proxy will vote the Proxies FOR ratification of the selection of Fitzgerald
Sanders LLC as independent public accountants for the Company.
PROPOSAL THREE - RATIFICATION OF REVISED BY-LAWS FOR COMMERCIAL CONCEPTS, INC
At the annual meeting, the shareholders are being asked to approve a
new set of by-laws for the Company. A complete version of these revised by-laws
is included in this Proxy as Exhibit 1.
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The revision of Commercial Concept's by-laws is being requested in
order to update the by-laws to reflect the Company's changed status. Originally
formed in 1984 as a mining development company, Commercial Concepts today has
changed its focus to the development of proprietary software development
platforms. The Company's Board of Directors believes the new by-laws more
appropriately reflect this new operational focus.
VOTE REQUIRED AND BOARD OF DIRECTORS RECOMMENDATION
The affirmative vote of a majority of the shares of the Company's
Common Stock present or represented and voting at the annual meeting will be
required to approve this proposal. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" THE PROPOSAL.
PROPOSAL FOUR - RATIFICATION OF AN INCREASE IN AUTHORIZED COMMON SHARES
OF COMMERCIAL CONCEPTS, INC.
At the annual meeting, the shareholders are being asked to approve an
increase in the authorized common shares of Commercial Concepts, Inc. The
Company currently has authorized common shares totaling 50,000,000 with a par
value of $0.001. This proposal is to increase the authorized common shares of
the Company by 25,000,000 to a total of 75,000,000 with a par value of $0.001.
Commercial Concepts, Inc., as of May 31, 2000 has 25,682,630 common
shares issued and outstanding, or 51.4% of the 50,000,000 currently authorized
common shares of the Company. Commercial Concepts Inc. is engaged in the
aggressive development of a variety of proprietary software products and will
require funding to successfully achieve full commercialization of these
products. The Company expects to obtain this funding via the issuance of
additional common shares. The Company does not anticipate that this additional
necessary funding will require issuance of all remaining authorized common
shares. However, it is possible that there will be insufficient authorized but
unissued common shares for the Company to take advantage of future technology or
other asset acquisitions.
The Board of Directors of Commercial Concepts Inc, strongly believes
that the best interests of Commercial Concepts Inc. will be served if the
authorized common shares of the Company are increased as requested in this
Proposal. Inadequate authorized but unissued common shares will prevent the use
of equity issuance as a tool to promote the future growth of the Company, or for
any other purpose.
VOTE REQUIRED AND BOARD OF DIRECTORS RECOMMENDATION
The affirmative vote of a majority of the outstanding shares of the
Company's Common Stock will be required to approve this proposal. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL.
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SHAREHOLDER PROPOSALS
If a Shareholder wishes to present a proposal at the 2001 Annual
Meeting of Shareholders, the proposal must be received by Commercial Concepts
Inc., 324 South 400 West, Suite B, 2417 South 3850 West, Salt Lake City, Utah
84101 prior to September 1, 2000 (to be calculated once the meeting date is
set). The Board of Directors will review any proposal which is received by that
date and determine whether it is a proper proposal to present at the 2001 Annual
Meeting.
VOTE REQUIRED
A majority of the 25,682,630 issued and outstanding shares of common
stock of the Company shall constitute a quorum at the Annual Meeting. Under the
Utah Revised Business Corporation Act, the affirmative vote of at least a
majority of the shares represented at the meeting is required for all proposals
to come before the meeting, except the proposal to amend the Company's Articles
of Incorporation, which requires a majority vote of the shares issued and
outstanding.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not intend to present and has not been informed that any other
person intends to present, a matter for action at the 2000 Annual Meeting other
than as set forth herein and in the Notice of Annual Meeting. If any other
matter properly comes before the meeting, it is intended that the holders of
Proxies will act in accordance with their best judgment
In addition to the solicitation of proxies by mail, certain of the
officers and employees of the Company, without extra compensation, may solicit
proxies personally or by telephone. The Company will also request brokerage
houses, nominees, custodians and fiduciaries to forward soliciting materials to
the beneficial owners of common stock held of record and will reimburse such
persons for forwarding such material. The cost of this solicitation of proxies
will be borne by the Company.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB (INCLUDING
FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS SCHEDULES) FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "10-KSB") MAY BE OBTAINED WITHOUT CHARGE
BY WRITING TO THE COMPANY, ATTENTION: KARL HANSEN, SECRETARY, 324 SOUTH 400
WEST, SUITE B, SALT LAKE CITY, UTAH 84101. COPIES OF THE COMPANY'S 2000 ANNUAL
REPORT TO SHAREHOLDERS, INCLUDING THE 10-KSB, ARE BEING MAILED WITH THIS PROXY
STATEMENT. ADDITIONAL COPIES MAY BE OBTAINED BY WRITING TO COMMERCIAL CONCEPTS
INC., 324 SOUTH 400 WEST, SUITE B, SALT LAKE CITY, UTAH 84101 ATTENTION: KARL
HANSEN, SECRETARY.
15
<PAGE>
The enclosed Proxy is furnished for you to specify your choices with
respect to the matters referred to in the accompanying Notice and described in
this Proxy Statement. If you wish to vote in accordance with the Board's
recommendations, merely sign, date and return the Proxy in the enclosed
envelope, which requires no postage if mailed in the United States. A prompt
return of your Proxy will be appreciated.
By order of the Board of Directors
/s/ Karl Hansen
--------------------------
Karl Hansen, Secretary
Salt Lake City, Utah
August 1, 2000
16
<PAGE>
[FRONT OF CARD]
COMMERCIAL CONCEPTS, INCORPORATED
PROXY FOR FISCAL YEAR 2000 MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Commercial Concepts, Inc., a Utah corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and
Proxy Statement, each dated ______________, and hereby appoints ________________
and ________________ and each of them, proxies and attorney-in-fact, with full
power to each of substitution, on behalf and in the name of the undersigned, to
represent the undersigned at the fiscal year 2000 Annual Meeting of Stockholders
of Commercial Concepts, Inc., to be held on September 5, 2000 at 3:00 P.M.,
local time at the offices of Commercial Concepts, Inc., 324 S 400 W Suite B,
Salt Lake City, 84101, or other location should expected attendance exceed the
capacity of the Commercial Concept, Inc. offices, and any adjournment(s)
thereof, and to vote all shares of Common Stock which the undersigned would be
entitled to vote if then and there personally present, on the matters set forth
on the attached page.
<PAGE>
[BACK OF CARD]
COMMERCIAL CONCEPTS, INC., ANNUAL MEETING TO BE HELD ON SEPTEMBER 5, 2000
AT 3:00 P.M. MST FOR STOCKHOLDERS AS OF JUNE 15, 2000.
THIS PROXY WILL BE VOTED FOR AS DIRECTED OR, IF NO DIRECTION IS INDICATED,
WILL BE VOTED FOR ITEMS 1 THROUGH 4.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. Election of directors: George Richards Jr., Scott G. Adamson, FOR ALL WITHHOLD VOTE
Karl Hansen, Lee Kunz, Lee Greenberg NOMINEES FROM ALL NOMINEES
[ ]_________________________________________________________ [ ] [ ]
For all nominees except as noted above
FOR AGAINST
2. To ratify the appointment of Fitzgerald Sanders, LLC as
independent accountants for the fiscal year ending [ ] [ ]
February 28, 2001.
FOR AGAINST
3. To approve the adoption of new by-laws for Commercial
Concepts, Inc. [ ] [ ]
4. To approve to amend the Articles of Incorporation to increase FOR AGAINST
the common shares of Commercial Concepts, Inc. from
50,000,000 to 75,000,000. [ ] [ ]
</TABLE>
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. This Proxy should be marked, dated,
signed by the stockholder(s) exactly as his or her name appears hereon. When
shares are held 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 by President or other
authorized officer. If a partnership, please sign in partnership name by an
authorized person.
Signature: ________________________________________
Date: ________________________________________
Signature if held jointly: ________________________________________________
Date: ________________________________________
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
