INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES EXCHANGE
ACT OF 1934 AND RULE 14F-1
(AMENDED)
This Information Statement is being mailed on or about
[January __, 1999] to holders of shares of Common Stock, no par
value (the "Common Stock"), of Western Technology & Research, Inc.,
a Wyoming corporation (the "Company"), in connection with the
anticipated designation of persons (the "Designated Directors") to
the Board of Directors of the Company. Such designation is to be
made pursuant to the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of December 30, 1998 among the Company,
Cimnet, Inc., a Delaware corporation ("Cimnet"), and Cimnet
Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of the Company ("MergerSub").
NO ACTION IS REQUIRED BY THE SHAREHOLDERS OF THE COMPANY IN
CONNECTION WITH THE APPOINTMENT OF THE DESIGNATED DIRECTORS.
The Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Rule 14f-1 promulgated thereunder require
the mailing to the Company's shareholders of the information set
forth in this information Statement prior to a change in a
majority of the Company's directors other than at a meeting of
the Company's shareholders.
The Merger Agreement provides that immediately prior to the
effective time of the merger of MergerSub with and into Cimnet (the
"Merger") the Designated Directors shall be elected and the current
directors shall resign as members of the Company's Board of
Directors. The terms of the Merger Agreement and certain other
information concerning the Merger are contained in the Company's
Form 8-K filed with the Securities and Exchange Commission (the
"Commission") on January 26, 1999. The Form 8-K, including the
exhibits thereto may be examined at, and copies thereof may be
obtained from, the regional offices of and public reference
facilities maintained by the Commission as well as on the World
Wide Web site maintained by the Commission on the Internet at
http://www.sec.gov. The information contained in this Information
Statement concerning Cimnet and the Designated Directors has been
furnished to the Company by Cimnet. The Company assumes no
responsibility for the accuracy or completeness of such
information.
At the close of business on [January __, 1999] there were
750,000 shares of the Company's Common Stock issued and
outstanding.
OUTSTANDING VOTING SECURITIES
AND PRINCIPAL STOCKHOLDERS
The Company anticipates issuing 4,430,000 shares of the
Company's Common Stock upon the closing of the transaction
contemplated by the Merger Agreement (the "Merger"). See " Recent
Developments." The following table sets forth information as of
the Record Date with respect to the beneficial ownership of the
outstanding shares of the Company's Common Stock and the beneficial
ownership of the shares of the Company's Common Stock immediately
following the merger by (i) each person known by the Company to
beneficially own five percent (5%) or more of the outstanding
shares; (ii) the Company's officers and directors; and (iii) the
Company's officers and directors as a group.
Name and Address of Shares of Common Stock Percentage of Class
Beneficial Owner(1) Beneficially Owned(2) Beneficially Owned (3)
Zenith S. Merritt(4) 251,400 33.5%
Thomas Hockaday(5) 500 *
1560 Nottingham
Casper, Wyoming 82609
Jo Juliano-Smith(6) -------
Edward F. Cowle 125,000 16.6%
201 East 87th Street
New York, NY 10128
Donn Douglas 40,000 5.3%
255 Kearney
Denver, CO 80220
Michael Ford 40,000 5.3%
1001 East Bayaud #1402
Denver, CO 80209
H. DeWorth Williams 125,000 16.6%
56 west 400 South
Suite 220
Salt Lake City, UT 84101
All Officers and Directors 251,900 33.6%
as a Group (3 persons)
* Represents less than 1% of the total number of shares of the Company's
Common Stock outstanding
1. Unless noted otherwise, the address for such person is c/o Western
Technology & Research, Inc., 801 East "A" Street, Casper,
Wyoming 82601.
2. Unless noted otherwise, all shares indicated as beneficially owned are
held of record by and the right to vote and transfer such shares lies
with the person indicated. A person is deemed to be a beneficial owner
of any securities of which that person has the right to acquire
beneficial ownership within sixty (60) days.
3. Calculated based upon 750,000 shares of common stock outstanding.
4. Mr. Merritt is the President and a director prior to the Merger.
5. Mr. Hockaday is the Secretary-Treasurer and a director the Company
prior to the Merger.
6. Ms. Smith is a director of the Company.
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors of the Company presently consists of
three members. Pursuant to the Company's Articles of Incorporation,
as amended, the Board of Directors of the Company may consist of no
more than three members. It is expected that the Designated
Directors will assume office concurrently with the Effective Time
of the Merger. This step will be accomplished at a meeting or by
written consent of the Board of Directors providing that the
current directors will resign such that, immediately following such
action, the vacancies will be filled by the Designated Directors.
The Designated Directors listed below have consented to act as
a director of the Company. The Designated Directors will constitute
all of the members of the Board after they are appointed.
DESIGNATED DIRECTORS
John D. Richardson. Age 40. Mr. Richardson was a computer
programmer at Rockwell International Corporation from 1980 to 1982,
where he programmed machine tools for the manufacture of printing
presses. In 1982, he joined the cutting tool division of Sandvik
Corporation during which time he served as a regional sales manager
for the company's Pennsylvania territory. In 1984, he left Sandvik
to form Cimnet and has served as its Chief Executive Officer and
Chairman of the Board since that time.
David Birk. Age 59. Mr. Birk has been a director of Cimnet
since January 1998 and is the sole stockholder and President of
ManSoft, a software distribution company in the southwestern United
States. ManSoft is a significant regional distributor of Cimnet's
product. From 1986 through 1994, Mr. Birk was a Regional Sales
Manager of Intercim (and its predecessors), a software developer of
manufacturing execution systems.
Andrew Roosevelt. Mr. Roosevelt has been a director of
Cimnet since June 1998. Mr. Roosevelt formed Go Glo Co., Inc., a
venture capital firm, in 1990 and has served as its President
since that time. Go Glo Co., Inc. is a stockholder of Cimnet.
To the best of Cimnet's knowledge, none of the Designated
Directors beneficially own any equity securities, or rights to
acquire any equity securities of the Company, or has been involved
in any transactions with the Company or any of its directors,
executive officers or affiliates, except for the transactions
contemplated by the Merger Agreement and the exhibits thereto.
CURRENT DIRECTORS AND EXECUTIVE OFFICERS
The following is certain biographical information with respect
to the current members of the Board of Directors and Executive
Officers of the Company.
Z.S. Merritt. Age 70. Mr. Merritt has been President and a
director of the Company since December 15, 1994. For the last
five years (and previously), Mr. Merritt has also provided
independent consulting services as a geologist and landman, as
well as acting as the owner and real estate broker for Merit
Realty in Casper, Wyoming.
Thomas M. Hockaday. Age 63. Mr. Hockaday has been Vice
President and a director of the Company since December 15, 1994.
For the last five years (and previously), Mr. Hockaday worked as
a real estate sales representative and investment advisor for
Merit Realty in Casper, Wyoming.
Jo Juliano Smith Age 56. Ms. Smith has been a director of
the Company since April 1, 1997. She has over fifteen years of
experience as a paralegal, and in recent years (including the last
five years) has also worked as a substance abuse counselor.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Company's Common Stock is registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in connection therewith, directors, officers,
and beneficial owners of more than 10% of the Company's Common
Stock are required to file on a timely basis certain reports under
Section 16 of the Exchange Act as to their beneficial ownership of
the Company's Common Stock. The following table sets forth, as of
the date of this report, the name and relationship of each person
who failed to file on a timely basis any reports required pursuant
to Section 16 of the Exchange Act:
Name Position Report to be filed
Zenith S. Merritt President, Director, Form 3
greater than
10% Shareholder
Thomas M. Hockaday Vice President and Form 3
Director
Jo Juliano Smith Director Form 3
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. The Company has not paid any salaries or other
compensation to its officers, directors or employees for the years
ended December 31, 1996 and 1997, nor at any time during 1998.
Further, the Company has not entered into an employment agreement
with any of its officers, directors or any other persons. No
person has accrued any compensation from the Company. There are no
compensatory plans or arrangements of any kind, including payments
to be received from the Company, with respect to any person which
would in any way result in payments to any such person because of
his or her resignation, retirement, or other termination of such
person's employment with the Company or its subsidiaries, or any
change in control of the Company, or a change in the person's
responsibilities following a change in control of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
To the best of Management's knowledge there were no material
transactions, or series of similar transactions, or any currently
proposed transactions, or series of similar transactions, to which
the Company was or is to be a party, in which the amount involved
exceeds $60,000, and in which any director or executive officer, or
any security holder who is known by the Company to own of record or
beneficially more than 5% of any class of the Company's common
stock, or any member of the immediate family of any of the
foregoing persons, has an interest. H.D. Williams has advanced
funds to pay for attorneys fees and accounting fees for the
preparation of the Form 10-SB and Form 10-KSB, and will continue to
advance such funds as needed for future reporting and compliance,
for which he will be reimbursed by the Company when, or if, funds
become available to the Company. In addition, the Company has
agreed to pay Williams Investment Co. a consulting fee of $25,000
for services rendered in connection with the Merger.
