SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 14f
NOTICE OF ARRANGEMENT REGARDING ELECTION OF DIRECTORS
WITHOUT A MEETING
Pursuant to Section 14(f) of the Securities Exchange Act of 1934
Date of Designation: 10 days after the date of filing of this
Notice and transmittal thereof to the Registrant's shareholders.
Commission File number: 001-14873
PNW Capital, Inc.
(Exact name of registrant as specified in its charter)
Delaware 061474412
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State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
12925 W. Arlington Pl., Littleton, CO 80217
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(Address of principal Executive Offices Zip Code)
Registrant's telephone number, including area code: (303)412-2469
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Shares Outstanding
As of November 30, 2000, there were 97,000,000 voting shares of the Registrant's
common stock outstanding, its only class of voting securities, each share
entitling the holder thereof to one vote.
Security Ownership of Certain Beneficial Owners and Management
As of November 30, 2000, the following persons were known by the Registrant to
own or control beneficially more than five percent of its outstanding common
stock, its only class of voting stock. The table below also sets forth the total
number of shares of the Registrant's outstanding voting stock owned by its
officers and directors and by persons designated to become directors:
<PAGE>
Name and Address of Number of Percent of
Beneficial Owner Shares Owned Shares Owned
Beneficially
and of Record
Joseph McFarland 12,339,600 12.7%
Europark Holdings, Inc. 12,339,600 12.7%
Daniel C. Silva, President & Director 12,339,600 12.7%
Maya Investment Corporation 4,460,000 4.5%
Robert Alan Kitsmiller 3,322,200 3.4%
Daniel Enright 2,373,000 2.4%
Wayne Miller Director* 2,000,000 2.0%
Berry Miller (1)Director* 500,000 0.5%
Gary Burnie Director* 2,000,000 2.0%
1) Includes 500,000 share option calculated under Sec. 13(d) Securities Exchange
Act of 1934.
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* Resigning Directors
Changes in Control of Registrant
Peanut Butter & Jelly, Inc. (PBJ) a Colorado Corporation, entered into an
agreement for exchange of stock ith PNW Capital, Inc. (PNW)whereby PBJ exchanged
100% of PBJ shares for 47,460,000 shares of PNW. The transaction has been
closed.
DIRECTORS AND EXECUTIVE OFFICERS
The current Directors and Executive officers of Registrant are:
Daniel C. Silva President, Chairman & Director
Joseph L. McFarland, Jr. Secretary
Wayne Miller Director
Barry Miller Director
Gary Burnie Director
<PAGE>
Legal Proceedings
No current director or future director, officer, or affiliate of the
Registrant, five percent holder of any class of voting securities of the
Registrant, nor any associate of the above, is a party adverse to the Registrant
or has a material interest adverse to the Registrant.
Management
Identification of Directors to be appointed without shareholder meeting
After the filing of this Form and Notice to shareholders the present
Directors of the Company, Wayne Miller, Gary Burnie and Barry Miller will
resign, effective ten days after mailing of this Notice to Shareholders.
The persons who will be directors of the Registrant, effective ten days
from mailing of this notice, and their ages, are as follows:
Name Age
---- ---
Daniel Silva 38 ( Mr. Silva has already been
appointed)
Joseph L. McFarland Jr. 40
The following persons have been appointed as officers of the Company:
Daniel Silva President
Joseph L. McFarland, Jr. Secretary
Business Experience
The following is a brief account of the business experience during at
least the past five years of the persons designated to be new directors and
officers of the Registrant, indicating the principal occupation and employment
during that period by each, and the name and principal business of the
organizations by which they were employed.
Joseph L. McFarland, Jr.
------------------------
Joseph L. McFarland, age 40 received an education at Denver Technical
College 1983-87 in Design Engineering. From 1998 to present he has been a
Principal Manufacturing Engineer for Exabyte Corp. In 2000 he became a director
and principal shareholder of Peanut Butter & Jelly, Inc. and was a principal in
a company with the same name from 1993 to 1996, which was dissolved. From
1996-98 he was a Consulting Process Engineer for Medtronic Blood Management.
From 1992-93 Mr. McFarland was Operations Manager for Ram-Line, Inc.
<PAGE>
Daniel C. Silva
---------------
Mr. Silva, age 38 has been Broker/Owner of Silva Realty from October 1991 -
Present. He was President/Marketing Director and a major shareholder of Peanut
Butter + Jelly, Inc. June 1995 - 1996 when it was dissolved. He was President of
Board of Directors/Chief Marketing Officer Water Enhancement Technologies (WET
TEK) September 1993 - June 1995. He attended Colorado Real Estate College in
1991. He has a Bachelor of Science, Business Management at Metro State College
in 1989. Mr. Silva was appointed a director and president in October of 2000.
No appointee for a director position has been subject of any civil
regulatory proceeding or any criminal proceeding.
Transactions with Management and Others
There were no transactions or series of transactions during the
Registrant's last fiscal year or the current fiscal year, or any currently
proposed transactions or series of transactions of the remainder of the fiscal
year, in which the amount involved exceeds $60,000 and in which to the knowledge
of the Registrant, any director, executive officer, nominee, future director,
five percent shareholder, or any member of the immediate family of the foregoing
persons, have or will have a direct or indirect material interest except as set
forth below. In addition, none of the foregoing persons have been indebted to
the Registrant during such periods in an amount exceeding $60,000.
Officers and directors Barry Miller, Wayne Miller and Gary Burnie received
compensation for services which they converted to shares (see "Compensation of
Directors and Executive Officers" hereafter).
<PAGE>
2) Peanut Butter & Jelly, Inc., of which the new Directors and the newly
appointed officers are members of management and controlling shareholders,
agreed to exchange 100% of the outstanding shares of Peanut Butter & Jelly, Inc.
for 47,460,000 restricted shares of PNW Capital, Inc., and have completed the
transaction.
Committees of the Board of Directors
The Registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing similar
functions, nor does it propose to have the same following the appointment of the
new directors.
Meetings of the Board of Directors
There were irregular meetings of the Registrant's Board of Directors
during the current fiscal year, or during the past fiscal year, as necessary for
the reorganization and restructuring to facilitate an acquisition.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
During the Registrant's past fiscal year, and the current fiscal year,
no executive officer of the Registrant received cash compensation other than
reimbursement for expenses incurred on behalf of the Registrant, no compensation
was paid pursuant to a plan, no other type of compensation was paid, no director
received compensation, and no termination of employment and change of control
arrangements were implemented other than those set forth herein.
In August, 2000, the Company adopted the 2000 Nonqualified Stock Option Plan.
The Plan sets aside 10,000,000 shares of common stock option for issuance to
employees, directors, officers, attorneys, accountants, consultants or advisors
to the company. The Plan has a ten year term.
On September 20, 2000, the Company granted options to four officers, directors
and consultants to purchase 7,000,000 shares of the Company's common stock at
$0.05 per share under the Plan. The options were immediately exercised, and
shares were issued in satisfaction of the Company's obligation to the four
individuals for consulting services rendered through September 30, 2000. The
transaction was recorded by a charge to expense for $257,035, and a charge of
$92,965 against amounts previously accrued for such services, for a total value
of $350,000.
Also on September 20, 2000, the Company granted options to five consultants (one
of whom is also a director) to purchase 2,200,000 shares at $0.05 per share
under the Plan. The options are exercisable at any time before ten years from
the date the Plan was adopted. At September 30, 2000, none of these options had
been exercised.
<PAGE>
<TABLE>
<CAPTION>
In corporate resolutions, the Board issued stock options to the following
individuals. The individuals then exercised their options and offset the
purchase price against the Company's obligations to them for services rendered.
<S> <C> <C> <C> <C> <C>
Date of
Authorization To whom issued: For: # of Shares Value ($.05/sh) Consideration
------------- --------------- ---- ----------- -----------------------------
09/20/00 Wayne Miller Management fees 2,000,000 $100,000,000 services
(former officer,
director)
09/20/00 Ron Henrickson Management fees 2,000,000 100,000,000 services
09/20/00 Gary Burnie Management fees 2,000,000 100,000,000 services
(former officer,
director)
09/20/00 Floyd Cochrane Management fees 1,000,000 50,000,000 services
---------- --------------
7,000,000 $350,000,000
</TABLE>
Options
-------
Barry Miller, director was issued 500,000 shares @ $.05 per share exerciseable
for ten years from September 25, 2000.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Notice to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: December 6, 2000 PNW Capital, Inc.
by:/s/Daniel C. Silva
Daniel C. Silva, President
