SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11 or Section
240.14a-12
UNITED STATES MINING & EXPLORATION, INC.
(Name of Registrant as Specified in its Charter)
N/A
(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: N/A
2) Aggregate number of securities to which transaction applies:
N/A
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: N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: $0.
[ ] 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: $0.
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
<PAGE>
United States Mining & Exploration, Inc.
13212 N.E. 16th Street, #311
Bellevue, Washington 98005
(425) 643-0777
_________________________
PROXY STATEMENT
_______________
Regarding an Amendment to the Articles of Incorporation
Reflecting a Change of Name
_______________
Approximate date of Mailing of this Proxy Statement: December 23, 1997
<PAGE>
INTRODUCTION
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of United States Mining &
Exploration, Inc., a Utah corporation (the "Company"), to stockholders in
connection with resolutions providing for an amendment to the Articles of
Incorporation changing the name of the Company to "Global Digital Information,
Inc." to be voted upon at a special meeting of the stockholders of the Company
(the "Meeting"). The Meeting is to be held at 13212 N. E. 16th Street, #311,
Bellevue, Washington, 98005, on January 12, 1998, at 4:00 p.m., Pacific
Daylight Time. The accompanying Notice of Special Meeting of Stockholders,
this Proxy Statement and the enclosed proxy are first being mailed to
stockholders on or about December 23, 1997.
This amendment is the only matter to be presented to the stockholders.
Section 16-10a-1001 of the Utah Revised Business Corporation Act
provides that every amendment to the Articles of Incorporation of a
corporation shall first be adopted by the resolution of the Board of Directors
and then be subject to the approval of persons owning a majority of the
securities entitled to vote on any such amendment. See the caption "Amendment
to the Articles of Incorporation and Vote Required for Approval," herein.
The cost of preparing, printing and mailing each of these documents and
of the solicitation of proxies by the Company will be borne by the Company.
Solicitation will be made by mail. The Company will request brokers,
custodians, nominees and other like parties to forward copies of proxy
materials to beneficial owners of the Company's $0.001 par value common stock
(the "Common Stock") and will reimburse such parties for their reasonable and
customary charges or expenses in this regard.
Record Date and Outstanding Shares.
- ----------------------------------
The Board of Directors has fixed December 22, 1997, as the record date
for the determination of holders of Common Stock entitled to notice of and to
vote at the Meeting. At the close of business on that date there are or will
be 9,612,348 shares of Common Stock outstanding and entitled to vote. Holders
of Common Stock will be entitled to one vote per share in the approval of the
change of name.
PROXIES AND REVOCABILITY OF PROXIES
The enclosed proxy is being solicited by the Board of Directors for use
at the Meeting and any adjournments thereof and will not be voted at any other
meeting. All proxies that are properly executed, received by the Company
prior to or at the Meeting, and not properly revoked will be voted at the
Meeting or any adjournment thereof in accordance with the instructions given
therein.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by:
(i) filing with the President of the Company, at or before the taking of
the vote at the Meeting, a written notice of revocation bearing a later
date than the date of the proxy; (ii) duly executing a subsequent proxy
relating to the same shares and delivering it to the President of the
Company before the Meeting; or (iii) attending the Meeting and voting in
person (although attendance at the Meeting will not in and of itself
constitute a revocation of a proxy). Any written notice revoking a
proxy should be sent to United States Mining & Exploration, Inc., 13212
N.E. 16th Street, #311, Bellevue, Washington, 98005, Attention: Jeffrey
Beneson, President, or hand delivered to the President, at or before the
taking of the vote at the Meeting.
DISSENTERS' RIGHT OF APPRAISAL
The Utah Revised Business Corporation Act does not provide for
dissenter's rights of appraisal in connection with a change of name of a Utah
corporation. Accordingly, stockholders will not have appraisal rights with
respect to the proposal change of the Company's name.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person
has any substantial interest, direct or indirect, by security holdings or
otherwise, in the proposed amendment to change the name of the Company or in
any action covered by the related resolutions adopted by the Board of
Directors and executive officers, which is not shared by all other
stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
- -----------------
The securities that are entitled to vote at the Meeting consist of
9,612,348 shares of $0.001 par value common stock of the Company. Each share
of common stock is entitled to one vote. The number of outstanding shares of
common stock at the close of business on December 22, 1997, the record date
for determining stockholders entitled to notice or and to vote on the
amendment to the Company's Articles of Incorporation, are or will be
9,612,348, held by 211 stockholders.
Security Ownership of Principal Holders and Management.
- ------------------------------------------------------
To the knowledge of management and based upon a review of the stock
ledger maintained by its transfer agent and registrar, the following table
sets for the beneficial ownership of persons who own more than five percent of
the Company's common stock as of the date hereof, and the shareholdings of
management, to wit:
Amount and Nature Percent
of Beneficial of
Name Title Ownership Class
Jeffrey Beneson President and 675,000 7.0%
Director
Jose-Luis Riesco Director 350,000 3.6%
Morris Gorelick Director 285,000 3.0%
David D. Meunier Director 289,618 3.0%
Technologie Information Shareholder 1,000,000 10.4%
Systems, Ltd.
All directors and executive 1,599,618 16.6%
officers as a group (4)
Contractual Arrangements Regarding Changes in Control.
- -----------------------------------------------------
Pursuant to a Reorganization Agreement (the "Plan") dated
October 31, 1997, and deemed to have been closed as of November 11, 1997,
between the Registrant; Global Digital Information, Inc., a Washington
corporation ("GDI"), and certain stockholders (all but four of these
stockholders were "accredited investors" as that term is defined under
applicable securities laws, rules and regulations) and an option holder of GDI
(sometimes collectively called the "GDI Stockholders"), the GDI Stockholders
became the controlling stockholders of the Company in a transaction viewed
as a reverse acquisition, and the Company became a 96.3%-owned subsidiary
of GDI. The Plan was treated as a recapitalization of the Company for
accounting purposes.
Changes in Control Since the Beginning of the Last Fiscal Year.
- --------------------------------------------------------------
The Plan was adopted, ratified and approved by the Board of
Directors of the Company at a special meeting held on October 31, 1997, and
adjourned to November 3, 1997.
The former principal stockholders of the Company and their
percentage of ownership of the outstanding voting securities of the Company
prior to the completion of the Plan were: Sheryl Ross, former President and
Director, owned no shares of the Company; Wayne R. Bassham, former
Secretary/Treasurer and Director, owned 240 pre-split shares; Jenson Services,
Inc., a financial consultant and principal stockholder of the Company,
owned 249,188 pre-split shares or 50.7%; and Hubert and Sharon Lambert,
principal stockholders of the Company, owned 198,569 pre-split shares or
40.4%
The source of the consideration used by GDI and the GDI Stockholders
to acquire their respective interests in the Company was the exchange of
96.3% of the outstanding common stock (or an option to acquire common stock as
regards the option holder) of GDI pursuant to the Plan.
The basis of the "control" by the GDI Stockholders is stock
ownership.
AMENDMENT TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
The purpose of the amendment to change the name of the Company to
"Global Digital Information, Inc." This will give the Company a name that
reflects its present business operations as being conducted by the Company's
subsidiary, "GDI."
Section 16-10a-1003 of the Utah Revised Business Corporation Act
provides that every amendment to the Articles of Incorporation of a
corporation shall first be adopted by the resolution of the Board of Directors
and then be subject to the approval of persons owning a majority of the
securities entitled to vote on any such amendment.
Quorum and Voting.
- -----------------
In accordance with the Articles of Incorporation of the Company, the
presence in person or by proxy of at least one-third (1/3) of the
total number of outstanding shares of common stock entitled to vote at the
Meeting is required to constitute a quorum for the transaction of business at
the Meeting. Abstentions and broker non-votes will be considered represented
at the Meeting for the purpose of determining a quorum.
The shares represented by each proxy will be voted in accordance with
the instructions given therein. Where no instructions are indicated, the
proxy will be voted for the amendment to the Articles of Incorporation
reflecting a change of name and, at the discretion of the persons named in the
proxy, on any other business that may properly come before the Meeting.
Under applicable law and the Company's Bylaws, if a quorum is present at
the Meeting, the amendment to the Articles of Incorporation reflecting a
change of name will be approved if the shares voting in favor of the change of
name exceed the shares voting against. Each stockholder will be entitled to
one vote for each share of Common Stock held in the approval of this
amendment. Any other matter submitted to a vote of the stockholders at the
Meeting will be approved if a majority of votes cast at the Meeting in person
or by proxy vote in favor thereof.
OTHER MATTERS
The Board of Directors of the Company is not aware of any business other
than the aforementioned matter that will be presented for consideration at the
Meeting. If other matters properly come before the Meeting, it is the
intention of the persons named in the enclosed proxy to vote thereon in
accordance with their best judgment.
TRANSFER OF STOCK CERTIFICATES
Subject to adoption of the amendment, on or after January 12, 1998,
stockholders may forward their stock certificates to Interwest Transfer
Company, 1981 Murray-Holladay Road, Salt Lake City, Utah 84117, Telephone
(801) 272-9294, together with $15 for each stock certificate requested to be
issued or transferred for new stock certificates bearing the new name of the
Company and its new Cusip Number. If stock certificates are being transferred
into the same name, no signature is required; if being transferred to a new
name, the stock certificate submitted must be signed and the signature must be
guaranteed by a "Medallion Member" bank or broker dealer. A stock power
similarly signed and guaranteed will also be acceptable.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO EXECUTE AND RETURN THE
ENCLOSED PROXY IN THE REPLY ENVELOPE PROVIDED.
By Order of the Board of Directors,
December 23, 1997 Jeffrey Beneson
Bellevue, Washington President and Director
<PAGE>
PROXY
FOR A SPECIAL MEETING OF STOCKHOLDERS OF
UNITED STATES MINING & EXPLORATION, INC.
TO BE HELD JANUARY 12, 1998
By completing and returning this proxy to United States Mining &
Exploration (the "Company"), you will be designating Jeffrey Beneson, the
President of the Company, to vote all of your shares of the Company's common
stock as indicated below.
Please complete this proxy by clearly marking the appropriate column(s),
filling out the stockholder information and dating below, and returning it to
the Company in the enclosed self-addressed, envelope.
Matters of business are as follows:
PROPOSAL 1 - CHANGE OF NAME: Shall the name of the Company be changed
to "Global Digital Information, Inc."?
YES NO ABSTAIN
___ ____ ____
The undersigned hereby acknowledges receipt of the Company's Proxy
Statement dated December 22, 1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned with respect to the shares of
stock represented in this proxy. (Please sign exactly as your name appears on
your stock certificate(s)). Joint owners should both sign. If signing in a
representative capacity, give full titles and attach proof of authority unless
already on file with the Company.
Dated: ____________, 1997 _________________________________
Name of stockholder (Please print
legibly)
Number of shares: ____________ _________________________________
Signature
This proxy is being solicited by, and the above-referenced proposal is
being proposed by, the Board of Directors of the Company. The proposal to be
voted on is not related to or conditioned on the approval of any other matter.
You may revoke this proxy at any time prior to the vote thereon.
As of December 22, 1997, which is the record date for determining the
stockholders who are entitled to notice of and to vote at the Meeting, the
Board of Directors of the Company is not aware of any other matters to be
presented at the Meeting. If no direction is indicated on a proxy that is
executed and returned to the Company, it will be voted "FOR" the change of
name of the Company. Unless indicated below, by completing and returning this
proxy, the stockholder grants to Mr. Beneson the discretion to vote in
accordance with his best judgment on any other matters that may be presented
at the Meeting.
____ Withhold discretion to vote on any other matter presented at
the Meeting.
