SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
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:
|X| Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
CENTRAL OIL CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Persons(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of Securities to which transaction applies:
(2) Aggregate number of Securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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CENTRAL OIL CORPORATION
152 WEST 57TH STREET, 40TH FLOOR
NEW YORK, NEW YORK 10019
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 22, 1999
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To the Shareholders of Central Oil Corporation:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Special Meeting") of Central Oil Corporation, a Colorado corporation (the
"Company"), will be held on Friday, October 22, 1999, at 10:00 a.m., at the
Company's principal executive offices located at 152 West 57th Street, 40th
Floor, New York, New York 10019, telephone number (212) 765-2915, to consider
and vote upon a proposal to approve an amendment to the Company's Articles of
Incorporation to change the Company's name to "NetGain Development Inc."
The Board of Directors has fixed the close of business on September 3,
1999 as the record date for the determination of shareholders entitled to notice
of, and to vote at, the Special Meeting. A form of proxy is enclosed.
BY ORDER OF THE BOARD OF DIRECTORS
Andreas Typaldos, Chairman of the Board and
Chief Executive Officer
New York, New York
September 20, 1999
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER
OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE SPECIAL MEETING, PLEASE SIGN AND
DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH DOES NOT
REQUIRE POSTAGE IF MAILED IN THE UNITED STATES.
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CENTRAL OIL CORPORATION
152 WEST 57TH STREET, 40TH FLOOR
NEW YORK, NEW YORK 10019
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PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 22, 1999
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The enclosed proxy is solicited by the Board of Directors of Central
Oil Corporation, a Colorado corporation (the "Company"), for use at a Special
Meeting of Shareholders to be held on Friday, October 22, 1999, beginning at
10:00 a.m., at the Company's principal executive offices located at 152 West
57th Street, 40th Floor, New York, New York 10019, telephone number (212)
765-2915, and at any adjournments or postponements thereof (the "Special
Meeting").
The approximate date on which this Proxy Statement and the enclosed
proxy are being mailed to shareholders is September 20, 1999. The form of proxy
provides a space for you to withhold your vote for any proposal. You are urged
to indicate your vote on each matter in the space provided. Proxies will be
voted as marked. If no space is marked, proxies will be voted by the persons
therein named at the meeting in favor of the proposal to approve the amendment
to the Company's Articles of Incorporation to change the Company's name to
"NetGain Development Inc." No other business may properly come before the
Special Meeting. Whether or not you plan to attend the meeting, please fill in,
sign and return your proxy card in the enclosed envelope, which requires no
postage if mailed in the United States.
The cost of the proxy solicitation will be borne by the Company. In
addition to solicitation by mail, directors, officers and employees of the
Company may solicit proxies personally and by telephone, all without extra
compensation.
At the close of business on September 3, 1999 (the "Record Date"), the
Company had approximately outstanding 12,071,000 shares of common stock, $.0001
par value per share (the "Common Stock"), and 3,974 shares of preferred stock.
Each share of Common Stock entitles the holder thereof to one vote on each
matter submitted to a vote of shareholders. Only record holders of Common Stock
on the Record Date are entitled to notice of, and to vote at, the Special
Meeting. The attendance, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the Special Meeting
is necessary to constitute a quorum. If less than a majority of the outstanding
shares of Common Stock entitled to vote are represented at the Special Meeting,
a majority of the shares of Common Stock so represented may adjourn the Special
Meeting to another date, time or place, and notice need not be given of the new
date, time or place if the new date, time or place is announced at the Special
Meeting before any adjournment is taken. The approval of the proposal covered by
this Proxy Statement will require an affirmative vote of the holders of a
majority of the shares of Common Stock voting in person or by proxy at the
Special Meeting.
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Prior to the Special Meeting, the Company will select one or more
inspectors of election for the meeting. Such inspector(s) shall determine the
number of shares of Common Stock represented at the meeting, the existence of a
quorum and the validity and effect of proxies, and shall receive, count and
tabulate ballots and votes and determine the results thereof. Abstentions will
be considered as shares of Common Stock present and entitled to vote at the
Special Meeting and will be counted as votes cast at the Special Meeting, but
will not be counted as votes cast for or against the proposal presented.
A broker or nominee holding shares of Common Stock registered in its
name, or in the name of its nominee, which are beneficially owned by another
person and for which it has not received instructions as to voting from the
beneficial owner, may have discretion to vote the beneficial owner's shares of
Common Stock with respect to the election of directors and other matters
addressed at the Special Meeting. Any such shares of Common Stock that are not
represented at the Special Meeting either in person or by proxy will not be
considered to have cast votes on the proposal presented.
A SHAREHOLDER WHO SUBMITS A PROXY ON THE ACCOMPANYING FORM HAS THE
POWER TO REVOKE IT AT ANY TIME PRIOR TO ITS USE BY DELIVERING A WRITTEN NOTICE
TO THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY, BY EXECUTING A
LATER-DATED PROXY, OR BY ATTENDING THE SPECIAL MEETING AND VOTING IN PERSON.
UNLESS AUTHORITY IS WITHHELD, PROXIES THAT ARE PROPERLY EXECUTED WILL BE VOTED
FOR THE PURPOSE SET FORTH THEREON.
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BENEFICIAL SECURITY OWNERSHIP
The following table sets forth information with respect to the
beneficial ownership of the Company's Common Stock as of September 3, 1999, by
(i) each person who is known by the Company to beneficially own 5% or more of
the Company's outstanding Common Stock, (ii) the Company's Chief Executive
Officer, (iii) each director of the Company, and (iv) all directors and
executive officers of the Company as a group. The Company is not aware of any
beneficial owner of more than 5% of the outstanding Common Stock other than as
set forth in the following table.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF CLASS
NAME AND ADDRESS OF BENEFICIAL OWNER (1) BENEFICIALLY OWNED(2) OUTSTANDING
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<S> <C> <C>
Andreas Typaldos............................... 2,080,000(3) 17.2%
Elias Typaldos................................. 500,000 4.1
Michel Berty................................... 50,000 *
Hermann Seiler................................. 50,000 *
Infacoma Enterprises Limited................... 850,000 7.0
Prin. De Tiras 12
Marilene House
1504 Nicosia, Cyprus
Saffian Trading Limited........................ 1,100,000 9.1
All directors and executive officers
as a group (4 persons)....................... 2,680,000 22.2
</TABLE>
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* Less than 1%.
(1) Except as otherwise indicated, the address of each beneficial owner is
152 West 57th Street, 40th Floor, New York, NY 10019.
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(2) Except as otherwise indicated, the persons named in this table
have sole voting and investment power with respect to all
shares of Common Stock listed, which include shares of Common
Stock that such persons have the right to acquire within 60
days.
(3) Includes shares held by Mr. Typaldos, individually, as trustee
and by four entities controlled or owned by Mr. Typaldos or
his family.
PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION TO CHANGE THE COMPANY'S NAME
The Company was incorporated in Colorado on September 8, 1981 under the
name Central Oil Corporation, as an oil and gas exploration and brokerage
company. Initially, the Company acted as an agent and broker for oil and gas
lease holders. From 1993 to 1997, the Company was in the development stage and
was essentially inactive. From 1997 until early 1999, the Company once again
tried to search for and acquire oil and gas leases for its own account and for
the accounts of its clients.
In May 1999, the Company announced that a change in control of the
Company had taken place and that new management had been appointed. Under the
new management, the Company's business focus changed and the Company will now be
engaged in the business of providing strategic consulting and technical
services, as well as capital, to primarily early stage internet and other
technology private and public companies. The Company also intends to acquire and
operate majority owned subsidiaries and promote opportunities for synergistic
business relationships among its subsidiaries and other companies within its
portfolio. The Company's new name will more accurately reflect the change in the
Company's business focus and will potentially allow the Company to acquire
greater recognition and distinctiveness in the industry.
Accordingly, the Board of Directors has determined that the proposed
name change is in the best interests of the Company and its shareholders and
will benefit the Company going forward with its new business focus. The Board of
Directors, by written consent dated September 1, 1999, approved, subject to
approval by the shareholders, the proposed change to the Company's name to
"NetGain Development Inc." and the execution and filing of Articles of Amendment
to the Company's Articles of Incorporation to effectuate same.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL.
BY ORDER OF THE BOARD OF DIRECTORS
Andreas Typaldos, Chairman of the Board
and Chief Executive Officer
September 20, 1999
New York, New York
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CENTRAL OIL CORPORATION
SPECIAL MEETING OF SHAREHOLDERS - OCTOBER 22, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CENTRAL OIL CORPORATION
The undersigned hereby appoints Andreas Typaldos as Proxy, with full
power to appoint a substitute, to represent and to vote, with all the powers the
undersigned would have if personally present, all the shares of common stock,
$.0001 par value per share, of Central Oil Corporation (the "Company") held of
record by the undersigned on September 3, 1999 at the Special Meeting of
Shareholders to be held on October 22, 1999 or any adjournment or adjournments
thereof.
Approval of proposal to amend the Company's Articles of Incorporation
to change the Company's name to "NetGain Development Inc."
FOR [ ] AGAINST [ ] ABSTAIN [ ]
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no direction is made, the
Proxy will be voted FOR the Proposal.
Dated: , 1999
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(Signature)
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(Signature)
PLEASE SIGN HERE
Please date this proxy and sign your
name exactly as it appears hereon.
Where there is more than one owner,
each should sign. When signing as an
agent, attorney, administrator,
executor, guardian, or trustee,
please add your title as such. If
executed by a corporation, the proxy
should be signed by a duly authorized
officer who should indicate his
office.
PLEASE DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
