UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement
Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X ] Preliminary Information Statement
[ ] Definitive Information Statement
BUFFALO CAPITAL VII, LTD.
(Name of Registrant as specified in its charter)
Payment of Filing Fee (Check the Appropriate Box): N/A
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii) or 14c-5(g) and 0-11
[ ] Fee Computed on table below per Exchange Act Rules 14c-5(g) 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
4) Proposed maximum aggregate value of transaction:
_________________________________________________________
[ ] 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.
PRELIMINARY COPY
BUFFALO CAPITAL VII, LTD.
7331 S. Meadow Court
Boulder, CO 80303
June 7, 1999
Dear Shareholder:
On behalf of the Board of Directors, I cordially invite you to
attend a Special Meeting of Shareholders of Buffalo Capital VII, Ltd.
("Buffalo") to be held at 9:00 a.m. local time on July 9, 1999, at
4750 Table Mesa Drive, Boulder, CO 80303.
The Special Meeting is being held for the purpose of
considering and voting upon a proposed amendment to the Company's
Articles of Incorporation to change the Company's name to
Workfire.com, Inc.
We are not asking you for a proxy in conjunction with this
Special Meeting, but you are urged to attend the meeting to assure
that your vote is counted.
Sincerely,
Grant W. Peck
President
BUFFALO CAPITAL VII, LTD.
7331 S. Meadow Court
Boulder, CO 80303
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
to be held July 12, 1999
TO THE SHAREHOLDERS OF BUFFALO CAPITAL VII, LTD.:
NOTICE IS HEREBY GIVEN that a Special Meeting of the
Shareholders (the "Meeting") of Buffalo Capital VII, Ltd. ("Buffalo")
will be held at 4750 Table Mesa Drive, Boulder, Colorado, 80303, at
9:00 a.m. local time, on July 12, 1999, for the following purpose:
1. To consider and vote upon a proposed amendment to
the Company's Articles of Incorporation changing its name to
Workfire.com, Inc.
2. To transact such other business as may properly come
before the Meeting and at any and all adjournments, postponements or
continuations thereof.
You are cordially invited and urged to attend the Meeting.
By Order of the Board of
Directors
Grant W. Peck
Chairman of the Board
Boulder, Colorado
Dated: June 7, 1999
BUFFALO CAPITAL VII, LTD.
7331 S. Meadow Court
Boulder, CO 80303
_________________
INFORMATION STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
To be held July 12, 1999
__________________
GENERAL INFORMATION
This Information Statement is furnished in connection with a
Special Meeting of Shareholders called by the Board of Directors (the
"Board") of Buffalo Capital VII, Ltd. ("Buffalo"), to be held at 4750
Table Mesa Drive, Boulder, Colorado 80303, at 9:00 a.m. local time,
and at any and all postponements, continuations or adjournments
thereof (collectively the "Meeting"). This Information Statement and
the accompanying Notice of Special Meeting will be first mailed or
given to Buffalo's shareholders on or about June 21, 1999.
All shares of Buffalo's common stock ("Common Stock"),
represented either in person or by proxy will be eligible to be voted at
the Meeting.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
BACKGROUND INFORMATION
Buffalo Capital VII, Ltd. (the "Company") was incorporated
under the laws of the State of Colorado on September 19, 1997. It
was incorporated as a "blind pool" or "blank check" company for the
purpose of seeking to acquire one or more properties or businesses.
The Company elected to voluntarily file a registration statement in
order to become a reporting company under the Securities Exchange
Act of 1934, as amended (the "34 Act").
On May 21, 1999, the Company and certain of its
shareholders, including its principal shareholders, entered into a
Reorganization and Stock Purchase Agreement (the "Reorganization
Agreement") with Workfire.com, Inc., a Nevada corporation
("Workfire") and Robert G. Bryan. The Reorganization Agreement
contemplates a series of transactions which will make Workfire a
wholly owned subsidiary of the Company and which will result in a
change of control of the Company. The transactions include (i)
completion of a 5.804688 to 1 forward split; (ii) voluntary surrender
for cancellation of a total of approximately 23,253,332 shares by
current shareholders of the Company; and (iii) issuance of a total of
12,722,756 new shares in exchange for all of the issued and
outstanding common stock of Workfire.
In conjunction with execution of the Reorganization Agreement
certain shareholders of the Company entered into Stock Purchase
Agreements and the holders of all the issued and outstanding Class A
and Class B Warrants of the Company entered into a Warrant
Purchase Agreement. Pursuant to these agreements, in conjunction
with closing under the Reorganization Agreement, certain non-
affiliated persons designated by Workfire agreed to purchase all of the
issued and outstanding Class A and Class B Warrants of the Company
as well as a total of 2,952,871 shares of common stock, for an
aggregate purchase price of $150,000. Following their purchase
under the Warrant Purchase Agreement, all outstanding Class A and
Class B warrants are expected to be cancelled.
Following completion of the transactions contemplated by the
Reorganization Agreement, the Warrant Purchase Agreement and the
Stock Purchase Agreements, Workfire will be a wholly-owned
subsidiary of the Company and the Company will have a total of
approximately 15,287,111 shares of common stock issued and
outstanding. Current shareholders of the Company will own
approximately 611,484 shares, or approximately 4% of the issued and
outstanding common stock, and there will be a change in control of
the Company. As a result of the share exchange, the current
shareholders of Workfire will own 12,722,756 shares, or
approximately 83.23% of the issued and outstanding common stock of
the Company, and accordingly will be in a position of control.
In conjunction with completion of the transactions
contemplated by the Reorganization Agreement, the current directors
and officers of the Company will resign, the out-going directors will
appoint successors designated by Workfire, and the new directors will
appoint new executive officers.
The Reorganization Agreement was approved by the
Company's Board of Directors but approval by the Company's
shareholders is not required prior to closing thereunder.
Following closing under the Reorganization Agreement, all of
the Company's business activities are expected to be conducted
through Workfire, its wholly owned subsidiary. Although the
Company expects to adopt the assumed name of "Workfire.com, Inc,"
prior to closing, the Reorganization Agreement requires the Company
to take the steps necessary to amend its Articles of Incorporation in
order to formally change its corporate name to Workfire.com, Inc.
The Special Meeting of Shareholders to be held at 9:00 am on
July 12, 1999, at 4750 Table Mesa Drive, Boulder, Co 80303, has
been called for the sole purpose of voting upon an amendment to the
Company's Articles of Incorporation to change its name to
Workfire.com, Inc.
Record Date
Shareholders of record at the close of business on June 4, 1999 (the
"Record Date") are entitled to notice of the meeting and to vote at the
meeting. As of the Record Date, 4,620,000 shares of the Company's
Common Stock (the "Common Stock") were issued and outstanding
and entitled to vote at the Special Meeting. No shares of Preferred
Stock were issued and outstanding as of the Record Date.
Voting
Each shareholder of record is entitled to one vote for each share of
Common Stock registered in his name. One-third of the outstanding
common stock, represented in person or by proxy at the Meeting, will
constitute a quorum for the transaction of all business.
Once a quorum is present, the proposal to amend the Company's
Articles of Incorporation will require the affirmative vote of a
majority of the shares represented at the meeting.
As of the record date for the Meeting, three individual shareholders of
the Company, including the two officers and directors and another
shareholder who is an affiliate of the Company, held voting power
with respect to an aggregate of 3,928,000 shares (representing
approximately 85% of the issued and outstanding common stock).
Each of these individuals has advised the Company that he intends to
vote, or to direct the vote of his shares, in favor of the proposed
amendment of the Company's Articles of Incorporation. Accordingly,
the Company has determined that there is not need to solicit proxies
for the Meeting.
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers who approved adoption of
the Reorganization Agreement and who are serving the Company as
of the record date are as follows:
<TABLE>
<CAPTION>
Name Age Positions Held and Tenure
<S> <C> <C>
Grant W. Peck 44 President and a Director
since September, 1997
Dean F. Sessions 48 Secretary, Treasurer, and a
Director since
September, 1997
</TABLE>
Biographical Information
Grant W. Peck.
Mr. Peck has served as President and a Director of the
Company since its inception. He is also currently the President and a
Director of two other blind pool or blank check companies (i.e.
Buffalo Capital V, Ltd. and Buffalo Capital VIII, Ltd), each of which
has a business plan which is the same as that of the Company. Mr.
Peck has also been an officer and director of several other blind pool
or blank check companies which he assisted in the completion of
business acquisition transactions prior to tendering his resignation.
Mr. Peck was the principal shareholder, the President and a
Director of J. S. Grant's, Inc., doing business as Just Squeezed
Juices, from its inception in 1985 until it was sold in January of 1995
to Odwalla, Inc. J.S. Grant's manufactured fresh juices in Denver,
Colorado, and then handled distribution from Denver into a five state
region. Between 1977 and 1984, Mr. Peck was an owner and
Director of Operations for the Harvest Restaurants and Bakeries, a
restaurant company that catered to the then emerging health-conscious
market. Mr. Peck was responsible for the growth and daily operation
of the restaurant company, employing over 385 employees with
annualized sales of $13,000,000.
Mr. Peck attended the University of Colorado and Macalester
College in St. Paul, Minnesota, but did not receive a degree from
either institution.
Dean F. Sessions.
Mr. Sessions has served as Secretary and Treasurer, and as a
Director of the Company since its inception. He is also currently the
Secretary, Treasurer and a Director of five other blind pool or blank
check companies (i.e. Buffalo Capital V, Ltd. and Buffalo Capital
VIII, Ltd), each of which has a business plan which is the same as
that of the Company. Mr. Sessions has also been an officer and
director of several other blind pool or blank check companies which
he assisted in the completion of business acquisition transactions prior
to tendering his resignation.
From 1973 through 1982 Mr. Sessions was employed as an
investment broker by E. F. Hutton & Co., in its Boulder, Colorado
office. From 1982 through 1986 Mr. Sessions was an officer,
director and principal shareholder of A. S. Food Company, Inc., a
Colorado corporation formed to acquire the franchise rights for Round
The Corner restaurants in Oregon, Washington and British Columbia.
A. S. Food Company, Inc., opened and operated two Round The
Corner restaurants in the Seattle, Washington area, but in 1986 it filed
bankruptcy and ceased operations. In October 1986, Mr. Sessions
renewed his securities license with the NASD and simultaneously
joined the Boulder, Colorado office of E. F. Hutton as an account
executive. From June of 1987 through March of 1988, Mr. Sessions
was a registered representative of L. T. Securities, the securities
division of Lincoln Trust Corporation of Denver, Colorado. From
March, 1988, to August, 1990, Mr. Sessions was a registered
representative with Cohig Securities, Inc. of Denver, Colorado, and
from January, 1991 to June, 1994, Mr. Sessions was a registered
representative with Walford and Company, of Boulder, Colorado. In
addition, from August, 1990, to the present, Mr. Sessions has been
actively engaged in attempting to acquire his Professional Golf
Association (PGA) tour card.
Mr. Sessions has a B.S. degree from the University of
Colorado.
DESIGNEES OF WORKFIRE AS COMPANY DIRECTORS
AND EXECUTIVE OFFICERS
The following table sets forth the name, age and position of
each of the persons expected to be designated by Workfire to be
appointed to the Company's Board of Directors and each of the
persons expected to be appointed as an executive officer of the
Company following completion of the transactions contemplated by
the Reorganization Agreement:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Tom Taylor 35 President,
Secretary &
Director
Philip Stern 39 Director
Nicholas Miller 45 Director
</TABLE>
Biographical Information
Tom Taylor
Mr. Taylor has been founding and leading companies that
develop and commercialize revolutionary technologies since 1981,
including MSound (now owned by Sierra Semiconductor), Timespan
(now owned by Tanisys Technology) and Chameleon Bridge
Technologies (now owned by PeakSoft). Tom hold worldwide patents
in communications and user interface technologies. More recently, he
was Chief Technology Officer of the first company ever to ship a full
commercial Java application. Mr. Taylor was the technology
architect behind several public companies that have successfully
created radically new products and approaches in the field of user
interface devices, communication and broadcasting technology, digital
signal processing software, and Internet speed optimization.
Philip Stern
Since 1996, Mr. Stern has operated as a consultant through his
company, Net Q & A, Inc., providing business plan development
services primarily to clients in the high-technology sector. From
19909 through 1996, Mr. Stern was CEO of Simon/Ross &
Associates, Inc., which was engaged in the business of providing
MacIntosh computer training. From 1986 to 1988, he directed the
customer marketing function for MDI Mobile Data International
which was engaged in the business of development and sale of mobile
data communications system. He holds a bachelor's degree from
McGill University and an MBA from Harvard Business School.
Nicholas Miller
Mr. Miller has over 25 years of experience in both small
entrepreneurial and large corporate structures, and over 18 years of
direct P & L responsibility. As the founder of several high-
technology oriented corporations, Mr. Miller has accumulated a
wealth of experience in high-technology start-ups, marketing,
management, and the financing of new ventures.
Most recently, Mr. Miller was Founder, President, CEO and
Chairman of the DataLink Systems Corporation. DataLink is a
leading provider of Personal Information Services delivered using
wireless technologies, including alphanumeric paging, digital
cellular/PCS short message service, cellular digital packet data and
other emerging personal communications technologies. Before
DataLink, he owned a consulting practice that provided advice to
emerging growth and middle-market companies in the US and
Canada, and founded a number of companies int he software
distribution and manufacturing sectors.
<PAGE>
PRINCIPAL SHARE OWNERSHIP
The Record Date for purposes of determining the shareholders entitled
to vote at the Special Meeting was June 4, 1999. As of the Record
Date, the Company had a total of 4,620,000 shares of Common Stock
issued and outstanding. After giving effect to the 5.804688 to 1
forward split, the proposed voluntary surrender of shares for
cancellation, and the issuance of shares in the share exchange
transaction, all of which are contemplated by the Reorganization
Agreement, the Company will have a total of approximately
15,287,111 shares issued and outstanding. The following table sets
forth, as of June 4, 1999, the number of shares of Common Stock
currently owned of record and beneficially by current executive
officers, directors, persons who hold 5% or more of the outstanding
Common Stock of the Company and by current officers and directors
as a group after giving effect to the forward split. The table also
reflects the number of shares which are expected to owned by such
persons following completion of the all the transactions contemplated
by the Reorganization Agreement.
<TABLE>
Number of Shares Percent of
Owned Beneficially Class Owned
Name and After After
Address Current Reorg. Current Reorg.
<S> <C> <C> <C> <C>
Grant W. Peck<F1>
7331 S. Meadow Court
Boulder, CO 80301 7,597,176 146,495 28.33% 0.96%
Dean F. Sessions<F1>
P. O. Box 17881
Boulder, CO 80308 7,601,819 146,495 28.35% 0.96%
Gary S. Joiner
4750 Table Mesa Drive
Boulder, CO 80303 7,601,819 146,495 28.35% 0.96%
Mark DiSalvo
192 Searidge Court
Shell Beach, CA
93449 2,507,625 70,000 9.35% 0.46%
All current directors
and executive officers
(2 persons) 15,198,995 292,990 56.68 1.92%
<FN>
<F1> The person listed is an officer, a director, or both, of the Company.
</FN>
</TABLE>
PROPOSAL ONE
AMENDMENT TO ARTICLES OF INCORPORATION
The Board of Directors has unanimously approved, the recommends for
shareholder approval, the amendment of the Company's Articles of
Incorporation in order to change the Company's name to Workfire.com, Inc.
Approval of the amendment will not result in any other amendment or change
to the Company's Articles of Incorporation. The amendment is proposed in
conjunction with the anticipated closing under the Reorganization Agreement
between the Company and Workfire.com, Inc., a Nevada corporation. In the
event the Company does not close under the Reorganization Agreement, the
Company will not adopt the proposed amendment to its Articles of
Incorporation.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If
any other matters properly come before the meeting.
THE BOARD OF DIRECTORS
Boulder, Colorado
June 7, 1999
