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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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
Acqua Clara Bottling & Distribution, 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 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 0-12.
(1) Title of each class of securities to which transaction applies:
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(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 fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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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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AQUA CLARA BOTTLING & DISTRIBUTION, INC.
1315 CLEVELAND STREET
CLEARWATER, FL 33755
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD
MARCH 7, 2000
NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Aqua
Clara Bottling & Distribution, Inc., a Colorado corporation (the "Company") will
be held at the Company's headquarters, located at 1315 CLEVELAND STREET,
CLEARWATER, FLORIDA 33755 on MARCH 7, 2000 AT 9:00 A.M. (local time) for the
following purposes:
1. To consider and vote upon a proposed amendment to the Company's Articles
of Incorporation, increasing the number of authorized shares from
Fifty-Five Million to One Hundred Five Million, which has been approved
by the Company's Board of Directors on January 13, 2000 and is
recommended for adoption.
2. To consider and vote upon a proposed amendment to the Company's Articles
of Incorporation, modifying the indemnification of directors, officers
and others, which has been approved by the Company's Board of Directors
on January 13, 2000 and is recommended for adoption.
Only holders of record of the common stock and preferred stock of the
Company at the close of business on January 18, 2000 will be entitled to notice
of and to vote at the meeting.
By Order of the Board of Directors
E. J. Mersis, Chairman
Dated: January 24, 2000
ALL OF THE STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR
NOT YOU EXPECT TO BE PRESENT, THE BOARD OF DIRECTORS RECOMMENDS THAT THE
STOCKHOLDERS VOTE FOR PROPOSAL 1 AND 2.
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AQUA CLARA BOTTLING & DISTRIBUTION, INC.
1315 CLEVELAND STREET
CLEARWATER, FL 33755
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
MARCH 7, 2000
This Proxy Statement is being furnished to you in connection with the
solicitation by the Board of Directors of Aqua Clara Bottling & Distribution,
Inc., a Colorado corporation (the "Company"), of proxies to be voted at the
special meeting of stockholders to be held at the Company's headquarters,
located at 1315 Cleveland Street, Clearwater, Florida 33755 on March 7, 2000 at
9:00 A.M., local time, and at any and all adjournments thereof. Matters to come
before the meeting are (1) a proposed amendment to the Company's Articles of
Incorporation, increasing the number of authorized shares from Fifty-Five
Million to One Hundred Five Million, and (2) a proposed amendment to the
Company's Articles of Incorporation, modifying the indemnification of directors,
officers and others.
Any shareholder giving a proxy has the power to revoke it at any time
before it is voted by transmitting a written revocation to the Company or by
appearing in person at the meeting. The approximate date on which this Proxy
Statement and the proxy will be first sent or given to the shareholders is
February 4, 2000. The solicitation of proxies will be by mail except that
further solicitation may be made in writing, by person, or by telephone contact
with some stockholders after the original mailing. Such further solicitation
will be made by regular employees of the Company who will not be additionally
compensated therefor. A professional proxy solicitor has not been engaged. All
costs incurred in connection with the solicitation of proxies will be paid by
the Company.
VOTING SECURITIES AND REQUIRED VOTE
The Board of Directors of the Company has fixed the close of business on
January 18, 2000 as the record date for the determination of stockholders
entitled to notice of and to vote at the special meeting. On January 18, 2000
the Company had outstanding 46,433,287 shares of common stock entitled to vote.
On January 18, 2000 the Company had outstanding 685.25 shares of preferred stock
(Series A Convertible Preferred Stock), which are entitled to vote as a separate
class. Each outstanding share of common stock and of preferred stock entitles
the holder to one vote. The presence in person or by proxy of not less that
one-half of the outstanding shares of common stock and not less than one-half of
the outstanding shares of preferred stock is necessary to constitute a quorum at
the meeting. Each proposed amendment shall be approved if more common shares are
voted, in person or by proxy, for the amendment than are voted against the
amendment, and if more preferred shares are voted, in person or by proxy, for
the amendment than are voted against the amendment.
PROPOSED AMENDMENT TO ARTICLES INCREASING THE AUTHORIZED SHARES
The Company currently has authorized 50,000,000 shares of common stock and
5,000,000 shares of preferred stock as provided in the first paragraph of
Article III of its Articles of Incorporation. Current Article III, first
paragraph, is attached as Exhibit A. The Board of Directors has determined that
the Company will need additional common shares. No change is being made to the
number of authorized preferred shares. The common shares are needed to fulfill
current and potential conversion obligations for outstanding Series A
Convertible Preferred Stock and for outstanding 8% Series B Convertible
Debentures. (On January 18, 2000 the Company had outstanding 685.25 shares of
Series A Convertible Preferred Stock and $375,000 of 8% Series B Convertible
Debentures.) Further, the Company seeks to increase the amount of authorized
common shares to facilitate raising capital and to provide for stock options.
The Company's Board of Directors has, therefore, approved, and recommends to the
stockholders for their approval and adoption, an
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amendment to the Company's Articles of Incorporation that would amend the first
paragraph of Article III to read as follows:
ARTICLE III
CAPITAL STRUCTURE
The maximum number of shares of stock which this Corporation is authorized
to issue or to have outstanding at any time shall be 105,000,000 shares, of
which 100,000,000 shares shall be common stock, no par value per share, and of
which 5,000,000 shares shall be preferred stock, no par value per share.
PROPOSED AMENDMENT TO ARTICLES
MODIFYING THE INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
The Company currently has lengthy, involved and redundant indemnification
provisions in Article IX of its Articles of Incorporation. Current Article IX is
attached as Exhibit B. It is thought that the Article IX provisions were
intended to track Colorado law at the time of incorporation. The Board of
Directors has determined that the Article IX provisions do not provide the
flexibility required in a modern corporate setting where the statutory and case
law on such liability is changing. Setting forth indemnification provisions in
great detail in the Articles of Incorporation requires the time and expense of
stockholder meetings to make modifications. The Board of Directors has
determined that a provision permitting indemnification to the maximum extent
permitted by law and subject to limitation by the Board of Directors in the
Bylaws would better serve the Company. This permits the Articles of
Incorporation to reflect any changes in the law. This permits the Board of
Directors to tailor the indemnification provisions to the specific needs of the
Company to the extent permitted by law. The amendment would apply to current and
future Board members. The Company's Board of Directors has, therefore, approved,
and recommends to the stockholders for their approval and adoption, an amendment
to the Company's Articles of Incorporation that would amend Article IX to read
in its entirety as follows:
ARTICLE IX
INDEMNIFICATION
Except as is limited by the Bylaws, this Corporation shall indemnify, to
the maximum extent permitted by law, any person, who is or was a director,
officer, agent, fiduciary or employee of this Corporation on or after the
effective date of this Amendment, against any claim, liability or expense
arising against or incurred by such person made party to a proceeding because he
is or was a director, officer, agent, fiduciary or employee of this Corporation
or because he is or was serving another entity or employee benefit plan as a
director, officer, partner, trustee, employee, fiduciary or agent at this
Corporation's request. This Corporation shall further have the authority to the
maximum extent permitted by law to purchase and maintain insurance providing
such indemnification.
OTHER BUSINESS
It is not anticipated that any other matters will be brought before the
meeting for action. If any such other matters shall properly come before the
meeting or any adjournment thereof, it is intended that the holders of the
proxies may, in the absence of instructions to the contrary, exercise their
discretion to vote or act on such matters as they determine to be appropriate.
By Order of the Board of Directors
E. J. Mersis, Chairman
Clearwater, Florida
January 24, 2000
<PAGE> 5
EXHIBIT A
This is the current first paragraph of Article III of the Articles of
Incorporation, which is to be replaced by the proposed first paragraph of
Article III.
ARTICLE III
CAPITAL STRUCTURE
The maximum number of shares of stock which this Corporation is authorized
to issue or to have outstanding at any time shall be 55,000,000 shares, of which
50,000,000 shares shall be common stock, no par value per share, and of which
5,000,000 shares shall be preferred stock, no par value per share.
EXHIBIT B
This is the current Article IX of the Articles of Incorporation, which is to be
replaced in its entirety by the proposed Article IX.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
This Corporation shall:
A. Indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation) by reason of the fact
that he is or was a director, officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in the best interests of the Corporation and, with respect to any
criminal action or proceedings, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent is not, of itself, determinative that such person did not
meet the foregoing standard of conduct.
B. Indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or
in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent
of the Corporation or is or was serving at the request of the Corporation
as a director, officer, employee or agent of the Corporation, partnership,
joint venture, trust or other enterprise against expenses (including
attorney's fees) actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in the best interests of the
Corporation; but no indemnification shall be made in respect of any claim,
issue or matter as to which such person has been adjudged liable to the
Corporation.
C. Indemnify a Director, officer, employee or agent of the
Corporation who has been wholly successful, on the merits or otherwise, in
defense of any action, suit or proceeding referred to in Subparagraph A or
B of this Article against expenses (including attorney's fees) actually and
reasonably incurred by him in connection therewith.
<PAGE> 6
D. Authorize payment of expenses (including attorney's fees) incurred
in defending a civil or criminal action, suit or proceeding in advance of
the final disposition of such action, suit or proceeding as authorized in
Subparagraph E of this Article if:
1. The Director, officer, employee or agent furnishes to this
Corporation a written affirmation of such person's good faith belief
that he has met the applicable standard of conduct required to receive
indemnification;
2. Such person furnishes to this Corporation an undertaking,
executed personally or on behalf of such person to repay such amount if
it is ultimately determined that he did not meet the applicable standard
of conduct; and
3. A determination is made that the facts then known to those
making the determination would not preclude indemnification pursuant to
this Article.
E. Authorize indemnification under Subparagraph A or B of this
Article (unless ordered by a court) in the specific case upon a
determination that indemnification of the Director, officer, employee or
agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in said Subparagraph A or B. Such
determination shall be made:
1. By the Board of Directors by a majority vote of those present
at a meeting at which a quorum is present, and only those Directors not
parties to such action, suit or proceeding shall be counted in
satisfying the quorum requirement, or
2. If such a quorum cannot be obtained, by a majority vote of a
committee of the Board of Directors designated by the Board of
Directors, which committee shall consist of two or more Directors not
parties to such action, suit or proceeding; except that Directors who
are parties to such action, suit or proceeding may participate in the
designation of Directors for the committee; or
3. If such a quorum cannot be obtained, and such a committee
cannot be established, or even if such quorum is obtained or such a
committee is designated, if a majority of the Directors constituting
such quorum or such committee so directs, either:
(a) By independent legal counsel selected by a vote of the
Board of Directors or such committee in the manner specified in
Subparagraph E.1 or E.2. of this Article or, if a quorum of the full
Board of Directors cannot be obtained and such a committee cannot be
established, by independent legal counsel selected by a majority vote
of the full Board of Directors; or
(b) By the shareholders.
Authorization of indemnification and advance of expenses shall be made in
the same manner as the determination that indemnification or advance of expenses
is permissible; except that, if such determination is made by independent legal
counsel, authorization of indemnification and advance of expenses shall be made
by the body the selected such counsel.
F. Purchase and maintain insurance, if economically feasible for the
Corporation to do so in the sole judgment of the Corporation's Board of
Directors, on behalf of any person who is or was a director, officer, employee
or agent of the Corporation or who is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him, incurred by him in any such capacity or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provision of this Article.
The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under these
Articles of Incorporation, the Bylaws, or any agreement, vote of shareholders or
disinterested directors or otherwise, and any procedure provided for by any of
the foregoing, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of heirs, executors and administrators of such a person.
<PAGE> 7
AQUA CLARA BOTTLING & DISTRIBUTION, INC.
1315 Cleveland Street
Clearwater, FL 33755
PROXY
SPECIAL MEETING OF STOCKHOLDERS
MARCH 7, 2000
This Proxy is solicited on behalf of the Board of Directors.
The Board of Directors recommends that the stockholders
vote FOR proposals 1 and 2.
The undersigned hereby appoints E.J. Mersis, John C. Plunkett and John G.
Thomas, each with the power to appoint his or her substitute, and hereby
authorizes them to represent and to vote, as designated below, all of the shares
of common stock of Aqua Clara Bottling & Distribution, Inc. held on record by
the undersigned on January 18, 2000 at the special meeting of stockholders to be
held on March 7, 2000 or any adjournment thereof.
1. PROPOSAL TO APPROVE THE AMENDMENT OF THE ARTICLES OF INCORPORATION INCREASING
THE NUMBER OF AUTHORIZED SHARES FROM FIFTY-FIVE MILLION TO ONE HUNDRED FIVE
MILLION.
_____ FOR _____ AGAINST _____ ABSTAIN
2. PROPOSAL TO APPROVE THE AMENDMENT OF THE ARTICLES OF INCORPORATION MODIFYING
THE INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS.
_____ FOR _____ AGAINST _____ ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
If no discretion is made, this proxy will be voted FOR proposals 1 and 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, 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 authorized person. Any person executing this proxy has the
right to revoke the power granted at any time, prior to the vote contemplated.
DATED: _________________________ ________________________________
Signature
________________________________
Print name
________________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY ________________________________
USING THE ENCLOSED ENVELOPE Print name
