M&A WEST, INC.
583 San Mateo Avenue
San Bruno, California 94066
____________
Notice of Annual Meeting of Stockholders
To Be Held on November 9, 2000
Notice is hereby given that the Annual Meeting of Stockholders of M&A West,
Inc. will be held on Thursday, November 9, 2000 at 9:30 a.m. at the Crowne Plaza
located at 1221 Chess Drive, Foster City, California 94404, for the following
purposes:
1. Election of five Directors. The re-election of Scott L. Kelly, Sal
Censoprano, Scott Chase, John Flanders and Milledge Hart as directors
until the next annual meeting of shareholders or until their
successors are duly elected and qualified.
2. The election of Hood & Strong, LLP as the company's independent
auditors for fiscal year 2001. Hood & Strong, LLP served in this
capacity for fiscal year 2000.
3. Ratification of adoption of M&A West, Inc. 2000 Stock Plan.
4. Other business. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Shareholders of record at the close of business on September 27, 2000
are entitled to notice of the meeting.
All stockholders are cordially invited to attend the meeting in
person.
By Order of the Board of Directors
/s/ Scott L. Kelly
Scott L. Kelly, Chairman and Chief Executive Officer
October 17, 2000
<PAGE>
Election of Directors
Pursuant to the Company's Articles of Incorporation and its By-Laws, the
members of the Board of Directors serve for one-year terms. The Board has
nominated the directors listed below.
The following biographical information is furnished with respect to each of
the directors. The information includes the individual's present position with
the Company, period served as a director, and other business experience during
the past five years.
Nominated Directors
Scott L. Kelly has served as CEO, President and a Director of the Company
since April 1997. From December 1996 through April 1997, Mr. Kelly served as
Branch Manager of Waldron & Company. From December 1990 through December 1996,
Mr. Kelly served as Branch Manager/Stock Broker of Interfirst Capital. From
October 1986 through December 1990, Mr. Kelly served as a financial planner for
American Express. Mr. Kelly received a Bachelor's Degree in Business
Administration from Adelphi University, Garden City, New York, in 1986, a
Master's Degree in Business Administration from San Francisco State University,
in 1992, and a Certified Financial Planner Degree from the College of Financial
Planning, Denver, Colorado, in 1990. He is the Director of the Boys and Girls
Club Foundation and appears in "Who's Who" in the California Directory. Mr.
Kelly has served as a manager of several brokerage firms and has trained over 50
stock brokers and conducted more than 300 seminars on various financial subjects
in the United States, Russia, India, South America and Europe.
Sal Censoprano has served as Secretary, Chief Financial Officer and as a
director of the Company since May 1999. Prior to that time he was self-employed
for approximately 15 years as a certified public accountant, providing tax and
accounting services to the public. Mr. Censoprano received a bachelor's degree
in accounting from Queens College, New York, in 1977, and a masters degree in
accounting and taxation from Adelphi University, Garden City, New York, in 1981.
Scott Chase has served as one of the Company's directors since December
1999. Mr. Chase is the Director of OEM Sales for Identix, Inc., a position he
has held since April 1999. From November 1996 through April 1999, he was the
Sales Director for Identicator Technology, Inc. and for March 1994 to November
1996 he was the Sales Director for Logistics, Inc. Mr. Chase received a B.A.
degree from San Jose State in advertising.
John Flanders has served as one of the Company's directors since December
1999. Since September 2000, Mr. Flanders has served as the chief executive
officer of Digital Bridge, of which the Company owns 17%. Mr. Flanders is the
President of CyberJunction.com, Inc. a position he has held since July 1997.
Prior to joining CyberJunction.com, Inc., Mr. Flanders has served as Vice
President Sales and Marketing for eMerging Media, Inc. and Senior Manager,
Strategic Market Development for Orbit Network, Inc. Mr. Flanders holds a BS
Degree from Northeastern University in Business Administration.
Milledge Hart has served as one of the Company's directors since March
2000. Mr. Hart is the Chairman and Chief Executive Officer of Granada
Entertainment Enterprise, Inc., a position he has held since March, 1996. From
June 1991 through February 1996, he was the President of Axon, Inc. Mr. Hart
holds a B.A. degree from Duke University in economics and public policy.
The directors of the Company hold office until the next annual meeting of
stockholders of the Company and until their successors in office are elected and
qualified. The Company has not established and does not maintain any audit,
executive or nominating committees. All officers serve at the discretion of the
board of directors.
<PAGE>
Compliance with Section 16(a) of Exchange Act
Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding more than ten percent of the
Company's common stock are required to report their initial ownership of the
Company's common stock and any subsequent changes in ownership to the Securities
and Exchange Commission. Specific due dates for these reports have been
established and the Company is disclosing in this Information Statement any
failure to file by these dates during the fiscal year ended May 31, 2000. Scott
Kelly, the Company's President and Chief Financial Officer filed one Form 4 late
during the fiscal year ended May 31, 2000. In making these disclosures, the
Company has relied on written statements of its directors, executive officers
and shareholders and copies of the reports that were filed with the Commission.
Committees and Attendance of the Board of Directors
The Board of Directors has a standing Audit Committee and a standing
Compensation Committee.
The functions of the Company's Audit Committee are to review the Company's
financial statements with the Company's independent auditors; determine the
effectiveness of the audit effort through regular periodic meetings with the
Company's independent auditors; to determine through discussion with the
Company's independent auditors that no unreasonable restrictions were placed on
the scope or implementation of their examinations; to inquire into the
effectiveness of the Company's financial and accounting functions and internal
controls through discussions with the Company's independent auditors and
officers of the Company; to recommend to the full Board of Directors the
engagement or discharge of the Company's independent auditors; and to review
with independent auditors the plans and results of the auditing engagement. The
members of the Audit Committee are Messrs. Flanders and Hart.
The functions of the Company's Compensation Committee include reviewing the
existing compensation arrangements with officers and employees, periodically
reviewing the overall compensation program of the Company and recommending to
the Board modifications of such program which, in the view of development of the
Company and its business, the Committee believes are appropriate, recommending
to the full Board of Directors the compensation arrangements for senior
management and directors, and recommending to the full Board of Directors the
adoption of compensation plans in which officers and directors are eligible to
participate and granting options or other benefits under such plans. The members
of the Compensation Committee are Mr. Chase and Mr. Hart.
The Board of Directors does not have a standing nominating committee or a
committee performing similar functions.
During the year ended May 31, 2000, the Board of Directors held one formal
meeting, including telephonic meetings, and acted through unanimous written
consent on other occasions. Because the Audit Committee and the Compensation
Committee were formed near the end of the fiscal year, neither Committee met
during the year ended May 31, 2000. Each director attended the formal meeting.
Compensation of Directors
Each director of the Company is paid an initial fee of 10,000 shares of the
Company's Common Stock for joining the Company's Board, and will receive options
for the purchase of 10,000 shares of the Company's Common Stock at the end of
each year served. The option price is the fair market value of the stock on the
date of grant. The Company also reimburses each director for all expenses of
attending such meetings.
<PAGE>
Executive Compensation
The following table sets forth information with respect to the named
executive officers of M&A West for the fiscal years ended May 31, 2000 and May
31, 1999:
<TABLE>
Annual Long Term Other
Compensation Compensation Compensation
--------------- ----------------- ---------------
Restricted Securities
Fiscal Stock Underlying
Name and Principal Positions Year Salary Bonus Award Options/Warrants Other
---------------------------- ------ ------ ----- ---------- ---------------- -------
<S> <C> <C> <C> <C> <C> <C>
Scott L. Kelly 2000 $120,000 - - - -
President, CEO, and
Chairman 1999 - - - - -
Sal Censoprano 2000 $100,000 - - - -
CFO and Secretary
1999 - - - - -
</TABLE>
* Although the officers receive certain perquisites such as Company
insurance, the value of such perquisites and other personal benefits did
not exceed the lesser of $5,000 or 10% of the officer's salary and bonus.
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of August 15, 2000 the number of shares
of common stock owned of record and beneficially by executive officers,
directors, persons who hold 5% or more of the outstanding common stock of the
Company, and by all officers and directors as a group:
Name Number of shares Percent of
and Address Owned Beneficially Class Owned
------------- --------------------- --------------
Scott Kelly (2)(3) 6,080,200 53.8%
Kelly Family Trust 5,080,200 45.0%
Sal Censoprano (4) 1,510,000 11.8%
Administrative Systems (5)
Corporation 1,647,500 14.6%
Scott Chase (6) 10,000 *
John Flanders (7) 10,000 *
Milledge Hart (8) 10,000 *
The Newman Company (5) 986,220 8.7%
Zacco Equities, Ltd. (9) 908,015 8.0%
All Officers and directors
as a group (5 in number) 7,620,200 55.3%
*Less than 1%
(1) The persons named in the above table have sole voting and investment power
with respect to all shares of Common Stock shown as beneficially owned by
them, subject to community property laws, where applicable, and the
information contained in the footnotes to the table.
(2) Address is 583 San Mateo Avenue, San Bruno, California 94066.
(3) Includes 5,080,200 shares held by the Kelly Family Trust, of which Mr.
Kelly serves as trustee and options to purchase 1,000,000 shares at $4.33
per share which are fully vested.
(4) Address is 1081 Grebe Street, Foster City, California 94404. Includes
options to purchase 1,500,000 shares as $3.94 per share which are fully
vested.
(5) Address is 1325 Airmobile Way, Suite 175, Reno, Nevada 89502.
(6) Address is 510 N. Pastoria Avenue, Sunnyvale, California 94086.
(7) Address is 21436 N. 20th Ave. #4, Phoenix, Arizona 85308.
(8) Address is 147 Patricia Drive, Atherton, California 94027.
(9) Address is P.O. Box 116, Road Town Tortola, British Virgin Islands.
Certain Relationships and Transactions
All transactions between the Company, its officers, directors and principal
shareholders or affiliates, whether presently existing are, or in the future
will be, in the belief of management, on terms no less favorable to the Company
than may be obtained from unaffiliated third parties.
Other than the elections to office, no director, nominee for director,
executive officer or associate of any of the foregoing persons has any
substantial interest, directly or indirectly, by security holdings or otherwise,
in any manner to be acted upon at the Annual Meeting.
<PAGE>
ELECTION OF HOOD & STRONG, LLP AS THE COMPANY'S INDEPENDENT AUDITORS
The Board of Directors and majority stockholders have approved the
engagement of Hood & Strong, LLP as independent auditors for the Company for
fiscal year 2001. Hood & Strong, LLP served in this capacity for fiscal year
2000.
RATIFICATION OF ADOPTION OF M&A WEST, INC. 2000 STOCK PLAN
The Board of Directors and majority stockholders have approved the adoption
of the M&A West, Inc. 2000 Stock Plan ("Plan"). In August 2000, we adopted the
Plan to provide stock-based incentive compensation to directors, officers,
consultants and employees to further align their interests with the interests of
our stockholders. The aggregate number of shares of stock which may be awarded
under the Plan or purchased by the exercise of options is three million five
hundred thousand (3,500,000) shares. The exercise price of options granted under
the Plan has not been and will not be less than the fair market value of the
shares of our Common Stock on the date of grant. Through October 16, 2000, we
had issued options to purchase 2,670,000 shares of our Common Stock to our
employees, directors and officers. There are an additional 830,000 shares of
Common Stock available for issuance under the Plan. The Plan allows for the
discretionary grant of restricted stock, non-qualified stock options, incentive
stock options as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and other stock-based awards. The Plan is administered by the
compensation committee of our board of directors. The compensation committee
makes the determinations with respect to the discretionary awards under the
Plan, including which eligible individuals are to receive awards under the Plan
and specific terms, vesting conditions, if any, and number of shares of stock to
which each award relates. The compensation committee may grant awards with
different terms and conditions. The compensation committee can also accelerate
the vesting of outstanding awards at any time. At the time options are granted,
the compensation committee will set the price at which options can be exercised
to purchase shares of Common Stock. Option holders do not and will not have any
rights as stockholders until and to the extent they have exercised their
options. The exercise price for options may either be paid in cash or check or,
at the discretion of the compensation committee, by tendering shares or options
then exercisable having a value equal to the exercise price. The number of
shares of Common Stock covered by awards will be adjusted in the event of any
stock split, merger, recapitalization or similar corporate event. The board of
directors may terminate or amend the stock plan at any time, except that the
board may not, without the approval of our stockholders, increase the maximum
number of shares for which options may be granted under the stock plan or expand
the class of individuals eligible to participate in the plan.
OTHER MATTERS
The Board of Directors does not intend to bring any other matters before
the Annual Meeting and has not been informed that any other matters are to be
presented by others.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Scott L. Kelly
Scott L. Kelly, Chairman and Chief Executive Officer
October 17, 2000
