SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check
the appropriate box:
[X] Preliminary Proxy Statement
[] Definitive Proxy Statement
[] Definitive Additional Materials
[] Soliciting Material Pursuant toss.240.14a-12
WALLSTREET RACING STABLES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11. 1)
Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[] Fee paid previously with preliminary materials.
[] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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WALLSTREET RACING STABLES, INC.
1001 Kings Ave., Suite 200
Jacksonville, Florida 32207
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 19, 2000
The annual meeting of shareholders of Wallstreet Racing Stables, Inc., a
Colorado corporation, will be held at our principal executive offices located at
1001 Kings Ave., Suite 200, Jacksonville, Florida 32207 on Thursday, October 19,
2000, at 10:00 a.m., eastern daylight time, for the following purposes:
1. To elect three members of the Board of Directors to serve until the
next annual meeting of shareholders and until their successors are elected;
2. To consider and vote upon Articles of Amendment to the Articles of
Incorporation to change our name to Pipeline Technologies, Inc., to
increase the authorized amount of our common stock to 40,000,000 shares,
and to delete Article IV, Section 4 of the Articles of Incorporation;
3. To ratify the appointment of Stark Tinter & Associates, LLC as our
independent accountants for the fiscal year ending June 30, 2001; and
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record on our books on the record date, at the close
of business on September 25, 2000 are entitled to notice of and to vote at the
annual meeting.
All shareholders are invited and urged to attend the meeting in person.
EVEN IF YOU EXPECT TO ATTEND THE MEETING, YOU ARE REQUESTED TO COMPLETE, SIGN,
DATE, AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED, PRE-ADDRESSED ENVELOPE.
If you attend the meeting, you can revoke your proxy and vote in person.
A proxy statement explaining the matters to be acted upon at the meeting
follows. Please read it carefully.
By Order of the Board of Directors,
--------------------------------
Date: October 2, 2000 Wendy S. King, Vice President
of Administration and Secretary
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PROXY STATEMENT
WALLSTREET RACING STABLES, INC.
Annual Meeting of Shareholders
October 19, 2000
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Wallstreet Racing Stables, Inc., a Colorado
corporation, for the annual meeting of shareholders to be held at our principal
executive offices located at 1001 Kings Ave., Suite 200, Jacksonville, Florida
32207 on Thursday, October 19, 2000, at 10:00 a.m., eastern daylight time, and
at any adjournments of the meeting. This proxy statement and the enclosed form
of proxy are being sent to shareholders on or about October 2, 2000.
If the enclosed proxy is properly executed and returned in time to be voted
at the meeting, the shares represented will be voted in accordance with the
instructions contained therein. Executed proxies that contain no instructions
will be voted for the election of all nominees named herein as directors, for
the adoption of the Articles of Amendment to the Articles of Incorporation to
change our name to Pipeline Technologies, Inc., to increase the number of
authorized shares of common stock to 40,000,000, and to delete Article IV,
Section 4 of the Articles of Incorporation and for the ratification of the
appointment of Stark Tinter & Associates, LLC as our independent auditors.
Shareholders who execute proxies for the annual meeting may revoke their
proxies at any time prior to the exercise of the proxies by delivering written
notice of revocation to us at our above address, or by delivering a duly
executed proxy bearing a later date, or by attending the meeting and voting in
person.
The cost of the meeting, including the cost of preparing and mailing this
proxy statement and proxy, will be borne by us. We will use the services of our
directors, officers, employees and contractors to solicit the proxies,
personally or by telephone, at no additional salary or compensation. We will
also request banks, brokers and others who hold common stock in nominee names,
to distribute proxy soliciting materials to beneficial owners and we will
reimburse such banks and brokers for reasonable out-of-pocket expenses which
they may incur in so doing.
Only holders of record of our common stock, par value $.001 per share, on
the record date, September 25, 2000, are entitled to receive notice and to vote
at the annual meeting. On the record date there were a total of 9,949,383 shares
of common stock outstanding. Each share is entitled to one vote.
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The holders of a majority of the outstanding shares will constitute a
quorum for the transaction of business at the annual meeting. Since our officers
and directors are holders of a majority of the outstanding shares, the officers
and directors have a sufficient number of votes to approve all of the proposals
in this proxy statement.
Brokers who hold common stock in street name and do not receive
instructions from their clients on how to vote on a particular proposal are
permitted to vote on routine proposals but not on nonroutine proposals. The
absence of votes on nonroutine proposals are "broker nonvotes." Abstentions and
broker nonvotes will be counted as present for purposes of establishing a
quorum, but will have no effect on the election of directors or any other matter
voted on at the meeting because they will not be counted as votes for or against
any matter.
Changes in Control
------------------
Effective June 21, 2000, WRS Merger Corp., our wholly owned subsidiary
merged with Pipeline Technologies, Inc., a privately held Florida corporation
("Pipeline;" the transaction pursuant to which WRS merged into Pipeline is
hereinafter referred to as the "Merger"). As consideration in connection with
the Merger, we issued 8,453,425 shares of our common stock, representing
approximately 89.5% of the then issued and outstanding shares of common stock,
the only class of voting securities outstanding. As a result of the Merger,
Pipeline was the surviving entity and became our wholly owned subsidiary and we
experienced a change in control.
At the closing of the Merger, the former shareholders of Pipeline assumed
control of the company. Timothy J. Murtaugh, president and chief executive
officer of Pipeline prior to the Merger, is now our President, Chief Executive
Officer and Director, and our largest shareholder. Mr. Murtaugh received
4,564,849 shares of our common stock in connection with the Merger. Robert L.
Maige, chief financial officer of Pipeline, is now our Treasurer, Chief
Financial Officer and Director, and received 2,282,425 shares of our common
stock in connection with the Merger. John D. McKey is an additional director and
beneficially owns 1,075,000 shares of common stock. All of the previous officers
and directors resigned effective upon closing.
The consideration we received in exchange for issuance of our common shares
was the common stock of Pipeline surrendered by the former Pipeline
shareholders, and indirectly, the assets of Pipeline. The former shareholders of
Pipeline surrendered all of their stock in Pipeline in exchange for our common
stock.
We know of no other arrangements, including the pledge of our common stock,
which may result in a change in control of our company.
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PROPOSAL NO. 1
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ELECTION OF DIRECTORS
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Directors and Executive Officers
--------------------------------
The Board of Directors currently consists of three members, each of whom is
nominated to serve until the next Annual Meeting of Shareholders and until his
successor is elected and qualified. All of our current directors have served on
the Board since the Merger on June 21, 2000 and are nominees for reelection at
the annual meeting. Of the three existing members of the Board, two are also
officers of our company.
The following table reflects our directors and executive officers as of the
date of this proxy statement.
Name Age Position
Timothy J. Murtaugh 56 President, Chief Executive Officer and Director
Robert L. Maige 43 Treasurer, Chief Financial Officer and Director
John D. McKey, Jr. 57 Director
Wendy S. King 37 Vice President of Administration and Secretary
Mr. Murtaugh, President and Chief Executive Officer and Mr. Maige,
Treasurer and Chief Financial Officer, serve pursuant to written employment
contracts. The agreement with Mr. Murtaugh was effective May 1, 2000, and the
agreement with Mr. Maige was effective July 1, 2000, each for a four year term.
Each agreement provides for base compensation with an annual increase to be
determined by the Board of Directors on January 1st of each year, an annual
bonuses equal to 5% of our net pretax income, stock options, participation in
employee benefit plans and reimbursement of expenses incurred on our behalf. Mr.
Murtaugh's initial base salary is $200,000 per annum, and Mr. Maige's base
salary is $175,000 per annum. The agreements also provide for $600 per month car
allowance, four weeks paid vacation, and a severance package, which under
certain conditions of termination, may entitle the employee to 26 week's base
salary and benefits.
The following represents a summary of the business history of each of the
current directors for the last five years:
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Timothy J. Murtaugh has been our President and Chief Executive Officer and
a Director since we acquired Pipeline Technologies, Inc. in June of this year.
He is also the president and chief executive officer of Pipeline Technologies, a
position he has occupied since its formation in December of 1999. From July,
1998 to September, 1999, he was the vice president, sales and marketing, of
Intetech, L.C., a privately held Florida corporation operating as a reseller of
long distance services with a primary emphasis toward the college student
housing market. From December, 1997 to July, 1998, he was a senior account
executive with ITC Deltacom, a publicly traded Alabama corporation engaged in
the sale of long distance services to large commercial accounts. From December,
1996 to December, 1997, Mr. Murtaugh was an account executive with Intermedia
Communications, a publicly traded Florida corporation, where he was responsible
for development of accounts within the State of Florida. He was also an account
manager with MCI WorldCom from 1996 to 1997, where he was responsible for
development of commercial accounts in North Florida. From 1984 to 1995, Mr.
Murtaugh was the manager of The Murtaugh Companies, a proprietorship engaged in
real estate development in Florida and Georgia.
Robert L. Maige has been our Treasurer and Chief Financial Officer since
June when we acquired Pipeline. He is also the vice president, secretary and
treasurer of Pipeline since its organization. From 1991 to the present, he has
also been the managing shareholder of Maige, Matthews and Company, a public
accounting firm providing tax and entrepreneurial services in North Florida.
Prior to that association, Mr. Maige worked with Ernest and Young as a senior
manager. Mr. Maige has a Masters of Arts and Accounting from the University of
Florida, a Bachelors of Science in Accounting from Auburn University and is
licensed as a Certified Public Accountant in the State of Florida.
John D. McKey, Jr. is of counsel at the law firm of McCarthy, Summers,
Bobko, Wood, Sawyer & Perry, P.A., located in Stuart, Florida and has occupied
that position since January, 2000. Prior to that, Mr. McKey was shareholder and
an attorney at that firm. He has been licensed as an attorney and engaged in
private practice in the State of Florida since 1968. He is a director of Lithium
Technology Corp., the securities of which are traded in the Nasdaq Small Cap
Market. Mr. McKey obtained a Bachelors of Business Administration from the
University of Georgia and a Juris Doctorate from the University of Florida.
Wendy S. King has been our Secretary and Vice President of Administration
since we acquired Pipeline and has worked in the telecommunications industry for
over 13 years. From July, 1998 to January, 2000, she was the director of
business administration of Intetech, L.C., where she focused on regulatory
management. From October, 1996 to July, 1998, she was a territory manager for
Intermedia Communications, where her responsibilities included the successful
retention and growth of high profile customer accounts. From 1989 to 1996, she
was an account relations manager with MCI WorldCom where she was responsible for
maintaining and enhancing customer relations.
No family relationship exists between any officers or directors.
If a quorum is present, directors are elected by a plurality of votes (i.e.
the three candidates receiving the highest number of votes will be elected to
the Board of Directors). The Board of Directors unanimously recommends a vote
for the nominees listed above.
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Board of Directors' Meeting and Committees
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During the transition period ended June 30, 2000, our Board of Directors
held no meetings, but took action two times by unanimous written consent. The
Board of Directors is not presently comprised of any committees. Rather, the
entire Board considers all matters presented for consideration. However, the
Board may appoint an audit, compensation or such other committees as it deems
appropriate in the future.
[Intentionally left blank]
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Management Remuneration
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The following table sets forth the compensation paid, or to be paid,
for services rendered during the year ended December 31, 1999 and the transition
period ended June 30, 2000, to (a) the Chief Executive Officer, and (b) each of
the four most highly compensated executive officers who served as executive
officers at the end of the last fiscal year and whose total annual salary and
bonus exceeded or may exceed $100,000 (the "Named Executive Officers").
Summary Compensation
Long-term Compensation -
Name Salary Securities Underlying Options
Timothy J. Murtaugh, President
and Chief Executive Officer
Year ended December 31,1999 -0- -0-
Six months ended June 30, 2000 -0- -0-
Raymond E. McElhaney, President
and Chief Executive Officer (1)
Year ended December 31, 1999 -0- -0-
Six months ended June 30, 2000 -0- -0-
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(1) Mr. McElhaney served as the president and chief executive officer
until our merger with Pipeline Technologies, Inc .on June 21, 2000.
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Stock Option Plan
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We have adopted a Non-Qualified Stock Option and Stock Grant Plan ("Plan")
for the benefit of key personnel and others providing significant services to
the Company. An aggregate of 1,000,000 shares of common stock have been reserved
for issuance under the Plan. As of this date, options to acquire 115,000 shares
of our common stock have been granted pursuant to the Plan, 75,000 of which
remain oustanding.
The Plan is administered by the Board of Directors, who select optionees
and recipients of any stock grants, the number of shares and the terms and
condition of any options or grants to key persons defined in the Plan. In
determining the value of services rendered, the Board considers, among other
things, such person's employment position in relationship with our company, his
duties and responsibilities, ability, productivity, length of service or
association, morale, interest in our company, recommendation by supervisors and
the value of comparable services rendered by others in the community who are
similarly situated. All options granted pursuant to the Plan shall be
exercisable at a price not less than the fair market value of the common stock
on the date of grant. Unless otherwise specified, the options expire ten years
from the date of grant.
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Compensation of Directors
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None of our directors receive additional compensation for their services as
directors except as follows. Directors who are not also employees of our company
are granted options to purchase our common stock at the rate of 25,000 options
each year. These options are exercisable at the market price at the date of
grant and for a period of five years thereafter. Directors are also reimbursed
for reasonable and necessary expenses incurred in connection with attendance at
meetings which they attend.
Security Ownership of Certain Beneficial Owners and Management
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As of September 1, 2000, there were a total of 9,949,383 shares of common
stock, the only class of voting securities currently outstanding, and each share
is entitled to one vote. The number of shares outstanding excludes up to 75,000
shares issuable upon exercise of outstanding common stock purchase warrants and
up to 960,000 shares of common stock underlying our stock option plan, 75,000 of
which are currently outstanding.
The following table sets forth the beneficial ownership of our equity
securities by (i) each Named Executive Officer and each director; (ii) each
person who owns beneficially more than 5% of our outstanding common stock; and
(iii) all directors and executive officers as a group.
The shareholders listed below have sole voting and investment power. All
ownership of securities is direct ownership unless otherwise indicated. Unless
otherwise stated, the current address for each beneficial owner is that of the
Company, 1001 Kings Avenue, Suite 200, Jacksonville, Florida 32207.
Shares Beneficially
Owned
Name and address of ---------------------------
Beneficial Owner Number Percentage
------------------- ----------- -----------
Executive Officers and Directors
Timothy J. Murtaugh(1) 3,933,652 39.54%
Robert L. Maige, Jr.(2) 1,984,773 19.95%
John D. McKey, Jr. (3) 1,075,000 10.64%
All Directors and Executive
Officers as a Group (four individuals)(1),(2),(3) 6,993,425 69.25%
Five Percent Shareholders
LM Investment Group, Inc. 1,825,000 18.34%
523 NE 47th Street
Boca Raton, FL 33431
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(1) Excludes 35,000 shares owned by a trust for the benefit of Mr.
Murtaugh's grandchildren. Mr. Murtaugh disclaims beneficial ownership
of those shares.
(2) Includes 250,000 shares owned by Mr. McKey's wife, of which he
disclaims beneficial ownership, and 75,000 shares underlying a warrant
exercisable at $2.00 per share until June 21, 2002. Also includes
75,000 shares underlying options owned by Mr. McKey, which options
vest in three annual installments of 25,000 each beginning June 30,
2001 and continuing each year thereafter so long as Mr. McKey
continues to serve on the Board of Directors. These options are
exercisable at a price of $4.00 per share for a period of three years
from the date of vesting.
(3) Includes 275,000 shares owned by a trust for the benefit of Mr.
Maige's daughter, of which Mr. Maige disclaims beneficial ownership.
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Certain Relationships and Related Transactions
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(A) Acquisition of Pipeline Technologies. In connection with the
acquisition of Pipeline, we issued an aggregate of 8,453,425 shares of our
common stock to the former shareholders of that entity in exchange for all of
the outstanding stock of Pipeline. The shareholders of Pipeline at that time
were Timothy Murtaugh, Robert Maige and LM Investments Group, Inc., the owner of
more than five percent of our common stock. As a result of that transaction, Mr.
Murtaugh received 4,564,849 shares of our common stock, Mr. Maige received
2,282,425 shares and LM received 1,606,151 shares. The amount of shares which we
issued to the former Pipeline shareholders was determined by negotiations
between our officers and those of Pipeline, and took into consideration such
factors as the trading price of our common stock at the time, the proposed
business and operations of Pipeline, the industry within which Pipeline
operated, the combined assets and liabilities of the entities and the estimated
revenue for Pipeline. We did not assign any relative weight to any of these
factors but considered all of them material in our estimation of the
consideration issued in connection with the merger.
(B) Other. We sublease a portion of our executive and administrative
offices to a company affiliated with one of our executive officers and
directors. Maige, Matthews and Company is an accounting firm in which Mr. Maige
is an officer, director and shareholder. During the six months ended June 30,
2000, we collected or accrued $4,260 pursuant to this arrangement.
On May 3, 2000, Candace McKey, wife of John D. McKey, Jr., loaned our
company $125,000 pursuant to a convertible promissory note. Mrs. McKey elected
to convert the entire balance plus interest in the amount of $1,479.45 into
250,000 shares of common stock on June 8, 2000.
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On June 21, 2000, Mr. McKey loaned our company $150,000 pursuant to a
convertible promissory note. The note is due in full on June 21, 2001, has an
interest rate of 12% per annum and quarterly payments of interests only. In
addition to principal and interest, Mr. McKey received a common stock purchase
warrant to acquire up to 75,000 shares of our common stock at the exercise price
of $2.00 per share, effective June 21, 2000 with an exercise period of three
years thereafter.
In connection with certain financing which we have recently conducted, with
have entered into a financial advisory agreement with LM Investment Group, Inc.
Pursuant to that agreement, we have agreed to compensate LM for assistance in
obtaining financing with a combination of cash and securities for services
rendered on our behalf. Compensation includes an initial payment of $10,000,
which we have paid, an amount equal to 10% of the gross amount of any financing
which we receive through the efforts of LM, up to 3% of the amount of those
gross proceeds for expenses incurred by LM on our behalf on an accountable basis
and warrants to purchase our common stock in an amount equal to 15% of the
number of our shares sold through its efforts. We have also agreed to retain LM
as a financial advisor for a period of one year for an additional cash payment
of $5,000 per month. The warrants are exercisable at a price of $2.00 per share
and for a period of seven years from the date of issuance. Through the date of
this prospectus, we have paid or accrued $25,000 to LM pursuant to this
arrangement.
At various times, Mr. Maige lends money to us to meet short-term working
capital needs. These advances bear interest at the rate of 0% per annum and are
due and payable on demand. At June 30, 2000, the balance outstanding to him was
$13,327, including accrued interest.
Until our merger with Pipeline, we shared office facilities with MCM
Capital Management, Inc., a company affiliated with Messrs. Raymond E. McElhaney
and Bill M. Conrad, former officers, directors and principal shareholders of our
company. Pursuant to an oral agreement effective September 1, 1995, we were
provided with office space, conference facilities and other support for a
monthly payment of $500. During the two years ended June 30, 2000, we paid or
accrued $32,711 pursuant to this arrangement.
Former officers or directors have advanced funds to finance acquisition of
assets and for operating expenses. Messrs. McElhaney, Conrad and Clifford
Thygesen, another former director of our company, loaned in the aggregate
$46,232.75 to the company from September, 1997 to June, 1998, bearing interest
at 9%. Of that amount, Mr. McElhaney advanced $32, 132.75, Mr. Conrad $9,100 and
Mr. Thygesen $5,000. Most of that debt was converted to common stock in June,
1998. We issued a total of 29,100 shares of common stock valued at $1.00 per
share, 9,100 shares of common stock to Mr. Conrad, 15,000 shares of common stock
to Mr. McElhaney and 5,000 shares of common stock to Mr. Thygesen.
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A family limited partnership, of which Mr. Ronald R. McGinnis is the
general partner, purchased 25,000 shares of common stock in the June, 1998
public offering of our stock, at a price of $1.00 per share. Mr. McGinnis was an
officer and director of our company at that time. The shares were purchased on
the same terms and conditions as other third-party investors.
Finally, Messrs. Conrad and McElhaney each obtained 20,000 shares of common
stock as compensation for services rendered through June 30, 1998. The stock was
valued at $1.00 per share and the accrued compensation due to each Messrs.
Conrad and McElhaney was valued at $20,000 each.
All these transactions were approved by a majority of the disinterested
directors at that time. The Board of Directors was of the opinion that each of
these transactions were no less favorable than could be obtained from an
unaffiliated third party.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
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None of our directors, officers or beneficial owners of more than ten
percent of any class of equity securities registered pursuant to Section 12 have
failed to file on a timely basis, Forms 3, 4 or 5 as required by Section 16(a)
during the most recent fiscal year.
PROPOSAL NO. 2
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ADOPTION OF ARTICLES OF AMENDMENT
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TO THE ARTICLES OF INCORPORATION
---------------------------------
The Board of Directors has adopted, subject to approval of the
shareholders, an amendment to the Articles of Incorporation to change our name
to Pipeline Technologies, Inc., to increase the authorized amount of our common
stock, and to delete Section 4 of Article IV of our Articles of Incorporation.
This would be accomplished by adopting the Articles of Amendment to the Articles
of Incorporation attached as Exhibit "A" to this proxy statement. Upon approval
by the shareholders at the annual meeting, the Articles of Amendment to the
Articles of Incorporation will be filed with the Secretary of State of Colorado
following the meeting.
We believe changing our name is prudent in connection with the Merger, as
Pipeline Technologies, Inc. became our wholly owned subsidiary, and the business
operations of Pipeline Technologies, Inc. has become our principal business
operations. We are no longer conducting our prior business with thoroughbred
race horses, which was closely associated with our name Wallstreet Racing
Stables, Inc. To avoid any confusion with the public generally, and to give us a
closer identity with the communications business of our subsidiary, we believe
it is in our best interest to change our name to Pipeline Technologies, Inc. by
amending our Articles of Incorporation.
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The Board of Directors has further determined that it is in our best
interest to amend our Articles of Incorporation to increase the number of
authorized shares of our common stock from 15,000,000 to 40,000,000 shares. As
of this date, almost 10,000,000 of our authorized common stock is issued and
outstanding, leaving approximately 5,000,000 shares that may be issued in the
future. The amendment to the Articles of Incorporation to increase the number of
authorized shares will allow us to fulfill present commitments to issue or
reserve common stock and will allow us flexibility to enter into future
financing opportunities.
Our present commitment to issue additional common stock is through
outstanding warrants and options and a preliminary financing arrangement with
Alpha Ventures Capital, Inc. We have conditionally agreed to issue and sell,
from time to time, up to $10 million of common stock to Alpha at prices relating
to the market price of our common stock. This agreement will allow us to obtain
additional financing which we require to finance our continued business
operations, and we have therefore tentatively reserved a total of 3,000,000
shares of common stock for issuance under this agreement. In connection with the
financing arrangement, we may also be obligated to issue warrants to purchase
1,650,000 shares of common stock, and have already issued additional warrants
and options to purchase up to a maximum of 150,000 shares of common stock. These
agreements and obligations may require us to issue up to 4,800,000 additional
shares of common stock, extinguishing the number of shares currently available.
We therefore believe it is prudent to increase our authorized capital.
In addition to satisfying our above current commitment, we may be required
to raise additional capital to further finance our operations, if and when a
feasible business opportunity is presented. Therefore, an additional purpose of
the proposed amendment includes providing us with greater flexibility for
entering into any such opportunity to raise additional working capital. This
additional working capital may be needed for possible mergers with other
companies and/or the acquisition of additional assets in the future. Currently,
we are restricted in our financing options due to the lack of authorized but
unissued shares of common stock provided for in the Articles of Incorporation.
The shareholders will have no appraisal rights or dissenting shareholders'
rights under Colorado law with respect to the Amendment or any equity financing
that we may undertake after its adoption. In addition, shareholders do not have
any preemptive rights to participate in any future issuance of common stock, and
therefore will suffer dilution of ownership upon such issuance. The issuance of
additional shares could also have the effect of diluting the earnings per share
and book value of existing shares.
The Board of Directors has further decided to delete certain provisions of
our Articles of Incorporation that apply solely to our former business in
thoroughbred race horsing. Section 4 of Article IV in our Articles of
Incorporation, entitled "Repurchase of Stock", provides for repurchase of our
common stock upon events that may occur only in the thoroughbred race horsing
business. Therefore, as we are no longer engaged in that business, this section
has no effect and we believe should be deleted from our Articles of
Incorporation.
The affirmative vote of a majority of the votes represented in person or by
proxy at the annual meeting is required for the adoption of the proposed
Articles of Amendment to the Articles of Incorporation. The Board of Directors
recommends a vote for the proposed Articles of Amendment to the Articles of
Incorporation, and proxies solicited by the Board of Directors will be so voted
absent instructions to the contrary.
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PROPOSAL NO. 3
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APPOINTMENT OF INDEPENDENT AUDITORS
-----------------------------------
The Board of Directors has appointed Stark Tinter & Associates, LLC to
audit our financial statements for the current fiscal year, and solicits the
ratification of this appointment by the shareholders. Neither such firm, any of
its members nor any of their associates, has or has had during the past four
years, any financial interest in our business or affairs, direct or indirect, or
any relationship with us other than in connection with their duties as auditors
and accountants.
On July 24, 2000, the Board of Directors approved the engagement of Stark
Tinter & Associates LLC as our principal accountant and independent auditors for
the year ending June 30, 2000, and simultaneously accepted the resignation of
Kish Leake & Associates, P.C. as our principal accountant and auditors. Kish
Leak & Associates, P.C. stated as its reason for its resignation that it would
no longer engage in providing audit services to public companies.
The reports of Kish Leake & Associates, P.C. for the past two fiscal years
did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company's two most recent fiscal years and the interim period
since that date, there were no disagreements with Kish Leake & Associates, P.C.
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope and procedure which, if not resolved to the
satisfaction of Kish Leake & Associates, P.C., would have caused Kish Leake &
Associates, P.C. to make reference to the matter in their report. Further, there
were no reportable events as that term is described in Item 304(a)(1)(iv)(B) of
Regulation S-B.
The affirmative vote of a majority of the votes represented in person or by
proxy at the annual meeting is required for the adoption of the proposed
appointment of the independent auditors. The Board of Directors recommends a
vote for the proposed appointment of independent auditors, and proxies solicited
by the Board of Directors will be so voted in the absence of instructions to the
contrary.
13
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<PAGE>
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
Shareholders who wish to submit a proposal for action at the 2001 Annual
Meeting of Shareholders must do so in accordance with the regulations of the
Securities and Exchange Commission. In order to be eligible to submit a
proposal, a shareholder must own and have owned, for one year prior to the date
of the annual meeting, at least 1% or $1,000 in market value of securities
entitled to be voted on the proposal, and must continue to hold such securities
through the date of the meeting. For proposals to be considered for inclusion in
the Proxy Statement for the 2001 annual meeting, they must be received by us no
later than June 20, 2001. It is anticipated that the next annual meeting will be
held on or about October 20, 2001. Such proposals should be directed to
Wallstreet Racing Stables, Inc. aka Pipeline Technologies, Inc., 1001 Kings
Ave., Suite 200, Jacksonville, Florida 32207, Attention: Wendy S. King,
Secretary.
OTHER BUSINESS
At the date of the mailing of this proxy statement, we are not aware of any
business to be presented at the annual meeting other than the proposals
discussed above. If other proposals are properly brought before the meeting, any
proxies returned to us will be voted as the proxy holders see fit.
ANNUAL REPORT TO SHAREHOLDERS
Our Annual Report on Form 10-KSB for the transition period ended June 30,
2000 is included with this proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS:
Date: October 2, 2000 Wendy S. King, Vice President
of Administration and Secretary
14
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<PAGE>
EXHIBIT "A"
ARTICLES OF AMENDMENT TO THE
----------------------------
ARTICLES OF INCORPORATION OF
----------------------------
WALLSTREET RACING STABLES, INC.
----------------------------------
WALLSTREET RACING STABLES, INC., a Colorado corporation, having its
principal office at 1001 Kings Ave., Suite 200, Jacksonville, Florida 32207
(hereinafter referred to as the "Corporation") hereby certifies to the Secretary
of State of Colorado that:
FIRST: The Corporation desires to amend its Articles of Incorporation in
accordance with Section 7-110-106 of the Colorado Business Corporation Act, as
currently in effect as hereinafter provided.
SECOND: The provisions set forth in these Articles of Amendment to the
Articles of Incorporation amend and supersede the original provisions of the
Articles of Incorporation.
THIRD: The Articles of Incorporation of the Corporation are hereby amended
by striking in their entirety Article I and Article IV, Section 1., inclusive,
and by substituting in lieu thereof the following:
"ARTICLE I. Name.
-----
The name of the Corporation is PIPELINE TECHNOLOGIES, INC."
"ARTICLE IV. Capital Structure.
-----------------
Section 1. Authorized Capital. The total number of shares of all
classes which the Corporation shall have authority to issue is
45,000,000, of which 5,000,000 shall be Preferred Shares, par
value $.01 per share, and 40,000,000 shall be Common Shares, par
value $.001 per share, and the designation, preferences,
limitations and relative rights of the shares of each class are
as follows:"
FOURTH: The Articles of Incorporation of the Corporation are hereby amended
by striking and deleting in its entirety Article IV, Section 4, entitled
"Repurchase of Stock".
FIFTH: The amendment was recommended to the stockholders by written
informal action, unanimously taken by the Board of Directors of the Corporation,
pursuant to and in accordance Section 7-108-202 and Section 7-110-103 of the
Colorado Business Corporation Act on the 15th day of September 2000.
SIXTH: The amendment was adopted by formal action taken by the shareholders
of the Corporation at the annual shareholders' meeting on October 19, 2000,
pursuant to and in accordance with Section 7-107-101 of the Colorado Business
Corporation Act, and the number of votes cast approving the amendment was
sufficient for approval under the provisions of Section 7-110-103 of the
Colorado Business Corporation Act.
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<PAGE>
IN WITNESS WHEREOF, the undersigned, the President, has executed these
Articles of Amendment to the Articles of Incorporation effective this 19th day
of October, 2000, and acknowledges that these Articles are the act and deed of
Wallstreet Racing Stables, Inc., that the matters and facts set forth herein
with respect to authorization and approval are true in all material respects.
------------------------------
Timothy J. Murtaugh, President
Attest:
-----------------------------
Wendy S. King, Secretary
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<PAGE>
PROXY PROXY
WALLSTREET RACING STABLES, INC.
Annual Meeting of Shareholders
October 19, 2000
This Proxy is solicited on behalf of the Board of Directors of the Company.
The undersigned hereby appoint Timothy J. Murtaugh, Wendy S. King, or
either of them, as Proxies and authorizes them to represent and vote, as
designed below, all Common Shares of Wallstreet Racing Stables, Inc. which the
undersigned is entitled to vote at the Annual Meeting of Shareholders and at any
adjournments thereof, with respect to the matters set forth below and described
in the Proxy Statement dated October 2, 2000. If no indication is made, this
Proxy will be voted in favor of the proposal.
Proposal No. 1:
Election of Director nominees: Timothy J. Murtaugh, Robert L. Maige, Jr.
and John D. McKey, Jr.
FOR all nominees ___ WITHOLD authority to ___ FOR all nominees, except___
vote for nominees vote withheld for those
nominees named below:
___________________________
Nominee Exceptions
Proposal No. 2:
To approve and adopt the Articles of Amendment to the Articles of
Incorporation to change the name of the Company to PIPILINE TECHNOLOGIES.
INC., to increase the number of authorized common shares to 40,000,000, and
to delete Article IV, Section 4 of the Articles of Incorporation.
____ FOR _____ AGAINST _____ ABSTAIN
Proposal No. 3:
Ratification of the appointment of Stark Tinter & Associates, LLC as
independent accountants of Wallstreet Racing Stables, Inc. for the year
ending June 30, 2001.
____ FOR _____ AGAINST _____ ABSTAIN
In their discretion, the proxies are authorized to vote on such other
business as may properly come before the Annual Meeting or any adjournments or
postponements thereof.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no indication is made, this Proxy will
be voted FOR all Proposals.
Date: October___, 2000
------------------------------------- ----------------------------------------
Print Name Signature
------------------------------------- ----------------------------------------
Social Security Number Signature if held jointly
--------------------------------------------------------------------------------
Address
Please sign exactly as your name appears on the Company's stock registry,
and print your name, social security number and address where indicated. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a Corporation, please sign in full corporate name by President or other
authorized person, and include FEIN.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
USING THE ENCLOSED POSTAGE PRE-PAID ENVELOPE.
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