SW VENTURES, INC.
455 EAST 400 SOUTH, SUITE 100
SALT LAKE CITY, UTAH 84111
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE ___, 1999
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To the Stockholders:
NOTICE IS HEREBY GIVEN that a Special Meeting of
Stockholders (the "Special Meeting") of SW Ventures, Inc., a
Nevada corporation (the "Company"), will be held at the offices
of the Company, located at 455 East 400 South, Salt Lake City,
Utah 84111 on June __, 1999, commencing at 10:00 A.M., local
time, for the following purposes:
1. To approve a reverse stock split, reincorporation of the
Company from the State of Nevada to the State of Delaware and
recapitalization of the Company.
2. To transact such other business as may properly be
brought before the Special Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on
May ____, 1999, as the record date for the Special Meeting or any
adjournments thereof. Only stockholders of record on the stock
transfer books of the Company at the close of business on that
date are entitled to notice of, and to vote at, the Special
Meeting.
THE DIRECTORS AND OFFICERS OF THE COMPANY AND THEIR
AFFILIATES CONTROL MORE THAN A MAJORITY OF THE OUTSTANDING SHARES
OF THE COMPANY'S COMMON STOCK. ACCORDINGLY, THE APPROVAL OF THE
PROPOSED TRANSACTIONS IS ASSURED.
By Order of the Board of Directors,
/s/Terri Jackson
Secretary/Treasurer and Director
Dated: May __, 1999
Salt Lake City, Utah
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING,
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED
PROXY IN THE ENVELOPE THAT IS PROVIDED, WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES.
<PAGE>
SW VENTURES, INC.
450 EAST 400 SOUTH, SUITE 100
SALT LAKE CITY, UTAH 84111
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PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
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INTRODUCTION
This Proxy Statement and accompanying Notice of Special
Meeting of Stockholders and form of proxy are first being mailed
to stockholders on or about May __, 1999, in connection with the
solicitation of proxies by the Board of Directors of SW Ventures,
Inc., a Nevada corporation ("SW Ventures" or the "Company"), to
be used at the Special Meeting of Stockholders of the Company
(the "Special Meeting") to be held on June , 1999.
SOLICITATION
All proxies which are properly completed, signed, dated and
returned to the Company in time will be voted in accordance with
the instructions thereon. The persons named as proxies are
officers of the Company. Proxies may be revoked by any
stockholder upon written notice to the Secretary of the Company
prior to the exercise thereof and stockholders who are present at
the Special Meeting may revoke their proxies and vote in person
if they so desire.
The expense of preparing, assembling, printing and mailing
the form of proxy and the material used in the solicitation of
proxies will be borne by the Company. In addition to the
solicitation of proxies by use of the mails, the Company may
utilize the services of some of its officers and regular
employees, as well as independent proxy solicitors, to solicit
proxies personally and by telephone, facsimile and other
electronic communication. The Company has requested banks,
brokers and other custodians, nominees and fiduciaries to forward
copies of the proxy materials to their principals and to request
authority for the execution of proxies and will reimburse such
persons for their services in doing so. The cost of such
additional solicitation incurred otherwise than by use of the
mails is estimated not to exceed $5,000.
RECORD DATE AND VOTING SECURITIES
The Board of Directors has fixed the close of business on
May __, 1999 (the "Record Date"), as the record date for the
determination of stockholders who are entitled to notice of and
to vote at the Special Meeting and any adjournments thereof. The
Company is authorized to issue up to 50,000,000 shares of Common
Stock, $.001 par value per share (the "SW Common Stock"). At the
close of business on the Record Date, the Company had issued and
outstanding 3,416,066 shares of SW Common Stock, entitled to one
vote per share. A majority of the outstanding shares of SW
Common Stock entitled to vote on each matter to be voted upon at
the Special Meeting is required to establish a quorum.
Shares of SW Common Stock representing a majority of the
outstanding voting shares of the Company is required to approve
the proposals. Shares of SW Common Stock represented by proxies
that are properly executed, duly returned and not revoked will be
voted in accordance with the instructions contained therein. If
no specification is indicated in the proxy, the shares of SW
Common Stock represented thereby will be voted to approve a one-
for-fifteen reverse stock split of the Common Stock, the
reincorporation of the Company as a Delaware corporation and a
recapitalization of the Company, and for any other matter that
may properly be brought before the Special Meeting in accordance
with the judgment of the person or persons voting the proxies.
For purposes of determining the presence of a quorum for
transacting business at the Special Meeting, abstentions and
broker "non-votes" (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from
the beneficial owner or other persons entitled to vote shares on
a particular matter with respect to which the brokers or nominees
do not have discretionary power) will be treated as shares that
are present but that have not been voted. Broker non-votes will
have no effect on any of the Proposals. Abstentions may be
specified on any or each Proposal, will be counted as present and
will have the effect of a vote against the Proposal(s) to which
such abstention refer(s).
Certain stockholders, including the current officers and
directors of the Company, who in the aggregate own or control
shares of SW Common Stock representing more than a majority of
the voting power of the SW Common Stock have indicated that they
will vote in favor of the Proposal. Accordingly, the approval of
the Proposal is assured.
SECURITY OWNERSHIP OF PRINCIPAL
SHAREHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the number of shares of SW
Common Stock owned beneficially as of the Record Date by (i) each
person known by the Company to be the beneficial owner of more
than 5% of the outstanding shares of SW Common Stock; (ii) each
director and executive officer; and (iii) all directors and
officers as a group. Unless otherwise noted, each individual has
sole voting and investment power over the shares indicated in the
table. Fractional shares are rounded to the nearest whole
number.
Amount and
Nature of
Name and Address Class of Beneficial Percent of
of Beneficial Owner Stock Ownership(1) Class
- ---------------------- -------- ------------ ----------
Guido Cloetens Common 1,838,000 53.81
Kampenhoutsebaan 100A
1982 Zemst, Belgium
President & Director
Terri Jackson Common 186,000 5.44
3483 South 3170 East
Salt Lake City, Utah 84109
Secretary/Treasurer & Director
Keith Biesinger Common - -
3200 South Cottonwood Canyon
Salt Lake City, Utah 84121
Trends, Inc. Common 190,000 5.56
P. O. Box 156
Pond Street, Hibiscus Square
Grand Turk
Turks and Caicos Islands
All Directors and Common 2,024,000 59.25
Executive Officers as
a Group (3 persons)
PROPOSAL I
The Board of Directors has unanimously approved, and for the
reasons described below, recommends that the stockholders
approve, a one-for-fifteen reverse stock split of the SW Common
Stock, the reincorporation of the Company as a Delaware
corporation, and a recapitalization of the Company involving the
disposition of all non-cash assets and liabilities of the Company
and the contribution of certain assets and technology to the
Company in exchange for a substantial majority of the voting
securities to be issued by the Company after its reincorporation
as a Delaware corporation.
BACKGROUND
The Company was organized as a Nevada corporation on May 7,
1996. Its initial business purpose was to seek out and to invest
in various oil and gas opportunities in the Western United
States. In August of 1997, the Company purchased a 21.25%
working interest in the Montana Prospect, a 320 acre oil lease in
Crook County, Wyoming (the "Montana Prospect"), which purchase
included the Company's proportional cost of drilling and
completion of the Montana Berger Well #1. The Company intended
to participate in other wells drilled on the Montana Prospect,
and also to investigate other business opportunities in the
oil and gas industry.
After conducting and completing several small private
placements of shares of the SW Common Stock, the Company
registered the class of SW Common Stock with the Securities and
Exchange Commission (the "SEC"), pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Such registration became effective on or about September 15,
1998. As a result of such registration, the class of SW Common
Stock became eligible for quotation on the OTC Electronic
Bulletin Board (the "OTCBB"), of the National Association of
Securities Dealers, Inc. (the "NASD"). On December 11, 1998, the
SW Common Stock began trading on the OTCBB under the symbol
"SWWV." The SW Common Stock has experienced very limited trading
since that time.
As a result of the drop in oil prices towards the end of
1998, the Company began to look for and to consider other
business opportunities outside of the oil and gas industry.
Bachkine & Meyer Industries, S.A.
On April 14, 1999, the Company and its majority stockholder,
Mr. Guido Cloetens, entered into an agreement (the "Agreement")
with Bachkine & Meyer Industries, S.A., a British Virgin Islands
corporation ("Bachkine"), whereby the Company agreed to acquire
from Bachkine all of the assets and related liabilities (the
"Asset Contribution"), pertaining to a patented process owned by
Bachkine and its affiliates(the "New Generation Plastic Process")
in exchange for a 97% equity interest in the resultant
reorganized and reincorporated company. The New Generation
Plastic Process is believed to be capable of producing
commercially usable plastic polymers from a mixed virgin or
recycled stream of discrete polymers or waste plastic.
The Company also agreed, as a condition precedent to the
Asset Contribution by Bachkine, that it would (i) effect a
disposition and/or distribution of all of its oil and gas assets
and the satisfaction of all of its liabilities (the "Oil Asset
Disposition"); (b) effect (i) a one-for-fifteen reverse stock
split of the SW Common Stock (the "Reverse Stock Split"), (ii)
the reincorporation of the Company as a Delaware corporation (the
"Reincorporation"), and (iii) a name change of the Company to New
Generation Plastic, Inc. ("NGP Delaware"); and (c) solicit its
shareholders' approval of the Oil Asset Disposition, the
Reincorporation, and the issuance of shares of the common stock,
par value $0.001 per share, of NGP Delaware (the "NGP Common
Stock"), to Bachkine representing 97% of the then-issued and
outstanding shares of NGP Common Stock in exchange for the
Bachkine assets and liabilities related to the New Generation
Plastic Process (the "NGP Assets").
Upon consummation of the proposed transactions, scheduled to
be completed on or before June 30, 1999, the corporate existence
of the Company as a Nevada corporation will cease and it will
become part of NGP Delaware, the current officers and directors
of the Company will resign, and new officers and directors, who
will be the designees of Bachkine, will be elected. In addition,
each existing holder of SW Common Stock will thereafter own one
share of NGP Common Stock for every 15 shares of SW Common Stock
previously owned.
As discussed below, the principal reasons for the
Reincorporation are the greater flexibility of Delaware corporate
law, the substantial body of case law interpreting Delaware
corporate law and the increased ability of the Company to attract
and retain qualified directors. Although the General Corporation
Law of Nevada, contained in the Nevada Revised Statutes ("Nevada
Law") is similar to the Delaware General Corporation Law
("Delaware Law"), there is a lack of predictability under Nevada
Law resulting from the limited body of case law interpreting the
Nevada Law.
NGP Delaware
Pursuant to the Reincorporation, NGP Delaware was formed as
a wholly-owned subsidiary of SW Ventures. Upon the approval of
the stockholders of SW Ventures, SW Ventures will merge with and
into NGP Delaware, with NGP Delaware as the survivor to effect
the Reincorporation.
NGP Delaware was formed for the specific purpose of
effectuating the reincorporation of SW Ventures to the State of
Delaware. The change in the corporate name was prompted by the
desire to more accurately describe the nature of the Company's
new business. Like the Company, NGP Delaware has 50,000,000
shares of NGP Common Stock authorized for issuance. On April 14,
1999, NGP Delaware, the successor to the Company if the
Reincorporation is approved, circulated a Confidential Offering
Memorandum in connection with a private placement of shares of
NGP Common Stock to selected institutional and accredited
investors.
THE OIL ASSET DISPOSITION
As a condition to the Reincorporation and Asset
Contribution, the Company and Mr. Cloetens agreed to dispose or
to distribute all of the non-cash assets of the Company and to
satisfy all of its existing liabilities. To accomplish the Oil
Asset Disposition, the Company determined to contribute all of
the assets and liabilities associated with the Montana Prospect
to a newly-formed subsidiary of the Company, SW Oil & Gas Company
("SW Oil Assets"), a Nevada corporation ("SW Oil"), in exchange
for all of the stock of SW Oil ("SW Oil Stock"). The capital
structure and bylaws of SW Oil are the same as the Company's and
the officers and directors of the Company will assume the same
roles in SW Oil.
The Company will sell all of its right, title and interest
in the SW Oil Stock to Mr. Cloetens or affiliates of Mr. Cloetens
or others for the fair market value of the SW Oil Assets as
determined by the Board of Directors of the Company. Mr.
Cloetens will not participate in the determination of such fair
market value. The disinterested directors of the Company will
approve the terms of the sale of the SW Oil Stock which will
likely include a combination of cash and a note payable to the
Company. As security for any such note, Mr. Cloetens will pledge
a sufficient number of his shares of NGP Common Stock that he
receives in the Reincorporation that fully secures the purchase
amount of the note based on an assumed per share price for the
NGP Common Stock of $6.00 and/or such other security as the
disinterested directors in the exercise of their business
judgement may determine.
As required by the Agreement, SW Oil will assume the
indemnification obligations that arise from the Company's
ownership interest in the Montana Prospect. In addition, the
Agreement provides that Mr. Cloetens will be secondarily liable
for any claim not satisfied by SW Oil with respect to the Montana
Prospect.
The sale and disposition of the SW Oil Stock will be a
taxable transaction to the Company. The Company will realize a
taxable gain measured by the difference between its basis in the
SW Oil Stock and the consideration that it receives. The Company
does not anticipate the distribution of any such consideration to
the stockholders of the Company and therefore the Oil Asset
Disposition will not be a taxable event to the stockholders of
the Company.
THE REVERSE STOCK SPLIT
The principal reason to effectuate the Reverse Stock
Split is to reduce the number of shares of SW Common Stock that
are outstanding, and to increase the price per share of the SW
Common Stock. In addition, after the Reincorporation, the
Reverse Stock Split will provide for a sufficient number of
shares of NGP Common Stock to effect the Asset Contribution.
The Company currently is authorized to issue 50,000,000
shares of SW Common Stock, of which 3,416,066 shares are
currently issued and outstanding and held of record by 41
stockholders. After the Reverse Stock Split, there will be
approximately 227,738 shares of SW Common Stock issued and
outstanding. No fractional shares of SW Common Stock or scrip
representing fractional shares of SW Common Stock will be issued
in connection with the Reverse Stock Split. In lieu of issuing
fractional shares, each fractional share will be rounded up to
the next highest whole share of SW Common Stock.
The shareholders of the Company are not being asked to
exchange the certificates for their existing shares of SW Common
Stock for certificates for shares of NGP Common Stock, however,
they are entitled to do so if they wish.
THE REINCORPORATION
Pursuant to an Agreement and Plan of Merger, substantially
in the form attached hereto as Exhibit A (the "Merger
Agreement"), SW Ventures will merge (the "Merger") with and into
NGP Delaware and the stockholders of SW Ventures will become
stockholders of NGP Delaware. Upon the effectiveness of the
Merger (the "Effective Date"), (i) the legal existence of SW
Ventures as a separate corporation will cease, (ii) NGP Delaware
will succeed to the then existing assets and assume the then
existing liabilities of SW Ventures, if any and (iii) each
shareholder of SW Ventures shall receive one share of NGP Common
Stock for each post-split shares of SW Common Stock that they
hold.
The Reincorporation will effect a change in the legal
domicile of SW Ventures by the creation of a Delaware company and
certain other changes of a legal nature, but will not, by itself,
result in change in the business, management, location of the
principal executive offices, or assets, liabilities or net worth
of SW Ventures. Further, except as explained herein, the
Reincorporation will not result in any substantial differences
between the Articles or Certificate of Incorporations of SW
Ventures and NGP Delaware. As a function of the differing
corporate laws of the States of Delaware and Nevada, some
differences between the Articles and Certificate of Incorporation
of SW Ventures and NGP Delaware, respectively, will exist as
discussed below.
In accordance with Nevada law, the affirmative vote of the
holders of at least a majority of the outstanding shares of SW
Common Stock is required for approval of the Reincorporation,
including approval of the Merger Agreement and the other terms of
the proposed Merger. Pursuant to the Merger Agreement, however,
the Merger (and thus the Reincorporation) may be abandoned, even
after stockholder approval has been obtained, if circumstances
arise which, in the opinion of the Company's Board of Directors,
make it inadvisable to proceed with the Merger. In addition, the
Merger Agreement may be amended prior to the Effective Date,
either before or after stockholder approval thereof, consistent
with the purposes of the Reincorporation and subject to
applicable law.
Due in part to the substantial issuance of shares of NGP
Common Stock as a part of the Asset Contribution, the Company
does not anticipate any change in the Company's status as a
reporting company for federal securities law purposes as a result
of the Merger.
The NGP Common Stock issued pursuant to the Merger will be
fully paid and non-assessable. All shares of NGP Common Stock
will have the same par value, voting rights and other rights as
shares of SW Common Stock. Stockholders of the Company do not
have preemptive or other antidilution rights to acquire
additional shares of NGP Common Stock which are to be issued in
connection with the Asset Contribution.
Dissenters' Rights
------------------
The holders of SW Common Stock will be entitled to
dissenters' rights. Nevada law establishes the procedures to be
followed and failure to do so may result in the loss of all
dissenters' rights. Please carefully review "Rights of
Dissenting Stockholders" set forth below.
Stock Certificates and Fractional Shares
----------------------------------------
The Merger will occur on the Effective Date without any
further action on the part of stockholders of the Company and
without regard to the date or dates on which certificates
representing shares of SW Common Stock are actually surrendered
by each holder thereof for certificates representing the number
of shares of the NGP Common Stock which each such stockholder is
entitled to receive as a consequence of the Merger. After the
Effective Date of the Merger, the certificates representing
shares of SW Common Stock will be deemed to represent the right
to receive one-fifteenth of a share of NGP Common Stock.
Certificates representing shares of NGP Common Stock will be
issued in due course as old certificates are tendered for
exchange or transfer to: American Stock Transfer and Trust
Company (the "Exchange Agent" or "Transfer Agent").
No fractional shares of NGP Common Stock will be issued and,
in lieu thereof, stockholders holding a number of shares of SW
Common Stock not evenly divisible by fifteen upon surrender of
their old certificates, will receive a rounded up whole number of
shares of NGP Common Stock.
As of the Record Date, there were 41 record holders of SW
Common Stock. The Company does not anticipate that, as a result
of the Merger, the number of holders of record owners of SW
Common Stock or NGP Common Stock will change significantly.
Exchange of Stock Certificates
------------------------------
On or around the Effective Date, the Company will send to
each stockholder of record as of the Effective Date a transmittal
form (the "Transmittal Form") that each such stockholder of
record should use to transmit certificates representing shares of
SW Common Stock (the "Old Certificates") to the Exchange Agent
for exchange or transfer. The Transmittal Form contains
instructions for the surrender of Old Certificates to the
Exchange Agent in exchange for certificates representing the
appropriate number of whole shares of NGP Common Stock. No new
certificates will be issued to a stockholder until such
stockholder has surrendered all Old Certificates together with a
properly completed and executed Transmittal Form to the Exchange
Agent.
Upon proper completion and execution of the Transmittal Form
and its return to the Exchange Agent together with all of a
stockholder's Old Certificates and/or an Affidavit of Loss, for
any lost or destroyed certificates, as applicable, that
stockholder will receive a new certificates or certificates
representing the number of whole shares of NGP Common Stock.
Until surrendered to the Exchange Agent, Old Certificates
retained by stockholders will be deemed for all purposes,
including voting and payment of dividends, if any, to represent
the number of whole shares of NGP Common Stock to which such
stockholders are entitled as a result of the Merger.
Stockholders should not send their Old Certificates to the
Exchange Agent until after the Effective Date. Shares of SW
Common Stock surrendered after the Effective Date will be
replaced by certificates representing shares of NGP Common Stock
as soon as practicable after such surrender.
Certificates representing shares of SW Common Stock which
contain a restrictive legend will be exchanged for NGP Common
Stock with the same restrictive legend. As applicable, the time
period during which a stockholder has held the SW Common Stock
will be included in the time period during which such stockholder
actually holds the NGP Common Stock received in exchange for the
SW Common Stock for the purposes of determining the term of the
restrictive period applicable to the NGP Common Stock.
Federal Income Tax Consequences
-------------------------------
The receipt of NGP Common Stock in the Merger should not
result in any taxable gain or loss to stockholders for federal
income tax purposes. The tax basis of NGP Common Stock received
as a result of the Merger will be equal, in the aggregate, to the
basis of the SW Common Stock exchanged for NGP Common Stock. The
per share tax basis of the NGP Common Stock is based on the tax
basis of the SW Common Stock for which the NGP Common Stock is
exchanged. For purposes of determining whether short-term or
long-term capital gains treatment will be applied to a
stockholder's disposition of NGP Common Stock subsequent to the
Merger, a stockholder's holding period for the shares of SW
Common Stock will be included in the holding period for the NGP
Common Stock received as a result of the Merger.
THE DISCUSSION SET FORTH ABOVE CONCERNING CERTAIN FEDERAL
INCOME TAX CONSEQUENCES OF THE MERGER IS INCLUDED HEREIN FOR
GENERAL INFORMATION ONLY. ALL STOCKHOLDERS ARE ADVISED TO
CONSULT THEIR OWN TAX ADVISORS AS TO ANY FEDERAL, STATE, LOCAL OR
FOREIGN TAX CONSEQUENCES APPLICABLE TO THEM WHICH COULD RESULT
FROM THE MERGER.
Principal Reasons for Reincorporation
-------------------------------------
As the Company plans for the future, the Board and
management believe that it is essential to be able to draw upon
well established principles of corporate governance in making
legal and business decisions. The prominence and predictability
of Delaware corporate law provide a reliable foundation on which
the Company's governance decisions can be based. The Company
believes that stockholders will benefit from the responsiveness
of Delaware corporate law to their needs and to those of the
corporation they own interests in.
For many years Delaware has followed a policy of encouraging
incorporation in that state and, in furtherance of that policy,
has been a leader in adopting, construing and implementing
comprehensive, flexible corporate laws responsive to the legal
and business needs of corporations organized under its laws.
Many corporations have chosen Delaware initially as their state
of incorporation or have subsequently changed corporate domicile
to Delaware in a manner similar to that proposed by the Company.
Because of Delaware's prominence as the state of incorporation
for many major corporations, both the legislature and the courts
in Delaware have demonstrated an ability and a willingness to act
quickly and effectively to meet changing business needs. In this
regard, the Delaware courts have developed considerable expertise
in dealing with corporate issues and a substantial body of case
law has developed construing Delaware law and establishing public
policies with respect to corporate legal affairs.
INCREASED ABILITY TO ATTRACT AND RETAIN QUALIFIED DIRECTORS.
Both Nevada and Delaware law permit a corporation to include a
provision in its certificate of incorporation which reduces or
limits the monetary liability of directors in certain
circumstances for breaches of fiduciary duty. The increasing
frequency of claims and litigation has greatly expanded the risks
facing corporate directors and officers in exercising their
respective duties. The amount of time and money required to
respond to these claims and to defend such litigation can be
substantial. It is the Company's desire to reduce these risks to
its directors and officers and to limit situations in which
monetary damages can be recovered against directors so that the
Company may continue to attract and retain qualified individuals
who otherwise might be unwilling to serve because of the risks
involved. The Company believes that, in general, Delaware law
provides greater protection to directors than Nevada law. It
also believes that Delaware case law regarding a corporation's
ability to limit director liability is more developed and
provides more guidance than Nevada law.
WELL ESTABLISHED PRINCIPLES OF CORPORATE GOVERNANCE. There
is substantial judicial precedent in the Delaware courts as to
the legal principles applicable to measures that may be taken by
a corporation and the conduct of the Board under the "business
judgment rule." The business judgment rule is a judicially
established standard for the conduct of directors and provides
directors whose actions are consistent with it with a level of
protection from liability. The Company believes that its
stockholders will benefit from the well established principles of
corporate governance that Delaware law affords.
Possible Disadvantages
----------------------
The Company believes that there are no material
disadvantages to stockholders of the Reincorporation.
Similarities and Differences Between the Corporate Laws of
Nevada and Delaware
----------------------------------------------------------
The Corporation laws of Delaware and Nevada differ in some
respects. It is impracticable to summarize all of the
differences in this Proxy Statement, but certain differences
between the corporation laws of Nevada and Delaware that could
affect the rights of stockholders of the Company are as follows:
CLASSIFICATION OF THE BOARD OF DIRECTORS. Delaware law
permits, but does not require, the adoption of a classified Board
of Directors pursuant to which the directors can be divided into
as many as three classes with staggered terms of office, with
only one class of directors coming up for election each year.
Such classification may be effected through the certificate of
incorporation, initial bylaws or a bylaw adopted by the
shareholders. Nevada law states that the bylaws or articles may
provide for the classification of directors upon the vote of
stockholders.
CUMULATIVE VOTING FOR DIRECTORS. Under cumulative voting,
each share of stock entitled to vote in the election of directors
has a number of votes equal to the number of directors to be
elected. A stockholder may then cast all of his votes for a
single candidate, or may allocate them among as many candidates
as such stockholder may choose. Under both Nevada and Delaware
law, shares may not be cumulatively voted for the election of
directors unless the certificate of incorporation specifically
provides for cumulative voting. The Articles of Incorporation of
SW Ventures do not and the Certificate of Incorporation of NGP
Delaware will not, provide for cumulative voting in the election
of directors.
LIMITATION ON CALL OF SPECIAL MEETINGS OF STOCKHOLDERS. The
NGP Delaware Bylaws will, like SW Ventures' current Bylaws do,
provide that Special Meetings of Stockholders may be called by
the Chairman of the Board of Directors, the President, or by
stockholders entitled to cast not less than 51% of the votes at
the meeting.
STOCKHOLDER VOTE FOR MERGERS. Nevada law and Delaware law
relating to mergers and other corporate reorganizations are
substantially the same.
DISSENTERS' RIGHTS. Under both Delaware and Nevada law, a
stockholder of a corporation participating in certain major
corporate transactions may, under varying circumstances, be
entitled to receive cash equal to the fair market value of the
shares held by such stockholder (as determined by a court of
competent jurisdiction or by agreement of the stockholder and the
corporation), in lieu of the consideration such stockholder would
otherwise receive in the transaction.
LOANS TO OFFICERS. Under Nevada law, there is no specific
restriction with respect to a loan or guaranty to or for the
benefit of a corporation's officers or employees and those of its
subsidiaries. However, such transactions may be void or voidable
if the transaction at issue is not fair to the corporation at the
time it is authorized or approved by the board. Under Delaware
law, a corporation may make loans to, guarantee the obligations
of, or otherwise assist, its officers or other employees and
those of its subsidiaries when such action, in the judgment of
the Company's Board of Directors, may reasonably be expected to
benefit the Company. The Bylaws of SW Ventures do not have, and
the Bylaws of NGP Delaware will have, such a provision.
INDEMNIFICATION. Delaware and Nevada have similar laws with
respect to indemnification by a corporation of its officers,
directors, employees and other agents. For example, the laws of
both states permit corporations to adopt a provision in the
Certificate or Articles of Incorporation eliminating the
liability of a director (and also an officer in the case of
Nevada) to the corporation or its stockholders for monetary
damages for breach of the director's fiduciary duty of care (and
the fiduciary duty of loyalty in the case of Nevada). There are
nonetheless certain differences between the laws of the two
states respecting indemnification and limitation of liability.
The Certificate of Incorporation of NGP Delaware will eliminate
the liability of directors to the fullest extent permissible
under Delaware law.
The Articles of Incorporation of SW Ventures likewise
eliminated the liability of directors and officers to the fullest
extent permissible under Nevada law. Under Nevada law, such
provision may not eliminate or limit director or officer
liability for: (a) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law; or (b) the
payment of unlawful dividends or distributions. Under Delaware
law, such provision may not eliminate or limit director monetary
liability for: (a) breaches of the director's duty of loyalty to
the corporation or its stockholders; (b) acts or omissions not in
good faith or involving intentional misconduct or knowing
violations of law; (c) the payment of unlawful dividends or
unlawful stock repurchases or redemptions; or (d) transactions in
which the director received an improper personal benefit.
The limitations of liability provisions permissible under
Delaware and Nevada law also may not limit a director's liability
for violation of, or otherwise relieve a corporation or its
directors from the necessity of complying with, federal or state
securities laws, or affect the availability of non-monetary
remedies such as injunctive relief or rescission.
Nevada and Delaware law require indemnification when the
individual has successfully defended the action on the merits or
otherwise. Nevada law generally permits indemnification of
expenses incurred in the defense or settlement of a derivative or
third-party action, provided there is a determination by a
disinterested quorum of the directors, by independent legal
counsel, or by a majority vote of a quorum of the stockholders
that indemnification is proper in the circumstances. Without
court approval, however, no indemnification may be made in
respect of any derivative action in which such person is adjudged
liable for negligence or misconduct in the performance of his or
her duty to the corporation. Delaware law generally permits
indemnification of expenses incurred in the defense or settlement
of a derivative or third-party action, provided there is a
determination by a disinterested quorum of the directors, by
independent legal counsel or by a majority vote of a quorum of
the stockholders that the person seeking indemnification acted in
good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation. Without court
approval, however, no indemnification may be made in respect of
any derivative action in which such person is adjudged liable for
negligence or misconduct in the performance of his or her duty to
the corporation.
INSPECTION OF STOCKHOLDERS' LIST. Nevada law permits any
person who has been a stockholder of record for at least 6
months, or any person holding at least 5% of all outstanding
shares, to inspect the stockholders' list of a corporation for a
purpose reasonably related to such person's interest as a
stockholder. Delaware law permits any stockholder to inspect a
corporation's stockholders' list for a purpose reasonably related
to such person's interest as a stockholder and, during the ten
days preceding a stockholders' meeting, for any purpose germane
to that meeting.
PAYMENTS OF DIVIDENDS. Nevada law permits the payment of
dividends if, after the dividends have been paid, the corporation
is able to pay its debts as they become due in the usual course
of business (equity test for insolvency), and the corporation's
total assets are not less than the sum of its total liabilities
plus the amount that would be needed, if the corporation were to
be dissolved at the time of the dividend payment, to satisfy the
preferential rights upon dissolution of stockholders whose
preferential rights are superior to those receiving the dividend
(balance sheet test for insolvency). In addition, Nevada law
generally provides that a corporation may redeem or repurchase
its shares only if the same equity and balance sheet tests for
insolvency are satisfied. In determining whether the balance
sheet test has been satisfied, the board may: (i) use financial
statements prepared on the basis of accounting practices that are
reasonable under the circumstances; (ii) make its determination
based on a fair valuation, including, but not limited to,
unrealized appreciation and depreciation; or (iii) make its
determination based upon any other method that is reasonable in
the circumstances.
Delaware law permits the payment of dividends out of surplus
or, if there is no surplus, out of net profits for the current
and preceding fiscal years (provided that the amount of capital
of the corporation is not less than the aggregate amount of the
capital represented by the issued and outstanding stock of all
classes having a preference upon the distribution of assets). In
addition, Delaware law generally provides that a corporation may
redeem or repurchase its shares only if such redemption or
repurchase would not impair the capital of the corporation. The
ability of a Delaware corporation to pay dividends on, or to make
repurchases or redemptions of, its shares is dependent on the
financial status of the corporation standing alone and not on a
consolidated basis. In determining the amount of surplus of a
Delaware corporation, the assets of the corporation, including
stock of subsidiaries owned by the corporation, must be valued at
their fair market value as determined by the Board of Directors,
without regard to their historical book value.
Rights of Dissenting Stockholders
---------------------------------
Any SW Ventures stockholder is entitled to be paid the fair
value of its shares in accordance with Section 92A.300 to 92A.500
of the Nevada Revised Statutes ("NRS")if the stockholder dissents
to the Reincorporation. A brief summary of the provisions of NRS
Sections 92A.300 to 92A.500 is set forth below and the complete
text of said Sections is set forth in Exhibit C.
Since it is expected that the Reincorporation shall be
approved by the required vote of SW Ventures' stockholders at the
Special Meeting, each holder of shares of SW Common Stock who
asserts dissenters' rights and who follows the procedures set
forth in Chapter 92A of NRS, will be entitled to have his or her
shares of SW Common Stock purchased by SW Ventures for cash at
their fair market value. The fair market value of shares of SW
Common Stock will be determined as of the day before the first
announcement of the terms of the Reincorporation, excluding any
appreciation or depreciation in consequence of the
Reincorporation.
A holder who wishes to exercise dissenters' rights should
mail or deliver his or her written demand to the Transfer Agent
ON OR BEFORE 10:00 A.M. EASTERN DAYLIGHT TIME ON JUNE __, 1999.
Any stockholder who does not follow the foregoing is not entitled
to payment for his shares under NRS.
Within ten days of the Effective Date, SW Ventures must mail
a written dissenter's notice of such approval (the "Dissenter's
Notice") to all stockholders who asserted their dissenters'
rights against the Reincorporation, and must (a) state where the
demand for payment must be sent and where and when certificates,
if any, for shares must be deposited; (b) inform holders of
shares not represented by certificates to what extent the
transfer of the shares will be restricted after the demand for
payment is received; (c) supply a form for demanding payment; (d)
set a date, not less than 30 nor more than 60 days after date
notice is mailed, by which the Company must receive the demand
for payment; and (e) send a full copy of NRS Sections 92A.300
through 92A.500.
A stockholder of SW Ventures wishing to exercise dissenters'
rights must (a) demand payment; (b) certify whether he acquired
beneficial ownership of the shares before June __, 1999; and
(c)deposit his certificates, if any, in accordance with the terms
of the Dissenter's Notice.
Within 30 days after receipt of a demand for payment, SW
Ventures shall pay each dissenter who complied with the
requirements set forth in the Dissenter's Notice the amount it
estimates to be the fair value of the stockholder's shares, plus
accrued interest (computed from the effective date of the action
until the date of payment). Payment must be accompanied by SW
Ventures' balance sheet as of the end of a fiscal year ending not
more than 16 months before the date of payment, a statement of
income for that year, a statement of changes in the stockholders'
equity for that year and the latest available interim financial
statements, if any, along with statement of SW Ventures' estimate
of the fair value of the shares, an explanation how the interest
was calculated, a statement of the dissenter's rights to demand
payment under NRS Section 92A.480 and a copy of NRS sections
92A.300 through 92A.500.
Pursuant to NRS Section 92A.470, SW Ventures may withhold
payment from a dissenter unless he was the beneficial owner of
the shares before the date sets in the dissenter's notice. If SW
Ventures withholds payment, after taking the proposed action, it
shall estimate the fair value of the shares, plus accrued
interest, and shall offer to pay this amount to each dissenter
who agrees to accept it in full satisfaction of his demand. The
offer shall contain a statement of its estimate of the fair
value, an explanation of how the interest was calculated, and a
statement of dissenters' rights pursuant to NRS Section 92A.480.
A dissenter may notify SW Ventures in writing of his
estimate of the fair value of the shares and the amount of
interest due and demand payment of his estimate, less any payment
made pursuant to NRS Section 92A.460, or reject the offer made
pursuant to NRS 92A.470 and demand payment of the fair value of
his shares and interest due. A dissenter waives his right to
demand payment unless he makes his demand in writing within 30
days after SW Ventures has made or offered payment for his
shares.
If any demand for payment remains unsettled, SW Ventures
shall commence a proceeding within 60 days of the dissenter's
demand with the district court in the County of Carson City,
State of Nevada (location of registered office), petitioning the
court to determine the fair value of the shares and accrued
interest. All dissenters whose demands remain unsettled, whether
or not residents of Nevada, shall be made parties to the court
action and shall be served with a copy of the petition.
Nonresidents may be served by registered or certified mail or by
publication as provided by law. If SW Ventures does not so
petition the court within this 60-day period, it shall pay all
unsettled demands. Each dissenter who is party to the proceeding
is entitled to a judgment (a) for the amount, if any, by which
the court finds the fair value of his shares, plus interest,
exceeds the amount paid by the Company; or (b) for the fair
value, plus accrued interest, of his after-acquired shares for
which SW Ventures elected to withhold payment pursuant to NRS
Section 92A.470. The court shall assess costs pursuant to NRS
Section 92A.500.
STRICT COMPLIANCE WITH DISSENT PROVISIONS REQUIRED. The
foregoing summary does not purport to provide comprehensive
statements of the procedures to be followed by a dissenting
stockholder who seeks payment of the fair value of his shares of
SW Ventures common stock. NRS establishes the procedures to be
followed and failure to do so may result in the loss of all
dissenters' rights. Accordingly, each stockholder who might
desire to exercise dissenters' rights should carefully consider
and comply with the provisions of these sections, the full text
of which is set out in Exhibit C hereto and to consult his legal
advisor.
THE COMPANY HAS RESERVED THE RIGHT TO ABANDON THE REINCORPORATION
IF IT DECIDES THAT THE NUMBER OF STOCKHOLDERS EXERCISING
DISSENTERS' RIGHTS EXCEEDS AN AMOUNT IT DEEMS ACCEPTABLE IN ITS
SOLE AND ABSOLUTE DISCRETION.
The discussion contained herein is qualified in its entirety
by and should be read in conjunction with the Forms of Merger
Agreement and the Certificate of Incorporation.
THE ASSET CONTRIBUTION
SW Ventures and Mr. Cloetens, President, Director and
majority stockholder of SW Ventures, have entered into that
certain Asset Contribution Agreement, dated as of April 14, 1999,
attached hereto as Exhibit __, that contains the terms and
conditions for the Asset Contribution of the NGP Assets,
including the effectuation of the Reincorporation.
Description of NGP Assets
-------------------------
Information with respect to the NGP Assets or the New
Generation Plastic Process and related technology has been
furnished by Bachkine. The Board of Directors has not
independently verified the substance of such information.
The NGP Assets consist primarily of a patented proprietary
process that Bachkine believes is capable of producing
homogeneous, commercially usable polymer end products from a
mixed virgin or recycled stream of discrete polymers or waste
plastic.
The proprietary rights to the technology underlying the New
Generation Plastic Process were originally developed and patented
by certain dissolved European entities, including Process
NewPlast Holding NV and NewPlast S.A. (together, "NewPlast").
Bachkine acquired the patent and patent applications from a
secured creditor of NewPlast. Bachkine did not acquire or assume
any other assets or liabilities of NewPlast. The patents (and
applications therefor), trademarks (and applications therefor),
know-how, proprietary process control software, the NGP BT-30,
that Bachkine has assembled ("Bench Top Unit"), certain
contractual rights and agreements and all other related assets
and liabilities which form the basis of the New Generation
Plastic Process comprise the NGP Assets. A list of the NGP
Assets is attached as Appendix D to the NGP Contribution
Agreement attached hereto as Exhibit __.
Comparison to Other Existing Technology
---------------------------------------
Nearly all other current plastic recycling technology is
accomplished through expensive manual or mechanical separation
wherein each type of plastic is separated, cleaned and recycled
into discrete single type materials (PET, HDPE, etc.) for further
processing.
In contrast to existing technologies, Bachkine believes the
New Generation Plastic Process can produce a range of high
quality thermoplastic compound end products ("New Generation
Plastic Compounds") that can be used in connection with standard
plastic manufacturing techniques such as injection,
extrusion/calander, blow molding and compression as an
alternative to virgin materials. Additionally, Bachkine believes
that the use of the New Generation Plastic Process with virgin
polymer feed stock, could lead to a new generation of plastic and
polymer alloy products. The New Generation Plastic Process does
not require the addition of stabilizers or compatibilizers nor
does it require extensive sorting; making it a unique technology
among the current mixed plastic recycling options. Bachkine
believes that the New Generation Plastic Process can be
manipulated to result in pinpoint physical properties heretofore
unattainable from recycled feedstock streams and virgin
materials.
Business Plan
-------------
Bachkine, through NGP Delaware or one or more wholly owned
subsidiaries, currently intends to roll out the business in two
phases over a two-year period in accordance with its initial
business plan (the "Business Plan"). Phase One activities will
include completing and operating the Bench Top Unit with a
capacity of 30 kg/h and initiating a research and testing program
(the "PEP Program"), and its output with PEP, bringing on line a
pilot New Generation Plastic unit (the "Pilot Unit") with a 150
kg/h capacity, ordering the manufacture of the full scale 1,000
kg/h industrial capacity New Generation Plastic Units, and
developing a research/development facility in the United States.
Phase Two activities will include implementing a range of
academic and corporate joint ventures focused on the technology
and end product research; structuring joint venture projects to
implement the development of full scale processing and production
plants worldwide and marketing the technology internationally.
The New Generation Plastic Process
----------------------------------
The New Generation Plastic Process is a proprietary
technology with over 60 worldwide patents issued or pending.
Bachkine's U.S. Patent Number 5,891,955 was issued on April 6,
1999, and is entitled Process for Transforming a Starting
Material Containing At Least Two Different Thermoplastic
Materials Into A New Homogenous Thermoplastic Material. See
Exhibit ___ for a complete listing of the patents and patents
pending worldwide.
Bachkine believes that the technology is unique in that it
is based on a mechanical process that may be able to combine
mixed plastic (linking different polymers which had previously
been incompatible) and in turn create a new compound or polymers
with tailor-made physical properties. The New Generation Plastic
Process can utilize both consumer and industrial plastic waste,
as well as, virgin materials.
NewPlast, the former owner of the technology, developed and
tested seven prototypes over a five-year period starting in 1991.
Extensive internal and independent testing of the technology
underlying the New Generation Plastic Process resulted in
worldwide interest and the start of commercialization. Testing
was primarily subcontracted out to Batelle, a French entity that
is one of the world's largest non-government contract applied
research organizations. Some of these tests and additional
research and presentations coordinated with PEP in 1994 resulted
in NewPlast securing the prestigious Eureka Label from the
European community in June 1995. The Eureka Label enables the
holder to seek European governmental subsidies. The Company
intends to investigate the assignment of or a reapplication for
the Eureka label for the benefit of NGP Delaware. The Company
also intends to seek other North American and world wide
technology awards and subsidy opportunities for the New
Generation Plastic Process.
Initially, the New Generation Plastic Process will be
marketed to governments and/or waste management companies that
operate urban waste recycling/disposal facilities, industrial
companies generating significant plastic wastes that are seeking
closed loop recycling, manufacturing companies utilizing plastic
components and chemical companies manufacturing resins and
polymers. Revenues will be generated from the sales of New
Generation Plastic Units and New Generation Plastic Plants, pilot
plant operations (fees for the testing/treatment of a client's
waste streams in anticipation of New Generation Plastic Unit or
New Generation Plastic Plant sales and/or co-development fees for
designing and manufacturing specific New Generation Plastic
Compounds for chemical companies), possible license fees for the
New Generation Plastic Process and/or New Generation Plastic
Compounds in selected areas of the world and potential royalties
associated with the development and sales of the different New
Generation Plastic Compounds. Additionally, the Company will
investigate joint venture development and/or the Company's
ownership and operation of its own New Generation Plastic Plant
processing waste and manufacturing specific New Generation
Plastic Compounds or plastic products (e.g. shipping pallets).
The core of the New Generation Plastic Process is the
integrated unit (the "New Generation Plastic Unit"), which
incorporates ultra-high shearing technology. The New Generation
Plastic Unit consists of a cylindrical chamber within which a
rotor turns at high speed. The speed of the motor is programmed
according to the materials being processed and the nature of the
New Generation Plastic Compounds to be created. The mixed
plastic, as a result of the friction between the plastic
particles, the rotor blades and chamber wall, are melted into a
homogeneous amalgam. Peripheral speed of the tips of the blades
can range from 40 to 65 m/sec. A sharp increase of the rotor
torque (power consumption requirement) indicates that the molten
mixture has homogenized (gelled) and is ready to be discharged
from the chamber.
All processing steps are controlled by Bachkine's
proprietary software. The parameters for programming include
temperature, rotor speed, torque variation and time. Depending
on the type of mixture processed, the cycle time should last
between 35 and 120 seconds. Temperatures of the expulsed hot
compound melt can range between 200 and 280 degrees Celsius.
The ultra high shear and the resulting temperatures produce
a stabilized compound whose properties can be manipulated by the
relative mix of the feedstock. Bachkine believes that the New
Generation Plastic Process not only provides for the processing
of mixed plastic waste, but offers the possibility of creating a
whole new generation of polymer alloys that can be made without
stabilizers and with pinpoint physical properties not yet
attainable from recycled and some virgin mono-component polymers.
Bachkine believes that the finished product is significantly
more processable than otherwise stabilized or compacted mixed
plastic products and offers volume and economic advantages over
current mixed plastic recycling processes. The New Generation
Plastic Process also offers a mechanism to economically reclaim a
significant portion of the unrecycled plastic waste stream and
create a versatile recycled plastic product that can be used in
place of the virgin materials in many applications.
MANAGEMENT AND EMPLOYEES OF NGP DELAWARE
The Company is assembling a management team to implement the
commercialization of the New Generation Plastic Process.
Currently, the Company has consultants assisting it in
engineering, finance and legal activities. The currently
anticipated members of management are set forth below. In
addition, leading executive recruiting firms have been contacted
to begin the search for qualified persons to fill out the roster
of the senior management positions that will be necessary to run
the business.
Mr. Jacques Mot (42) - Chairman of the Board and Chief
Executive Officer
Mr. Mot is a founder of Bachkine. Prior to the start up of
Bachkine, Mr. Mot was an Independent Consultant to Unilabs Group
(listed on the Nasdaq and Swiss Stock Exchanges). Mr. Mot's
activities have primarily been SEC related matters and investor
relations. He was a key member of the team that organized an
April 1997 initial public offering of Unilabs SA in Europe. Mr.
Mot was also a Director of Argenta & Magnum Management Company
Ltd. - Gilbratar, a company that created and marketed offshore
entities. From 1987 to 1992, Mr. Mot was the General Manager and
Director of Iesa Investissements S.A., a portfolio management and
investment company. While at Iesa, he handled portfolio and
investment management on a confidential basis.
Prior to Iesa, Mr. Mot held management positions at Wedge
Bank (Geneva) and Algemene Bank Nederland. While at Algemene, he
specialized in commercial credit facilities for, start-up and
established, manufacturing and marketing companies. Mr. Mot
also spent several years with American Fletcher Bank (Geneva).
Mr. Mot attended to the University of Lausanne, Switzerland
studying economics from 1976-1979.
Mr. Bernard Dubrulle d'Orhcel (55) - Chief Science and
Technical Officer
Mr. Dubrulle d'Orhcel oversees the consulting engineers
involved in the assembly and operations of the Pilot Unit, the
development of the 150 kg/h pilot plant and the commercial size
1,000 kg/h New Generation Plastic Unit, as well as, the design
and patenting of future equipment and NGP Compounds.
Prior to joining, he was President of Process NewPlast
Group, NV (1991-1996), the original company responsible for the
technical and commercial development of the technology underlying
New Generation Plastic Process. Additionally, Mr. Dubrulle
d'Orhcel was Chief Executive Officer of the Lasenco Group
(1983-1990) with offices in Geneva, Hong Kong, Beijing and
Manila. The Lasenco Group designed, built and managed four
factories in the form of joint ventures in Asia for plastic
component manufacturing and other industrial/commercial products.
From 1972-1983 he was a consulting engineer in China and the
Philippines for the setting-up of industrial facilities,
including mineral water bottling plants, windsurfing board
manufacturing, low-density urethane flexible foam production for
mattresses, car seat manufacturing and ski boot shells, amongst
other ventures.
Mr. Dubrulle d'Orhcel is a former French Navy pilot. He has
a BS in Science from College Technique St. Nicholas and has
completed additional courses in the chemistry of polymers at the
University of California, Berkley. In addition, Mr. Dubrulle
d'Orhcel received a license on urethane elastomers and urethane
reaction-injection molding from Paris Jussieu University. Mr.
Dubrulle d'Orhcel is, also, fluent in French, English, Italian
and is in fair practice in Mandarin Chinese.
Marc R. Engel (40) - Executive Vice President
Mr. Engel is involved in a range of management, finance and
marketing activities for the Company. Prior to NGP, Mr. Engel
was President of 21ST Century Capital Advisors Inc., a New York
City boutique firm specializing in business and finance strategy
development for environmental companies.
From 1991 to 1996 Mr. Engel was Senior Advisor and Vice
President at Hambro Resource Development Incorporated, the
investment banking subsidiary of Hambros Bank, which specialized
in corporate and project finance for environmental and power
companies. Prior to Hambro, Mr. Engel was an advisor, national
sales manager or held senior marketing positions with a range of
companies, including Canam Steel Corp., the Direct Marketing
Group and KPC Enterprises Inc. Mr. Engel graduated with a BA in
both English and Political Science from Boston College in 1980.
Elliot H. Levine (46) - Controller
Mr. Levine is a founding member of the accounting firm
Levine & Seltzer, LLP, Certified Public Accountants. He became a
member of the American Institute of Certified Public Accountants
in February of 1975. Mr. Levine's work experience includes five
years at Arthur Young, ten years as partner and Director of Taxes
of Leslie Sufrin & Co. P.C., CPAs and seven years as senior
member of Levine & Seltzer LLP.
Mr. Levine is a graduate of Queens College, City University
of New York. During Mr. Levine's 24 years as a CPA, he has given
numerous speeches and has chaired several conferences on the
topic of Mergers and Acquisitions.
Marcel J. Rokegem (50) -Director
Mr. Rokegem is currently a consultant to Van Moer Santerre
Group, a brokerage firm with offices in Brussels, Luxemburg and
Monaco. From 1987 to 1992 he was a co-founding Partner and
Director of Euro Suisse Limited London, a member of the London
Stock Exchange. Mr. Rokegem was a Partner of Jessup and Lamont
International Limited of London, an affiliate of Jessup and
Lamont Securities Co., Inc., a member of the New York Stock
Exchange from 1982 to 1987. Prior to that Mr. Rokegem served as
the Partner in Charge of International Equity trading for BAIRD,
Hombergen, Pringiers & Co. Mr. Rokegem began his career in 1970
with Kredietbank, NV of Brussels where he was responsible for
domestic and international equity trading, as well as, Eurobond
sales until 1980.
Mr. Rokegem has a degree in Applied Economic Sciences for
Antwerpen Jesuit University, as well as, a diploma from the
International Securities Marketing Association. Mr. Rokegem is
fluent in Dutch, French, English and German.
Thomas R. Marshall(41) - Director
Mr. Marshall currently practices at the New York office of
the law firm Schnader Harrison Segal & Lewis LLP, where he
concentrates in taxation, corporate and securities law an dserves
as counselto the Company. Previously, he was a Senior Associate
at Keck, Mahin & Cate (1993-1996) and an associate at Hall
McNicol Hamilton & Clark where he performed similar duties. From
1984 to 1988, Mr. Marshall was a Tax Supervisor at Coopers &
Lybrand (now PriceWaterhouseCoopers LLP).
Mr. Marshall holds a J.D. from St. John's University School
of Law and was awarded an L.L.M in Taxation from the New York
University School of Law. He is admitted to both the New York
and Connecticut Bars.
Advisory Council
An Advisory Council has been established to assist the NGP
Delaware's Board and management team with a range of issues,
including technical, marketing, sales, operations, finance, et
al. The members of the Advisory Council include the following:
Dr. Viktor Williams
Currently the Manager of DuPont's Global Polymer Recycling
division. Dr. Williams has spent over 24 years with DuPont in a
range of managerial positions, including managing the Ethylene
Copolymers product line and heading up the European Business
Management for Specialty Elastomers, including products such as
Tedlar, Elvacite and Dimetrol Strappings and Tapes. Since 1990,
Dr. Williams has been responsible for the Waste Management and
Recycling programs for DuPont worldwide.
He is a member, current or former board member and current or
former Chairman of the following: APME (Association of Plastics
Manufacturers Europe), EUROPEN (European Association for
Packaging and the Environment), AMCHAM (American Chamber of
Commerce), EUPC (the European Plastic Converters Association) and
CEN (the European Standardization body).
In 1996, he added to his responsibilities, the Management of
Global Polymer Recycling and joined the APC (American Plastic
Council). He is the Chairman of the Packaging Task Force in the
APME and of the Durable Business Group in the APC.
Dr. Williams received his Ph.D. in Industrial Chemistry from
the University of Rome.
Mr. J. Richard Briscoe
Mr. Briscoe has general management and
domestic/international marketing experience primarily in the
over-the-counter pharmaceuticals, cosmetics, toiletries and food
industries. Mr. Briscoe held brand management and senior
marketing executive positions with Schering-Plough. He managed
the inside-advertising agency responsible for planning and
purchasing more than $250 million in media advertising annually.
Additionally he was a senior global marketing executive for such
major brands as Dr. Scholl, Coppertone, Maybelline and Rimmel.
Mr. Briscoe was instrumental in strategic planning, new product
development and acquisitions while President of Schering-Plough's
U.S. Proprietary Drugs & Toiletries Divisions, which included
such brands as Correctol, Coppertone, Tropical Blend, Solarcaine,
Di Gel, Duration and Aftate.
Mr. Briscoe is currently a Senior Associate with the sales,
marketing and business planning consulting firm of Winston Weber
& Associates Inc., where has worked with a wide range of
companies, including: Beiersdorf, Dole Packaged Foods,
Neutrogena, Oral-B, Bristol-Meyers, Johnson & Johnson, Procter &
Gamble, Pacific Dunlop and Shell.
Mr. Briscoe received a B.A. from Rice University and an
M.B.A. from the Wharton School of the University of Pennsylvania.
He has served on the Board of the Association of National
Advertisers and the National Advertising Review Board. He is an
active director of several corporations and a Trustee of the
Memphis College of Art.
Professor Francesco P. La Mantia
Professor La Mantia is a leading author and researcher on
rheology and the processing of polymers, polymer blends, liquid
crystal polymer based blends and the recycling of polymers.
Along with approximately 190 published papers, he is the author
of seven books on polymer recycling and on LCP and LCP based
blends.
Professor La Mantia is responsible for a wide range of
plastic research programs supported by both public and private
funds. He has been the director of the Department of Chemical
Engineering and Materials and is currently both the coordinator
for the Ph.D. program on Chemical Technologies and New Materials
and a member of the Board of Directors of the University of
Palermo.
He received his Chemical Engineering degree and, since 1985,
has been a full professor of Properties and Processing of
Polymers at the University of Palermo. Professor La Mantia is an
editor and/or on the editorial board of various scientific
journals, including, Polymer Recycling, The Journal of Applied
Polymer Science, Polymer Engineering and Science, Polymer
Composites and The Journal of Rheology.
Mr. Jacques Mahler
Currently, Mr. Mahler is the Director of Industrial
Relations for Pole Europeen de Plasturgie ("PEP"). Mr. Mahler's
expertise is in recycling and composite design. He interfaces
with chief executives on a wide range of research activities.
Prior to his current position, Mr. Mahler was the
Development Director for Chomarat (1988-1991), focusing on
plastic composite design for the transportation, construction,
engineering, electronics and recreation industries. Mr. Mahler
was the inventor of Rovicor. He was the Director of Research
and Product Development (1979-1988) at Saint-Gobain-Vetrotex, a
worldwide leader in glass fiber and other industrial product
research, where he coordinated manufacturing, marketing, sales
and public relations activities. Mr. Mahler was a service
manager for synthesis studies at Saint-Gobain-Vetrotex from 1970
to 1978.
Mr. Mahler has a Masters of Physical Science and has been a
professor in Chemistry and Physics. Additionally, he is an
accomplished author, inventor and board member for a number of
schools and institutions.
Additional individuals with scientific, financial, marketing
and waste management backgrounds are being considered for
Advisory Council positions.
PROCEDURAL ASPECTS OF THE ASSET CONTRIBUTION
SW Ventures organized and incorporated NGP Delaware as a
wholly-owned subsidiary of SW Ventures. The Company has
appointed Jacques Mot, Marcel J. Rokegem and Thomas R. Marshall,
the persons designated by Bachkine, as the Directors of NGP
Delaware.
Upon the completion of the Oil Asset Disposition, the
Company shall effect the Merger through which (i) the legal
existence of SW Ventures as a separate corporation will cease,
(ii) NGP Delaware will succeed to the then existing assets and
assume the then existing liabilities of SW Ventures, and (iii)
each shareholder of SW Ventures shall receive one share of NGP
Common Stock for every fifteen shares of SW Common Stock.
The closing of the Asset Contribution shall take place on
the same day as the Merger. Prior to such closing, NGP Delaware
will issue 20,000 shares of NGP Common Stock in a private
placement exempt from registration under Regulation S of the U.
S. Securities Act of 1933, as amended (the "Securities Act") to
an entity designated by SW Ventures as a finder's fee. In
addition, NGP Delaware shall enter into consulting agreements
with Mr. Cloetens and persons designated by him that provide
grants, under a NGP Delaware Stock Option Plan, to purchase an
aggregate of 50,000 shares of NGP Common Stock on a post split
basis at increasing prices (10,000 shares each at $7.50, $8.00,
$8.50, $9.00 and $9.50, respectively).
At the closing of the Asset Contribution, NGP Delaware shall
issue shares of NGP Common Stock representing 97.91% of NGP
Delaware to Bachkine in exchange for the NGP Assets. Such shares
will be issued in a transaction exempt from registration under
Regulation S of the Securities Act. Such shares shall be
restricted and may not be offered, sold or otherwise transferred
except in compliance with the registration requirements of the
Securities Act or any other applicable securities law, pursuant
to an exemption therefrom, or in a transaction not subject
thereto.
NGP Delaware, for the benefit of Bachkine as holder of such
shares, will cause a registration statement to be filed with the
SEC under the Securities Act on such form as is necessary or
appropriate to register all or a portion of the shares for resale
by Bachkine. NGP Delaware will use its reasonable best efforts
to cause such registration statement to be declared effective
within ____ months of the closing of the Asset Contribution.
ANNUAL AND QUARTERLY REPORT
INFORMATION INCORPORATED BY REFERENCE
All stockholders of record as of the Record Date are
concurrently herewith being sent a copy of the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
1998, which contains certified financial statements of the
Company and a Quarterly Report on Form 10-QSB for the three
months ended March 31, 1999.
OTHER MATTERS
As of the date of this Proxy Statement, management knows of
no matters other than those set forth herein which will be
presented for consideration at the Special Meeting. If any other
matter or matters are properly brought before the Special Meeting
or any adjournment thereof, the persons named in the accompanying
Proxy will have discretionary authority to vote, or otherwise
act, with respect to such matters in accordance
with their judgment.
Respectfully submitted,
Terri Jackson
-----------------------
Secretary/Treasurer
and Director
Salt Lake City, Utah
May __, 1999
EXHIBIT A
MERGER AGREEMENT
EXHIBIT B
SW OIL CONTRIBUTION AGREEMENT
EXHIBIT C
NGP CONTRIBUTION AGREEMENT
EXHIBIT D
SW OIL STOCK PURCHASE AGREEMENT
EXHIBIT E
ANNUAL REPORT ON FORM 10-KSB FOR
THE FISCAL YEAR ENDED DECEMBER 31, 1998
AND
QUARTERLY REPORT ON FORM 10-QSB FOR
THE THREE MONTHS ENDED MARCH 31, 1999
