<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[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 Rule 14a-12
</TABLE>
Buffalo Capital VIII, LTD.
- --------------------------------------------------------------------------------
(Name of 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):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(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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<PAGE> 2
BUFFALO CAPITAL VIII, LTD.
36 West 25th Street - Second Floor
New York, New York 10010
-----------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 21, 2000
-----------------------------
TO OUR SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of BUFFALO CAPITAL VIII, LTD., will be held at our offices, 36 West
25th Street, Second Floor, New York, New York 10010 on June 21, 2000, at 10:00
a.m., local time. A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The re-election of three (3) directors to the Board of Directors, to
serve until their resignation or removal from office, or until their respective
successors are elected and qualified;
2. Approval of the change of our state of incorporation from Colorado
to Delaware and the change of our name to Momentum Holdings Corporation;
3. Approval of the recapitalization of our authorized shares;
4. The ratification of Marden, Harrison & Kreuter, CPA's as our
auditors for the fiscal year ended December 31, 2000; and
5. Consideration of any matters which may properly come before the
Meeting, or any adjournment thereof. At this time, the Board of Directors is not
aware of any other business to come before the Meeting.
Any action may be taken on any one of the foregoing proposals at the
Meeting on the date specified above or on any date or dates to which the Meeting
may be adjourned. Only shareholders of record as of the close of business on May
26, 2000 are entitled to notice of and to vote at the Meeting. Our stock
transfer books will remain open. There is printed on the following pages a Proxy
Statement to which your attention is invited. Please read it carefully.
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You are requested to fill in and sign the enclosed form of Proxy which
is solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The Proxy will not be used if you attend and vote at the Meeting in
person.
By Order of the Board of Directors
Anthony R. Russo, Secretary
New York, New York
June 9, 2000
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENCLOSED POSTAGE PREPAID, ADDRESSED ENVELOPE. IF YOU ATTEND THE
MEETING, YOU MAY VOTE EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE
REVOKED BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE
THEREOF.
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BUFFALO CAPITAL VIII, LTD.
36 West 25th Street - Second Floor
New York, New York 10010
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 21, 2000
INTRODUCTORY STATEMENT
This Proxy Statement and accompanying Proxy are furnished in connection
with a solicitation of Proxies by the Board of BUFFALO CAPITAL VIII, LTD. for
use at the Annual Meeting of our Shareholders (the "Meeting"), to be held at our
offices, 36 West 25th Street, Second Floor, New York, New York 10010 on June 21,
2000, at 10:00 a.m., local time, for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders. References in this document to "us,"
"we," or "the Company" refer to BUFFALO CAPITAL VIII, LTD. and its subsidiary.
Shareholders of record at the close of business on May 26, 2000 will be
entitled to receive notice of and to vote at the Meeting. Each share of common
stock is entitled to one vote for each matter submitted to a vote at the
Meeting. Shares represented by executed and unrevoked Proxies will be voted in
accordance with the specifications made thereon. If the enclosed form of Proxy
is executed and returned, it nevertheless may be revoked by giving another Proxy
or by letter or telegram directed to us. Any such revocation must show the
shareholder's name and must be received prior to the commencement of the Meeting
in order to be effective. Additionally, any shareholder attending the Meeting in
person, who wishes to do so, may vote by ballot at the Meeting, thereby
canceling any Proxy previously given. Where no instructions are indicated,
Proxies will be voted "FOR" the nominees for directors indicated below and "FOR"
the proposals to be considered at the Meeting or any adjournment thereof. We
plan to mail proxy materials to shareholders of record on or about June 9, 2000.
VOTING SECURITIES, PRINCIPAL HOLDERS AND SECURITY
OWNERSHIP OF MANAGEMENT
The approval of each of the proposals set forth in this Proxy Statement
requires the affirmative vote of a majority of the shares actually voted on such
proposal, except that our change of domicile
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and amendment to our Articles of Incorporation requires the affirmative vote of
a majority of shares entitled to be voted at the Meeting.
All voting rights are vested exclusively in the holders of our common
stock, with each share entitled to one vote. Only shareholders of record at the
close of business on May 26, 2000 are entitled to notice of and to vote at the
Meeting and any adjournment thereof. As of May 26, 2000, we had approximately
11,000,000 shares of common stock outstanding.
The following sets forth the number of shares of our common stock
beneficially owned by (i) each person who, as of May 26, 2000, was known by us
to own beneficially more than five percent (5%) of its common stock, (ii) our
individual Directors, and (iii) our Officers and Directors as a group.
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percentage
of of Beneficial Ownership
Beneficial Owner Ownership (1) (2)
<S> <C> <C>
Mitchell Maxwell (3) --
36 West 25th Street
Second Floor
New York, NY 10010
Mark Balsam 3,317,500 30.2%
36 West 25th Street
Second Floor
New York, NY 10010
Victoria Maxwell 425,000 3.9%
36 West 25th Street
Second Floor
New York, NY 10010
Anthony R. Russo 600,000 5.4%
36 West 25th Street
Second Floor
New York, NY 10010
Nancy Ticotin Maxwell 3,377,500(3) 30.7%
280 Park Avenue South
New York, NY 10010
All Officers and Directors 4,342,500 39.5%
as a Group (five persons)
</TABLE>
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(1) All ownership is beneficial and of record except as specifically
indicated otherwise.
(2) Beneficial owners listed above have sole voting and investment
power with respect to the shares shown unless otherwise indicated.
(3) Does not include shares owned by Nancy Ticotin Maxwell, wife of
Mitchell Maxwell, in which shares Mr. Maxwell disclaims beneficial
ownership.
ACTION TO BE TAKEN UNDER THE PROXY
Proxies in the accompanying form that are properly executed and
returned will be voted at the Meeting in accordance with the instructions
thereon. Any Proxy upon which no instructions have been indicated with respect
to a specific matter will be voted as follows with respect to such matter: (a)
"FOR" the re-election of the three (3) persons named in this Proxy Statement as
our Management's nominees for election to the Board of Directors; (b) "FOR" the
change of our state of incorporation from Colorado to Delaware and the change of
our name to Momentum Holdings Corporation;(c) "FOR" the recapitalization of our
authorized shares; and (d) "FOR" the ratification of Marden, Harrison & Kreuter,
CPA's, as our independent accountants; and (e) "FOR" the transaction of any
other business to come before the Meeting, in the discretion of the holders of
such Proxies.
Management knows of no other matters, other than those stated above, to
be presented for consideration at the Meeting. If, however, any other matters
properly come before the Meeting, the persons named in the enclosed Proxy intend
to vote such proxy in accordance with their judgement on such matters. The
persons named in the enclosed Proxy may also, if they deem it advisable, vote to
adjourn the Meeting from time to time.
RIGHTS OF DISSENTING SHAREHOLDERS
Pursuant to the Colorado Business Corporation Act, each Shareholder has
the right to dissent from the change of domicile to Delaware and the change in
our authorized capitalization, if the proposed change of domicile and authorized
capitalization is approved and not abandoned, and also has the right, upon
compliance with the procedures set forth below, to receive payment in cash for
the fair market value of his or her shares as of May 10, 2000, the day before
the proposed change of domicile was first publicly
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announced. However, no such right will exist for any Shareholder (except with
respect to certain shares as to which there may exist a restriction on transfer
imposed by us or by law or regulation), unless demands for such payment are
filed, as described below.
The following summary does not purport to be a complete statement of
the law relating to dissenters' rights and is qualified in its entirety by
Article 113 of the Colorado Business Corporation Act, a copy of which is
attached as Exhibit "A" hereto. This summary and Exhibit A should be reviewed
carefully by any shareholder who wishes to exercise dissenter's rights or who
wishes to preserve his or her rights to do so, since failure to comply with the
procedures set forth below will result in the loss of such rights.
Any Shareholders electing to exercise his or her right to dissent from
the change of domicile and have us purchase some or all of his or her shares for
cash must, as to those shares ("Dissenting Shares") satisfy each of the
following requirements:
1. A dissenting Shareholder shall cause the Company to receive, before
any vote is taken, written notice of that Shareholder's intention to
demand payment for the Shareholder's shares if the proposed
corporate action is effectuated; and
2. Not vote the shares in favor of the corporate action.
A Shareholder who does not satisfy the requirements of (1) and (2)
above is not entitled to demand payment for the Shareholder's shares under
Article 113.
A Shareholder of our Company who chooses to receive cash for shares of
Common Stock pursuant to the exercise of dissenter's rights may give rise to
taxable income. Each such Shareholder is urged to consult his or her own tax and
financial advisor as to such matter.
ELECTION OF DIRECTORS
It is proposed that three (3) of the current Directors be re-elected to
our Board of Directors be elected to our Board, each such Director to hold
office until the next Annual Meeting of shareholders or until their successors
are elected and qualified.
It is the intention of the persons named in the accompanying form of
Proxy to vote such Proxy FOR the election of the persons listed below, unless
shareholders specifically indicate in their
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Proxies that they desire to abstain from voting for the election of certain
Directors to office. The Board of Directors does not contemplate that any
nominee will be unable to serve as a Director for any reason, but if that should
occur prior to the Meeting, the Board of Directors reserves the right to
substitute another person(s) of their choice as nominee(s). Each nominee must be
approved by an affirmative vote of a majority of the quorum of the shares
present and entitled to vote at the Meeting. The Board of Directors recommends
that shareholders vote FOR the election of each nominee.
VOTING
Pursuant to the terms of our Articles of Incorporation every
shareholder voting for the election of directors is entitled to one vote for
each share. A shareholder may vote each share once for one nominee to each of
the director positions being filled. A shareholder may not accumulate votes.
The Board of Directors intends to vote the Proxies solicited by it
(other than Proxies in which the vote is withheld as to one or more nominees)
for the three candidates standing for election as directors nominated by the
Board of Directors. If any nominee is unable to serve, the shares represented by
all valid Proxies will be voted for the election of such substitute as the Board
of Directors may recommend. At this time the Board of Directors knows of no
reason why any nominee might be unavailable to serve.
BOARD OF DIRECTORS, MEETINGS AND COMMITTEES
<TABLE>
<CAPTION>
NAME AGE POSITION HELD
- ---------- ----------- ----------------------------------
<S> <C> <C>
Mitchell Maxwell 47 Chairman and Director
Mark Balsam 49 President,Chief Executive Officer,
and Director
Anthony R. Russo 57 Vice President, Director,and
Secretary-Treasurer
</TABLE>
All of our directors and officers are elected annually to serve for one
year or until their successors are duly elected and qualified.
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MITCHELL MAXWELL. Mr. Maxwell has been our President and a Director since March,
2000. He has been involved in the entertainment business for over twenty-five
years. Before joining the Company he was the President of Romax, Inc. since its
inception in 1996. At Romax, Mr. Maxwell produced "Play On!" a new musical
featuring the music of Duke Ellington on Broadway which was nominated for three
1997 Tony Awards; and "Jam on the Groove," a new hip hop musical nominated for
the Outer Cities Circle Award; "Moscow Stations," and the gospel musical "Born
to Sing," off-Broadway. Prior to Roxmax, Mr. Maxwell co-founded Workin' Man
Films, Inc. and served as its President from 1991-1995.
At Workin' Man, Mr. Maxwell presented the Broadway productions of the
1994 Tony Award winning "Damn Yankees," starring Jerry Lewis and Budd
Schulberg's "On the Waterfront," and the Off-Broadway productions of the smash
hit and Drama Desk Award winner "STOMP," "Vita and Virginia," starring Vanessa
Redgrave and Eileen Atkins, Paul Rudnick's comedy "Jeffrey" (Drama Desk Award
Nomination and Outer Critics Circle Award Winner), David Mamet's "Oleanna"
(Drama Desk nominee), "Marvin's Room" (Drama Desk Award and Outer Critics Circle
Award winners) and the motion pictures "Jeffrey," "The Lipstick Camera," and
"Handgun." Prior to Workin' Man Films Inc., Mr. Maxwell was founding President
of M2 Entertainment, Inc. where he produced "To Gillian on her 37th Birthday,"
and "The Garden of Earthly Delights" (Drama Desk Award nominee Best Musical and
1987 London Oliver nominee for Best Musical)off-Broadway and the motion picture
"Key Exchange." Mr. Maxwell was also managing partner of the Minetta Lane,
Orphium and Union Square Theaters from 1985 to 1999.
MARK BALSAM. Mr. Balsam has been our President, Chief Executive Officer and a
Director since March, 2000. He is also currently the Chief Executive Officer of
Dream LLC, a New York based film production and distribution company since 1997.
Prior to the formation of Dream LLC, Mr. Balsam was President of Workin' Man
Films from 1995 to 1997 and Executive Vice President since its inception in
1991. At Workin' Man, he co-produced the Broadway musical "Damn Yankees" and the
Off-Broadway hits "Stomp," "On the Waterfront" and "Jefferey." He also was
responsible for the production of eleven motion pictures as well as the
distribution of over 100 motion pictures. Mr. Balsam formed his first
entertainment venture in 1977, Film Gallery, Inc. He either produced or
executive produced such films as "Matewan," "Jefferey," "Brother From Another
Planet," "Coca-Cola Kid," "Alan and Naomi"and a revival of "The Caine Mutiny
Court Martial." In addition, he has marshaled the distribution of over 500 films
in his career including "Hester Street," "Brother From Another Planet,"
"Matewan," "The Last Wave," "Picnic At Hanging Rock," "Quadraphenia," "Madame
Rosa," "Get Out
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Your Handkerchiefs" and "Coca-Cola Kid." Mr. Balsam graduated from New York
University with both a BA degree and an M.B.A. in finance.
ANTHONY R. RUSSO. Mr. Russo has been our Vice President, Secretary-Treasurer and
a Director since March, 2000. He is responsible for our financial affairs,
including interfacing with the financial community, the investor groups who
support our entertainment products, and overseeing our compliance with
regulatory issues. He was Chairman and Chief Executive Officer of Cartilage
Technologies, Inc. from 1989 through 1999, Chairman and Chief Executive Officer
of Sherwood Corporation, a public company from 1973 through 1990, and its Vice
President and Treasurer from 1971 to 1973. Prior to that time, he was employed
by Arthur Andersen, LLP. Mr. Russo is a Certified Public Accountant and he has
served on the Board of Directors of various commercial entities and industry
groups, including Lloyds Electronics, Inc., a public company, from 1980 to 1985.
Mr. Russo holds a BBA in accountancy practice from Pace University, is a
candidate for MA in Business and Policy at State University of New York, Empire
State College, and has been a member of NYSSCPA and the AICPA since 1970.
We have no committees of the Board of Directors.
The our Directors will serve in such capacity until our next Annual
Meeting or until their successors have been elected and qualified. Our officers
serve at the discretion of our Directors. Other than Mitchell Maxwell, Chairman
and Director, and Victoria Maxwell, Vice President, being brother and sister,
there are no familial relationships among our officers and directors, nor are
there any arrangements or understanding between any of our directors or officers
or any other person pursuant to which any officer or director was or is to be
selected as an officer or director.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934 (the "34 Act")
requires our officers and directors and persons owning more than ten percent of
our Common Stock, to file initial reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC"). Additionally, Item 405 of
Regulation S-B under the 34 Act requires us to identify in our Proxy statement
those individuals for whom one of the above referenced reports was not filed on
a timely basis during the most recent fiscal year or prior fiscal years. Given
these requirements, we have nothing to report.
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EXECUTIVE ENUMERATION
A company controlled by Mr. Mark Balsam was paid $8,075 for management
services Mr. Balsam provided in 1999 in connection with the formation of our
subsidiary. No other officers or directors were paid any compensation during the
last three fiscal years. Employee Directors receive no additional compensation
for service on the Board of Directors. The Company has no Directors who are not
employees.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
We have no Compensation Committee. We have no retirement, pension or
profit sharing plans covering our officers and directors, and do not contemplate
implementing any such plans at this time.
CHANGE OF STATE OF INCORPORATION AND NAME OF THE COMPANY
We want to change our state of incorporation to Delaware. At the
present time, we are a Colorado corporation and were originally incorporated as
such. Our Management believes that changing the state of incorporation from
Colorado to Delaware would be in the best interests of all of our shareholders.
Many issues of corporate governance, including those regarding officer and
director responsibilities and indemnification, are more clearly defined under
Delaware law than under Colorado law.
Specifically, the State of Delaware has more liberal provisions
concerning the internal elements for our operation than does the State of
Colorado, particularly as they relate to shareholder and director meetings.
Finally, and most importantly, issues regarding officer and director
indemnification are more clearly settled under Delaware law than under Colorado
law.
We plan to expand our Board of Directors in the future to add outside
directors, although, at this time, we have not identified specific individuals.
If we are to attract and keep outside directors of the highest caliber, we must
become eligible to purchase Directors and Officers Insurance, which, in part,
involves being incorporated in a state with well-established precedents
concerning indemnification, as well as corporate governance.
None of the shareholders' capital positions in us will be affected by
the change of state of incorporation. This change will, however, affect the
number of authorized but not issued Common Shares, which is more fully
enumerated below under RECAPITALIZATION. In addition, we plan to do this
transaction as a
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tax-free reorganization under the Internal Revenue Code of 1986, as amended.
This resolution requires the affirmative vote of a majority of our issued and
outstanding shares. The Board of Directors recommends that shareholders vote FOR
the resolution.
We also seek to change our name to Momentum Holdings Corporation. This
is a similar name to the name of our subsidiary, Momentum Productions, Inc.
which is presently a New York corporation. If approved, we would be a Delaware
corporation which would be named Momentum Holdings Corporation, with a New York
subsidiary named Momentum Productions, Inc.
We seek the name change to better emphasize our business focus.
Momentum Productions, Inc., our subsidiary, is already known in the market for
theatrical productions. Its production of "Dinner With Friends" recently won the
Pulitzer Prize for Best Drama. We believe that our principal revenue and profit
growth for the foreseeable future will be in theatrical and
entertainment-related activities. It is, therefore, our intention to emphasize
this segment of its business focus by utilizing the name Momentum Holding Corp.
This resolution requires the affirmative vote of a majority of our issued and
outstanding shares. The Board of Directors recommends that shareholders vote FOR
the resolution.
RECAPITALIZATION
We propose to change our new Articles of Incorporation such that our
new Delaware Company will have a capitalization of Fifty Million (50,000,000)
shares of one class of common stock of the par value of One Mill ($.001) each;
and One Million (1,000,000) shares of preferred stock of the par value of One
Mill ($.01) each, to have such classes, series and preferences as the Board of
Directors may determine from time to time. This amendment would be made at the
time we change our state of incorporation to Delaware.
Our present Articles of Incorporation provide for both the issuance of
Common and Preferred Shares with no par value. We may issue up to 100,000,000
Common Shares and up to 10,000,000 Preferred Shares. The specific classes and
preferences of the Preferred Shares are left to our Board of Directors to
determine at such time as those Preferred Shares may be issued. This Amendment
will have the effect of reducing the number of authorized Common and Preferred
Shares, which will become 50,000,000 Common Shares 1,000,000 Preferred Shares.
The new Articles of Incorporation of the Delaware company will provide that
specific classes and preferences of the Preferred Shares are left to our Board
of Directors to determine at such time.
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The main reason we are asking for this change in capitalization is that
the State of Delaware taxes corporations on the number of authorized shares,
while the State of Colorado has no such taxation. In order to reduce our
potential taxation exposure, we believe that the proposed capital structure will
provide the best balance between tax savings and the instant availability of
authorized shares that may be issued for corporate purposes.
None of our outstanding Common Shares will be affected by this
recapitalization. All shareholders will own the same number of after this change
as they did before.
It should be noted that the issuance of these Preferred Shares could be
used as an anti-takeover measure and could have the effect of preventing those
who do not presently control us from mounting an effort to do so. Although the
issuance of Preferred Shares could be used for this purpose, this is not our
intention in preserving our previous Colorado authorization of Preferred Shares.
At the present time, we have no definite intention to issue Preferred Shares and
have made no arrangements with anyone for such an issue. This resolution
requires the affirmative vote of a majority of our issued and outstanding
shares. The Board of Directors recommends that shareholders vote FOR the
resolution.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have appointed Marden, Harrison & Kreuter, CPA's, 1311 Mamaroneck
Avenue, White Plains, NY 10605, as our independent accountants for the fiscal
year ended December 31, 2000. This appointment will be submitted to the
shareholders for ratification at the Meeting.
The submission of the appointment of Marden, Harrison & Kreuter, CPA's
is not required by law or the bylaws of the Company. The Board of Directors is
nevertheless submitting it to the shareholders to ascertain their views. If the
shareholders do not ratify the appointment, the selection of other independent
public accountants will be considered by the Board of Directors. To be adopted,
the resolution requires the affirmative vote of a majority of the shares voting
at the Meeting. The Board of Directors recommends a vote FOR the resolution.
OTHER MATTERS
As of the date of this Proxy Statement, our Management has no knowledge
of any business, other than previously described herein, which should be
presented for consideration at the Meeting. In the event that any other business
is presented at the Meeting, it is
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intended that the persons named in the enclosed Proxy will have authority to
vote such Proxy in accordance with their best judgment on such business.
SHAREHOLDER PROPOSALS
According to Rule 14a-8 under the Securities Exchange Act of 1934, a
shareholder may require that certain proposals suggested by shareholders be
voted on at a shareholders Meeting. Information concerning such proposals must
be submitted to the Company for inclusion in its proxy statement. Such proposals
for inclusion in our proxy materials relating to our next Annual Meeting must be
received by us not later than January 1, 2001.
ANNUAL REPORT TO SHAREHOLDERS
Our Annual Report to Shareholders on Form 10KSB for the year ended
December 31, 1999, including financial statements, along with our Form 10QSB for
the three months ended March 31, 2000, have been mailed with these materials to
all shareholders of record. Any shareholder who has not received a copy of such
Annual Report or Form 10QSB may obtain a copy by writing to us. Such Annual
Report and Form 10QSB are not to be treated as part of the proxy solicitation
material, nor as having been incorporated by reference.
SOLICITATION OF PROXIES
The cost of solicitation will be borne by us. We will reimburse
brokerage firms and other custodians, nominees, and fiduciaries for reasonable
expenses incurred by them in sending proxy material to the beneficial owners of
common stock. In addition to solicitation by mail, our directors, officers, and
regular employees may solicit Proxies personally or by telegraph or telephone,
without additional compensation.
NOTICE TO BANKS, BROKERS/DEALERS, VOTING TRUSTEES, AND THEIR NOMINEES
Please advise us, in care of our corporate address, whether any other
persons are the beneficial owners of the shares of common stock for which
Proxies are being solicited from you, and, if so, the number of copies of the
Proxy Statement, and other soliciting materials, you wish to receive in order to
supply copies to the beneficial owners of shares.
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BUFFALO CAPITAL VIII, LTD.
By: Anthony R. Russo
Secretary
Dated: June 9, 2000
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ARTICLE 113
DISSENTERS' RIGHTS
PART I
RIGHT OF DISSENT
PAYMENT OF SHARES
7-113-101. DEFINITIONS. FOR PURPOSES OF THIS ARTICLE:
(1) "Beneficial shareholder" means the beneficial owner of shares held in a
voting trust or by a nominee as the record shareholder.
(2) "Corporation" means the issuer of the shares held by a dissenter before the
corporate action, or the surviving or acquiring domestic or foreign corporation,
by merger or share exchange of that issuer.
(3) "Dissenter" means a shareholder who is entitled to dissent from corporate
action under section 7-113-102 and who exercises that right at the time and in
the manner required by part 2 of this article.
(4) "Fair value", with respect to a dissenter's shares, means the value of the
shares immediately before the effective date of the corporate action to which
the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action except to the extent that exclusion would
be inequitable.
(5) "Interest" means interest from the effective date of the corporate action
until the date of payment, at the average rate currently paid by the corporation
on its principal bank loans or, if none, at the legal rate as specified in
section 5-12-101, C.R.S.
(6) "Record shareholder" means the person in whose name shares are registered in
the records of a corporation or the beneficial owner of shares that are
registered in the name of a nominee to the extent such owner is recognized by
the corporation as the shareholder as provided in section 7-107-204.
(7) "Shareholder" means either a record shareholder or a beneficial shareholder.
7-113-102. RIGHT TO DISSENT.
(1) A shareholder, whether or not entitled to vote, is entitled to dissent and
obtain payment of the fair value of the shareholder's shares in the event of any
of the following corporate actions:
(a) Consummation of a plan of merger to which the corporation is a
party if:
<PAGE> 17
(I) Approval by the shareholders of that corporation is
required for the merger by section 7-111 - 103 or 7-111 - 104
or by the articles of incorporation; or
(II) The corporation is a subsidiary that is merged with its
parent corporation under section 7-111-104;
(b) Consummation of a plan of share exchange to which the corporation
is a party as the corporation whose shares will be acquired;
(c) Consummation of a sale, lease, exchange, or other disposition of
all, or substantially all, of the property of the corporation for which
a shareholder vote is required under section 7-112-102 (1); and
(d) Consummation of a sale, lease, exchange, or other disposition of
all, or substantially all, of the property of an entity controlled by
the corporation if the shareholders of the corporation were entitled to
vote upon the consent of the corporation to the disposition pursuant to
section 7-112-102
(2). (1.3) A shareholder is not entitled to dissent and obtain payment, under
subsection (1) of this section, of the fair value of the shares of any class or
series of shares which either were listed on a national securities exchange
registered under the federal "Securities Exchange Act of 1934", as amended, or
on the national market system of the national association of securities dealers
automated quotation system, or were held of record by more than two thousand
shareholders, at the time of:
(a) The record date fixed under section 7-107-107 to determine the
shareholders entitled to receive notice of the shareholders' meeting at
which the corporate action is submitted to a vote;
(b) The record date fixed under section 7-107-104 to determine
shareholders entitled to sign writings consenting to the corporate
action; or (c) The effective date of the corporate action if the
corporate action is authorized other than by a vote of shareholders.
(1.8) The limitation set forth in subsection (1.3) of this section shall not
apply if the shareholder will receive for the shareholder's shares,
pursuant to the corporate action, anything except:
(a) Shares of the corporation surviving the consummation of the plan of
merger or share exchange;
(b) Shares of any other corporation which at the effective date of the
plan of merger or share exchange either will be listed on a national
securities exchange registered under the federal "Securities Exchange
Act of 1934", as amended, or on the national market system of the
national association of securities dealers automated quotation system,
or will be held of record by more than two thousand shareholders;
(c) Cash in lieu of fractional shares; or
<PAGE> 18
(d) Any combination of the foregoing described shares or cash in lieu
of fractional shares.
(2) (Deleted by amendment, L. 96, p.1321, 30, effective June 1, 1996.) (2.5) A
shareholder, whether or not entitled to vote, is entitled to dissent and obtain
payment of the fair value of the shareholder's shares in the event of a reverse
split that reduces the number of shares owned by the shareholder to a fraction
of a share or to scrip if the fractional share or scrip so created is to be
acquired for cash or the scrip is to be voided under section 7-106-104.
(3) A shareholder is entitled to dissent and obtain payment of the fair value of
the shareholders shares in the event of any corporate action to the extent
provided by the bylaws or a resolution of the board of directors.
(4) A shareholder entitled to dissent and obtain payment for the shareholder's
shares under this article may not challenge the corporate action creating such
entitlement unless the action is unlawful or fraudulent with respect to the
shareholder or the corporation.
7-113-103. DISSENT BY NOMINEES AND BENEFICIAL OWNERS.
(1) A record shareholder may assert dissenters' rights as to fewer than all the
shares registered in the record shareholder's name only if the record
shareholder dissents with respect to all shares beneficially owned by any one
person and causes the corporation to receive written notice which states such
dissent and the name, address, and federal taxpayer identification number, if
any, of each person on whose behalf the record shareholder asserts dissenters'
rights. The rights of a record shareholder under this subsection (1) are
determined as if the shares as to which the record shareholder dissents and the
other shares of the record shareholder were registered in the names of different
shareholders.
(2) A beneficial shareholder may assert dissenters' rights as to the shares held
on the beneficial shareholder's behalf only if:
(a) The beneficial shareholder causes the corporation to receive the
record shareholder's written consent to the dissent not later than the
time the beneficial shareholder asserts dissenters' rights; and
(b) The beneficial shareholder dissents with respect to all shares
beneficially owned by the beneficial shareholder.
(3) The corporation may require that, when a record shareholder dissents with
respect to the shares held by any one or more beneficial shareholders, each such
beneficial shareholder must certify to the corporation that the beneficial
shareholder and the record shareholder or record shareholders of all shares
owned beneficially by the beneficial shareholder have asserted, or will timely
assert, dissenters' rights as to all such shares as to which there is no
limitation on the ability to exercise dissenters' rights. My such requirement
shall be stated in the dissenters' notice given pursuant to section 7-113-203.
<PAGE> 19
PART 2
PROCEDURE FOR EXERCISE
OF DISSENTERS' RIGHTS
7-113-201. NOTICE OF DISSENTERS' RIGHTS.
(1) If a proposed corporate action creating dissenters' rights under section
7-113-102 is submitted to a vote at a shareholders meeting, the notice of the
meeting shall be given to all shareholders, whether or not entitled to vote. The
notice shall state that shareholders are or may be entitled to assert
dissenters' rights under this article and shall be accompanied by a copy of this
article and the materials, if any, that, under articles 101 to 117 of this
title, are required to be given to shareholders entitled to vote on the proposed
action at the meeting. Failure to give notice as provided by this subsection (1)
shall not affect any action taken at the shareholders' meeting for which the
notice was to have been given, but any shareholder who was entitled to dissent
but who was not given such notice shall not be precluded from demanding payment
for the shareholder's shares under this article by reason of the shareholder's
failure to comply with the provisions of section 7-113-202 (1).
(2) If a proposed corporate action creating dissenters' rights under section
7-113-102 is authorized without a meeting of shareholders pursuant to section
7-107-104, any written or oral solicitation of a shareholder to execute a
writing consenting to such action contemplated in section 7-107-104 shall be
accompanied or preceded by a written notice stating that shareholders are or may
be entitled to assert dissenters' rights under this article, by a copy of this
article, and by the materials, if any, that, under articles 101 to 117 of this
title, would have been required to be given to shareholders entitled to vote on
the proposed action if the proposed action were submitted to a vote at a
shareholders' meeting. Failure to give notice as provided by this subsection (2)
shall not affect any action taken pursuant to section 7-107-104 for which the
notice was to have been given, but any shareholder who was entitled to dissent
but who was not given such notice shall not be precluded from demanding payment
for the shareholder's shares under this article by reason of the shareholder's
failure to comply with the provisions of section 7-113-202 (2).
7-113-202. NOTICE OF INTENT TO DEMAND PAYMENT.
(1) If a proposed corporate action creating dissenters' rights under section
7-113-102 is submitted to a vote at a shareholders' meeting and if notice of
dissenters' rights has been given to such shareholder in connection with the
action pursuant to section 7-113-201(1), a shareholder who wishes to assert
dissenters' rights shall:
(a) Cause the corporation to receive, before the vote is taken, written
notice of the shareholder's intention to demand payment for the
shareholder's shares if the proposed corporate action is effectuated;
and
(b) Not vote the shares in favor of the proposed corporate action.
<PAGE> 20
(2) If a proposed corporate action creating dissenters' rights under section
7-113-102 is authorized without a meeting of shareholders pursuant to section
7-107-104 and if notice of dissenters rights has been given to such shareholder
in connection with the action pursuant to section 7-113-201(2), a shareholder
who wishes to assert dissenters' rights shall not execute a writing consenting
to the proposed corporate action.
(3) A shareholder who does not satisfy the requirements of subsection (1) or (2)
of this section is not entitled to demand payment for the shareholder's shares
under this article.
7-113-203. DISSENTERS' NOTICE.
(1) If a proposed corporate action creating dissenters' rights under section
7-113-102 is authorized, the corporation shall give a written dissenters' notice
to all shareholders who are entitled to demand payment for their shares under
this article.
(2) The dissenters' notice required by subsection (1) of this section shall be
given no later than ten days after the effective date of the corporate action
creating dissenters' rights under section 7-113-102 and shall:
(a) State that the corporate action was authorized and state the
effective date or proposed effective date of the corporate action;
(b) State an address at which the corporation will receive payment
demands and the address of a place where certificates for certificated
shares must be deposited;
(c) Inform holders of uncertified shares to what extent transfer of the
shares will be restricted after the payment demand is received; (d)
Supply a form for demanding payment, which form shall request a
dissenter to state an address to which payment is to be made;
(e) Set the date by which the corporation must receive the payment
demand and certificates for certificated shares, which date shall not
be less than thirty days after the date the notice required by
subsection (1) of this section is given;
(f) State the requirement contemplated in section 7-113-103 (3), if
such requirement is imposed; and
(g) Be accompanied by a copy of this article.
7-113-204. PROCEDURE TO DEMAND PAYMENT.
(1) A shareholder who is given a dissenters' notice pursuant to section
7-113-203 and who wishes to assert dissenters' rights shall, in accordance with
the terms of the dissenters' notice:
<PAGE> 21
(a) Cause the corporation to receive a payment demand, which may be the
payment demand form contemplated in section 7-113-203 (2) (d), duly
completed, or may be stated in another writing; and
(b) Deposit the shareholder's certificates for certificated shares.
(2) A shareholder who demands payment in accordance with subsection (1) of this
section retains all rights of a shareholder, except the right to transfer the
shares, until the effective date of the proposed corporate action giving rise to
the shareholder's exercise of dissenters' rights and has only the right to
receive payment for the shares after the effective date of such corporate
action.
(3) Except as provided in section 7-113-207 or 7-113-209 (1) (b), the demand for
payment and deposit of certificates are irrevocable.
(4) A shareholder who does not demand payment and deposit the shareholder's
share certificates as required by the date or dates set in the dissenters'
notice is not entitled to payment for the shares under this article.
7-113-205. UNCERTIFIED SHARES.
(1) Upon receipt of a demand for payment under section 7-113-204 from a
shareholder holding uncertified shares, and in lieu of the deposit of
certificates representing the shares, the corporation may restrict the transfer
thereof
(2) In all other respects, the provisions of section 7-113-204 shall be
applicable to shareholders who own uncertified shares.
7-113-206. PAYMENT.
(1) The effective date of the co section 7-113-102 or upon 7-113-204,
whichever is complied with section 7-11 or if no such address is stated the
corporation's current holding the dissenter's share fair value of the
dissenter's
(2) The payment made pursuant accompanied by:
(a) The corporation's balance sheet as of the end of its most recent
fiscal year or, if that is not available, the corporation's balance
sheet as of the end of a fiscal year ending not more than sixteen
months before the date of payment, an income statement for that year,
and, if the corporation customarily provides such statements to
shareholders, a statement of changes in shareholders' equity for that
year and a statement of changes in shareholders' equity for that year
and a statement of cash flow for that year, which balance sheet and
statements shall have been audited if the corporation customarily
provides audited financial statements to shareholders, as well as the
latest available financial statements, if any, for the interim or
full-year period, which financial statements need not be audited:
(b) A statement of the company's shares;
<PAGE> 22
(c) An explanation of how interest as was calculated
(d) A statement of the dissenter's right to demand payment under
section 7-113-209; and
(e) A copy of this article.
7-113-207. FAILURE TO TAKE ACTION.
(1) If the effective date of the corporate action creating dissenters' rights
under section 7-113-102 does not occur within sixty days after the date set by
the corporation by which the corporation must receive the payment demand as
provided in section 7-113-203, the corporation shall return the deposited
certificates and release the transfer restrictions imposed on uncertified
shares.
(2) If the effective date of the corporate action creating dissenters' rights
under section 7-113-102 occurs more than sixty days after the date set by the
corporation by which the corporation must receive the payment demand as provided
in section 7-113-203, then the corporation shall send a new dissenters' notice,
as provided in section 7-113-203, and the provisions of sections 7-113-204 to
7-113-209 shall again be applicable.
7-113-208. SPECIAL PROVISIONS RELATING TO SHARES ACQUIRED AFTER
ANNOUNCEMENT OF PROPOSED CORPORATE ACTION.
(1) The corporation may, in or with the dissenters' notice given pursuant to
section 7-113-203, state the date of the first announcement to news media or to
shareholders of the terms of the proposed corporate action creating dissenters'
rights under section 7-113-102 and state that the dissenter shall certify in
writing, in or with the dissenter's payment demand under section 7-113-204,
whether or not the dissenter (or the person on whose behalf dissenters' rights
are asserted) acquired beneficial ownership of the shares before that date. With
respect to any dissenter who does not so certify~ in writing, in or with the
payment demand, that the dissenter or the person on whose behalf the dissenter
asserts dissenters' rights acquired beneficial ownership of the shares before
such date, the corporation may, in lieu of making the payment provided in
section 7-113-206, offer to make such payment if the dissenter agrees to accept
h in full satisfaction of the demand.
(2) An offer to make payment under subsection (1) of this section shall include
or be accompanied by the information required by section 7-113-206 (2).
7-113-209. PROCEDURE IF DISSENTER IS DISSATISFIED WITH PAYMENT OR OFFER.
(1) A dissenter may give notice to the corporation in writing of the dissenter's
estimate of the fair value of the dissenter's shares and of the amount of
interest due and may demand payment of such estimate, less any payment made
under section 7-113-206, or reject the corporation's offer under section
7-113-208 and demand payment of the fair value of the shares and interest due,
if:
<PAGE> 23
(a) The dissenter believes that the amount paid under section 7-113-206
or offered under section 7-113-208 is less than the fair value of the
shares or that the interest due was incorrectly calculated;
(b) The corporation fails to make payment under section 7-113-206
within sixty days after the date set by the corporation by which the
corporation must receive the payment demand; or
(c) The corporation does not return the deposited certificates or
release the transfer restrictions imposed on uncertified shares as
required by section 7-113-207 (1).
(2) A dissenter waives the right to demand payment under this section unless the
dissenter causes the corporation to receive the notice required by subsection
(1) of this section within thirty days after the corporation made or offered
payment for the dissenter's shares.
PART 3
JUDICIAL APPRAISAL OF SHARES
7-113-301. COURT ACTION.
(1) If a demand for payment under section 7-113-209 remains unresolved, the
corporation may, within sixty days after receiving the payment demand, commence
a proceeding and petition the court to determine the fair value of the shares
and accrued interest. If the corporation does not commence the proceeding within
the sixty-day period, it shall pay to each dissenter whose demand remains
unresolved the amount demanded.
(2) The corporation shall commence the proceeding described in subsection (1) of
this section in the district court of the county in this state where the
corporation's principal office is located or, if it has no principal office in
this state, in the district court of the county in which its registered office
is located. if the corporation is a foreign corporation without a registered
office in this state, it shall commence the proceeding in the county in this
state where the registered office of the domestic corporation merged into, or
whose shares were acquired by, the foreign corporation was located.
(3) The corporation shall make all dissenters, whether or not residents of this
state, whose demands remain unresolved parties to the proceeding commenced under
subsection (2) of this section as in an action against their shares, and all
parties shall be served with a copy of the petition. Service on each dissenter
shall be by registered or certified mail, to the address stated in such
dissenter's payment demand, or if no such address is stated in the payment
demand, at the address shown on the corporation's current record of shareholders
for the record shareholder holding the dissenter's shares, or as provided by
law.
<PAGE> 24
(4) The jurisdiction of the court in which the proceeding is commenced under
subsection (2) of this section is plenary and exclusive. The court may appoint
one or more persons as appraisers to receive evidence and recommend a decision
on the question of fair value. The appraisers have the powers described in the
order appointing them, or in any amendment to such order. The parties to the
proceeding are entitled to the same discovery rights as parties in other civil
proceedings.
(5) Each dissenter made a party to the proceeding commenced under subsection (2)
of this section is entitled to judgment for the amount, if any, by which the
court finds the fair value of the dissenter's shares, plus interest, exceeds the
amount paid by the corporation, or for the fair value, plus interest, of the
dissenter's shares for which the corporation elected to withhold payment under
section 7-113-208.
7-113-302. COURT COSTS AND COUNSEL FEES.
(1) The court in an appraisal proceeding commenced under section 7-113-301 shall
determine all costs of the proceeding, including the reasonable compensation and
expenses of appraisers appointed by the court. The court shall assess the costs
against the corporation; except that the court may assess costs against all or
some of the dissenters, in amounts the court finds equitable, to the extent the
court finds the dissenters acted arbitrarily, vexatiously, or not in good faith
in demanding payment under section 7-113-209.
(2) The court may also assess the fees and expenses of counsel and experts for
the respective parties, in amounts the court finds equitable:
(a) Against the corporation and in favor of any dissenters if the court
finds the corporation did not substantially comply with the
requirements of part 2 of this article; or
(b) Against either the corporation or one or more dissenters, in favor
of any other party, if the court finds that the party against whom the
fees and expenses are assessed acted arbitrarily, vexatiously, or not
in good faith with respect to the rights provided by this article.
(3) If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the corporation, the court may
award to said counsel reasonable fees to be paid out of the amounts awarded to
the dissenters who were benefitted.
<PAGE> 25
PROXY
BUFFALO CAPITAL VIII, LTD.
36 West 25th Street - Second Floor
New York, New York 10010
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
THE UNDERSIGNED hereby appoints and constitutes Mitchell Maxwell, Mark
Balsam, Anthony R. Russo, and each of them, as his true and lawful agents and
proxies, with full power of substitution and revocation in each, to attend,
represent and to vote the shares of common stock of the undersigned at the
Annual Meeting of Shareholders of BUFFALO CAPITAL VIII, LTD., to be held at our
offices, 36 West 25th Street, Second Floor, New York, New York 10010 on June 21,
2000, at 10:00 a.m., local time and at any adjournment thereof, on all matters
coming before said meeting.
Management recommends a vote FOR items 1, 2, 3, 4 and 5 and SHARES WILL
BE SO VOTED UNLESS YOU INDICATE OTHERWISE:
1. Approval of the following individuals to serve on the Board of
Directors:
Mitchell Maxwell FOR AGAINST ABSTAIN
---- ---- ----
Mark Balsam FOR AGAINST ABSTAIN
---- ---- ----
Anthony R. Russo FOR AGAINST ABSTAIN
---- ---- ----
2. Approval of the change of the Company's state of incorporation from
Colorado to Delaware and the change of the Company's name to Momentum Holdings
Corporation, or some similar derivation thereof:
FOR AGAINST ABSTAIN
---- ---- ----
3. Approval of the recapitalization of our authorized shares
FOR AGAINST ABSTAIN
---- ---- ----
4. Ratification of Marden, Harrison & Kreuter, CPA's as the Company's
auditors for the fiscal year ended December 31, 2000:
FOR AGAINST ABSTAIN
---- ---- ----
5. To consider and act upon any matters which may properly come before
the Meeting or any adjournment thereof. The Board of Directors are not aware of
any business to come before the Meeting.
FOR AGAINST ABSTAIN
---- ---- ----
Dated: , 2000.
------------------------
----------------------------------------------------------
(Printed Name of Shareholder)
----------------------------------------------------------
(Signature of Shareholder)
<PAGE> 26
This Proxy Must Be Signed Exactly As Your Name Appears On Your Stock
Certificate. Executors, Administrators, Trustees, Etc., Should Give Full Title
As Such. If The Signer Is A Corporation, Please Sign Full Corporate Name By Duly
Authorized Officer.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY. THE FAILURE TO
CHECK A BLOCK WILL BE TAKEN AS A VOTE FOR THE PROPOSITION.
