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 under Rule 14a-12
MASTERPIECE TECHNOLOGY GROUP, INC.
Name of the Registrant as Specified In Its Charter
(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-6a(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
Common Stock
2. Aggregate number of securities to which transaction applies:
Common Stock: 11,862,042
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): Not applicable.
4. Proposed maximum aggregate value of transaction: Not applicable
5. Total fee paid: Not applicable
[] 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: Not applicable
2. Form, Schedule or Registration Statement No. Not applicable
3. Filing Party: Not applicable
4. Date Filed: Not applicable
PROXY STATEMENT
SOLICITATION OF PROXIES
This proxy statement (the "Proxy Statement") is furnished in connection
with the solicitation of proxies by the Board of Directors of Masterpiece
Technology Group, Inc. (the "Company") for use at the Company's annual meeting
of Shareholders, to be held at 9:30 a.m., September 20, 2000, at 455 Wards
Corner Road, Loveland, OH 45140, and at any adjournment thereof (the "Meeting").
Shares of capital stock of the Company entitled to vote at the Meeting which are
represented by properly executed and dated proxies returned prior to the Meeting
will be voted at the meeting in accordance with the specifications thereon. If
the proxy is signed without specifying choices, the proxy will be voted FOR the
proposals contained herein. The proxy also confers discretionary authority on
the persons designated therein to vote on other business, not currently
contemplated, which may come before the Meeting. Any shareholder giving a
proxy has the right to revoke it by giving written notice to the Secretary of
the Company or by duly executing and delivering a proxy bearing a later date or
by attending the Meeting and giving oral notice to the Secretary at any time
prior to the voting.
A complete list of the shareholders entitled to vote at the Meeting,
arranged in alphabetical order, and showing the address of each shareholder and
the number of shares registered in the name of each shareholder, will be kept
open at the offices of the Company, 455 Wards Corner Road, Loveland, OH 45140,
for examination by any shareholder during business hours for a period of ten
(10) days immediately prior to the Meeting.
The cost of the solicitation of proxies for the Meeting will be paid by the
Company. In addition to the solicitation of proxies by use of the mails,
directors, officers, and employees of the Company may solicit proxies
personally. The Company will request banks, brokerage houses and other
custodians, nominees or fiduciaries holding stock in their names for others to
send proxy materials to, and to obtain proxies from, their principals. The cost
of preparing, printing, assembling, and mailing the Notice of Annual Meeting,
this Proxy statement, the form of proxy enclosed herewith, and any additional
material, the cost of forwarding solicitation material to the beneficial owners
of stock, and other costs of solicitation are to be borne by the Company.
This Proxy Statement and accompanying form of proxy were first sent to
shareholders on or about August 22, 2000.
VOTING
The securities of the Company entitled to vote at the meeting consist, as
of August 1, 2000, the record date fixed by the Board of Directors (the "Record
Date"), of 11,862,042 shares of Common Stock (the "Common Stock"). Each share
of Common Stock is entitled to one vote on all matters presented to the
shareholders. The Company has no other outstanding voting securities. Only
shareholders of record on the books of the Company at the close of business on
the Record Date will be entitled to vote at the Meeting.
BENEFICIAL AND RECORD OWNERSHIP OF SECURITIES
The following table sets forth certain information as of August 1, 2000,
with respect to the beneficial ownership of the Company's Common Stock (a) by
each person who is known to the Company to own beneficially or of record more
than 5% of the outstanding shares of Common Stock, (b) each director and nominee
for election as a director of the Company, and (c) all officers and directors of
the Company as a group.
Title of Name and Address of Amount and Nature of Percent of Class
Class Beneficial Owner Beneficial Ownership
Common Newell Crane 1,822,500 Issued Shares 15%
Common Margaret Crane 1,450,000 Issued Shares 12%
Common Clarissa Wiswell Trust 1,049,454 Issued Shares 9%
Common Ruth Breslow Trust 1,140,000 Issued Shares 10%
Common Richard Gressett 667,385 Issued Shares 65%
Common Jeffrey Beneson 225,001 Issued Shares Less than 2%
Common All Officers and Directors 3,497,501 Issued Shares 29%
ELECTION OF DIRECTORS
The Company's Bylaws state that the Board of Directors shall consist of not
less than three nor more than nine members. Since the last annual meeting of
the shareholders, William Coyne, M.D. resigned from the Board of Directors. On
an interim basis, the remaining Board of Directors elected, Jeffrey Beneson to
fill the vacancy. Newell Crane the current President , CEO, and Chairman is
also nominated. Margaret Crane has agreed to continue as a director, if elected.
The shareholders are asked to elect these Directors to serve until the next
annual meeting of shareholders.
A vote FOR is a vote in favor of electing the nominated Directors until the
next annual meeting.
Newell D. Crane, B.S., M.B.A., Ph.D.
Chief Executive Officer
Mr. Crane brings 29 years of experience in the medical field ranging from
pharmaceuticals to clinical software. In 1969, Mr. Crane began his career with
Searle Pharmaceuticals as a medical sales representative in Beverly Hills,
California. Over the next 16 years with Searle, Mr. Crane held positions in
hospital sales, medical training, drug utilization and analysis, and field sales
management responsible for the mid-west. While still with Searle
Pharmaceuticals and as part of a drug research project, Mr. Crane joined the
Pharmacy Department at the University of Cincinnati as assistant professor of
Pharmacy with responsibility for research grants and graduate studies at the
Masters and Doctorate level for Business & Pharmacy. In 1984, Mr. Crane
founded Del Crane Medical Corporation, a company that provides billing services
and medical supplies to patients in nursing homes. Del Crane has provided
product, billing services and clinical software to over 1,000 nursing homes in
the US. In 1994, Mr. Crane founded Masterpiece Medical to provide clinical
software to the physician marketplace. In 1997 Masterpiece Medical acquired
control of Del Crane Medical and the companies now operate as one, with Mr.
Crane serving as President & CEO.
Jeffrey H. Beneson
Vice President Investor Relations, Masterpiece Technology Group
Founder of Global Digital Information, Inc., has served as COB, CEO, President
and a Director since inception. Mr. Beneson has an extensive background in
business development and merchant banking, serving as a Manager for Emmett
Larkin Co., (NASD member firm) of San Francisco. Formerly Mr. Beneson worked in
top management with various national advertising and manufacturing concerns
including Careff Paint & Chemical and Stewart Oxygen Service. Mr. Beneson
attended San Fernando Valley College majoring in Marketing.
Margaret Crane, B.S., M.B.A.
Vice President, Masterpiece Technology Group
Mrs. Crane serves as the officer in charge of corporate, shareholder, legal and
SEC matters in additional to daily operational functions. With a medical and
business education and background, she researches market trends and developments
that may influence the direction of the company. Having exhaustively researched
medico-legal cases to determine the importance of clinical documentation, Mrs.
Crane designed Masterpiece to conform to practice guidelines and specific
medico-legal and clinical compliance issues most frequently addressed by medical
practices.
OTHER BUSINESS
At the date of this Proxy Statement, the Company knows of no other matters to
be brought before the Meeting. If other matters should properly come before the
Meeting, discretionary authority with respect to such other matters is granted
by the execution of the enclosed proxy.
Dissenters' right of appraisal.
The Utah Revised Business Corporation Act does not provide for dissenter's
rights of appraisal in connection with the election of the Board of Directors.
Accordingly, stockholders will not have appraisal rights with respect to the
proposal election of the Company's Board of Directors.
Executive Compensation
Other than information provided in the Company's 2000 Financial
Statements incorporated herein, executive officers and directors have received
no other compensation.
Independent Public Accountants.
The Company's principal accountant is VonLehman & Company, Inc. The Company's
principal accountant is not expected to be at the Company's annual meeting.
The Company retained the services of the accounting firm of Von Lehman on May 8,
2000. The information pertaining to this action And required by this item is
available in the Company's 8-K report, Filed May 15, 2000, and amendments
thereto.
Voting Procedures.
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 election of the Board of Directors as presented in the Proxy
Statement, 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 election of the new Board of Directors 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.
ADDITIONAL INFORMATION
Upon written request by any person from whom the Company solicits a proxy by
this Proxy Statement, the Company will furnish such person without charge with a
copy of the Company's Annual Report on Form 10-K to the Securities and Exchange
Commission for the year ended March 31, 2000. Any such request should be made
to the Corporate Secretary at the address set forth above.
REQUEST TO VOTE, SIGN AND RETURN PROXIES
Please vote, date and sign the enclosed Proxy and return it at your earliest
convenience. Any change of your proxy once you have signed it and sent it in
will require a ten (10) day change of notice to the Company.
DATED: August 22, 2000. By the Order of the Board of Directors
_________________________________
Newell Crane, PhD
President and CEO
