SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
FIRST DELTAVISION, INC.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction
applies: N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined: N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: $0.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $0.
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
<PAGE>
FIRST DELTAVISION, INC.
9005 Cobble Canyon Lane
Sandy, Utah 84093
(801) 942-0555
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished to the stockholders in connection with
the solicitation of proxies by the Board of Directors of First Deltavision,
Inc., a Nevada corporation (the "Company" or "Deltavision"), to be voted at
the special meeting of stockholders of the Company (the "Meeting"). The
Meeting is to be held at 455 East 500 South, #205, Salt Lake City, Utah,
84111, on Monday, June 19, 2000, at 3:00 o'clock p.m., Mountain Daylight Time.
The accompanying Notice of Special Meeting of Stockholders, this Proxy
Statement and the enclosed Form of Proxy are first being mailed to
stockholders on or about June 9, 2000.
The Company's Board of Directors has unanimously resolved to adopt the
following resolutions, which will also be submitted to the Company's
stockholders at the Meeting:
1. TO effect a forward split of its outstanding voting
securities on a basis of 1.85567, while retaining
the current authorized capital and par value, with
appropriate adjustments in the capital accounts of the
Company;
2. To authorize the Board of Directors to change the name of
the Company to conform with the business or industry that
the Board of Directors determines to engage in or conforms
with the name or names of any property or business
acquired by the Company.
APPROXIMATE MAILING DATE JUNE 9, 2000
The cost of preparing, printing and mailing each of these documents and
of the solicitation of proxies by the Company will be borne by the Company.
Solicitation will be made by mail. The Company will request brokers,
custodians, nominees and other like parties to forward copies of proxy
materials to beneficial owners of the Company's $0.001 par value common stock
(the "Common Stock") and will reimburse such parties for their related
reasonable and customary charges or expenses. The estimated expense of this
solicitation is approximately $2,500.
THE BOARD OF DIRECTORS RECOMMEND A VOTE IN FAVOR OF THE
AFOREMENTIONED PROPOSALS.
OUTSTANDING SHARES, VOTING AND PROXIES
Record Date and Outstanding Shares.
-----------------------------------
The Board of Directors has fixed June 1, 2000, as the record date for the
determination of holders of Common Stock entitled to notice of and to vote at
the Meeting. At the close of business on that date, there were 235,000 shares
of Common Stock outstanding and entitled to vote. Holders of Common Stock
will be entitled to one vote per share held and are not entitled to cumulative
voting regarding either proposal being submitted at the Meeting.
Proxies and Revocability of Proxies.
------------------------------------
The enclosed Proxy is being solicited by the Board of Directors for use
at the Meeting and any adjournments thereof and will not be voted at any other
meeting. All proxies that are properly executed, received by the Company
prior to or at the Meeting and not properly revoked will be voted at the
Meeting or any adjournment thereof in accordance with the instructions given
therein.
Any Proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by
(i) filing with the President of the Company, at or before the taking of the
vote at the Meeting, a written notice of revocation bearing a later date than
the date of the Proxy; (ii) duly executing a subsequent Proxy relating to the
same shares and delivering it to the President of the Company before the
Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute a revocation of
a Proxy). Any written notice revoking a Proxy should be sent to First
Deltavision, Inc., 9005 Cobble Canyon Lane, Sandy, Utah 84093, Attention:
David C. Merrell, President, or hand delivered to the President, at or before
the taking of the vote at the Meeting.
Quorum and Voting.
------------------
The presence in person or by proxy of a majority 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 in favor of all matters to be voted upon as set forth in
the Proxy and, at the discretion of the persons named in the Proxy, on any
other business that may properly come before the Meeting. Management knows of
no other matter that is anticipated to be presented to the Meeting.
Under applicable law, if a quorum is present at the Meeting, the
plurality of votes cast in favor of a proposal shall be sufficient to adopt,
ratify and approve the proposal; however, to effect an amendment to the
Articles of Incorporation of the Company, a vote in person or by proxy of
stockholders owning a majority of the shares entitled to vote at the Meeting
is required.
David C. Merrell, the Company's President, and Leonard W. Burningham,
Esq., the Company's legal counsel, collectively own 165,698 shares or 70.509%
of the presently outstanding voting securities of the Company, and intend to
vote in favor of the Proposals. No other votes are required or necessary.
Mr. Merrell is the beneficial owner of an additional 100,000 shares of
the Company's Common Stock that were authorized to be issued at a special
meeting of the stockholders that was called and held on January 28, 2000,
pursuant to a Definitive Proxy Statement filed with the Securities and
Exchange Commission, but have not yet been issued; and Mr. Burningham is the
beneficial owner of an additional 100,000 shares that were similarly
authorized to be issued but have not yet been issued. These shares are not
entitled to be voted at this Meeting and are not included in the foregoing
computations. Mr. Merrell would own approximately 48% of the outstanding
voting securities of the Company, and Mr. Burningham would own approximately
34%, if these securities had been issued and were entitled to be voted at the
Meeting. See the caption "Voting Securities and Principal Holders Thereof,"
below.
DISSENTERS' RIGHTS OF APPRAISAL
The Nevada Revised Statutes do not provide for dissenters' rights with
respect to the Proposals being presented at the Meeting.
PROPOSAL 1 - AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO AUTHORIZE A
1.85567 FOR ONE FORWARD SPLIT OF THE OUTSTANDING COMMON STOCK.
The Company's Board of Directors has voted to authorize a 1.85567 for one
forward split of the outstanding Common Stock of the Company while retaining
the current authorized capital and par value, with appropriate adjustments in
its capital accounts. This forward split will also affect the shares
authorized to be issued to Messrs. Merrell and Burningham outlined above,
along with certain other securities that the Board of Directors has authorized
to be issued (an additional 100,000 shares) for preparing a required Business
Plan that includes the present and intended industries or fields in which the
Company intends to conduct its future business operations, and that takes into
account any present or proposed acquisitions. These additional 100,000 shares
shall not be issued unless the Company adopts the Business Plan presented.
See the heading "Changes in Control" of the Caption "Voting Securities and
Principal Holders Thereof," below.
The primary reasons for this forward split are to increase the "public
float" of the Company's securities and to adopt a structure that will allows
the Company to complete an Asset Purchase Agreement (see the heading "Changes
in Control" of the caption "Voting Securities and Principal Holders Thereof,"
below. Management recommends a vote in favor of this Proposal.
PROPOSAL 2 - AUTHORIZE THE BOARD OF DIRECTORS TO FILE AN AMENDMENT TO THE
COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO A
NAME THAT CONFORMS WITH THE BUSINESS OR INDUSTRY THAT THE BOARD OF DIRECTORS
DETERMINES TO ENGAGE IN OR CONFORMS WITH THE NAME OR NAMES OF ANY PROPERTY OR
BUSINESS ACQUIRED BY THE COMPANY.
The principal purpose of this Proposal is to save the cost and expense of
another proxy solicitation once the Company determines what business or
industry in which it intends to conduct business operations, by private or
public financing or by acquisition. Management also recommends a vote in
favor of this Proposal.
INTEREST OF MANAGEMENT IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee to become a director, or any
associate of any of the foregoing persons, has any substantial interest,
direct or indirect, by security holdings or otherwise, in the matters to be
submitted to a vote of the stockholders at the Meeting, which is not shared by
all other stockholders, pro rata, and in accordance with their respective
interests in the Company.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth the share holdings of management and those
persons who own more than five percent of the Company's Common Stock
Number and Percentage
Name and Address of Shares Beneficially Owned
---------------- ----------------------------
David C. Merrell 136,648 58.148%
9005 Cobble Canyon Lane
Sandy, Utah 84093
Todd D. Ross 4,027 1.714%
38 South 1650 West
Cedar City, Utah 84720
Leonard W. Burningham, Esq. 29,050 12.361%
455 East 500 South, Suite #205
Salt Lake City, Utah 84111
TOTALS: 169,725 72.223%
Messrs. Merrell and Burningham collectively own 165,698 shares or 70.509%
of the presently outstanding voting securities of the Company, and intend to
vote in favor of the Proposals. No other votes are required or necessary.
Mr. Merrell is the beneficial owner of an additional 100,000 shares of
the Company's Common Stock that were authorized to be issued at a special
meeting of the stockholders that was called and held on January 28, 2000,
pursuant to a Definitive Proxy Statement filed with the Securities and
Exchange Commission, but have not yet been issued; and Mr. Burningham is the
beneficial owner of an additional 100,000 shares that were similarly
authorized to be issued but have not yet been issued. These shares are not
entitled to be voted at this Meeting and are not included in the foregoing
computations. Mr. Merrell would then own approximately 48% of the outstanding
voting securities of the Company, and Mr. Burningham then would own
approximately 34%.
Changes in Control.
-------------------
There are no present arrangements or understandings that may result in a
change in control of Deltavision, and there has been no change in control of
Deltavision since the beginning of its current fiscal year, January 1, 2000;
however, Deltavision is presently involved in negotiations to acquire certain
assets that include patents and patent applications, know-how and related
commercial licensing agreements that generally involve the development and
marketing of vanadium energy storage systems, partially in consideration of
the exchange of "restricted securities" in an amount that would involve a
change in control if the acquisition presently being discussed were completed,
and cash. There is a Letter of Intent outlining this acquisition, but there
are numerous conditions to be satisfied before any such transaction could be
finalized; accordingly, there can be no assurance that these negotiations will
result in the execution of a definitive agreement or any change in control.
Primary conditions to the completion of any such transaction include the
deposit of substantial funding by one or more of the firms that introduced
this opportunity to the Company and that are required to be paid as partial
consideration for the assets to be acquired; and a review of the particular
industry in which these assets will be utilized, with the formulation of a
Business Plan that includes the present and intended post-acquisition business
operations during the next 12 months, required funding or cash requirements
and sources, if any, material purchases of plant and equipment and available
funding or financing arrangements, with this Business Plan to be prepared on
the assumption that the acquisition has been completed.
VOTE REQUIRED FOR APPROVAL
A majority of the outstanding voting securities of the Company
constitutes a quorum for the transaction of business at any Meeting. Under
applicable law, if a quorum is present at the Meeting, the plurality of votes
cast in favor of the Proposals shall be sufficient to adopt, ratify and
approve the Proposals; however, to effect an amendment to the Articles of
Incorporation of the Company, a vote in person or by proxy of stockholders
owning a majority of the shares entitled to vote at the Meeting is required.
OTHER MATTERS
The Board of Directors of the Company is not aware of any business other
than the aforementioned Proposals that will be presented for consideration at
the Meeting. If other matters properly come before the Meeting, it is the
intention of the person or persons named in the enclosed Proxy to vote thereon
in accordance with their best judgment.
By Order of the Board of Directors
June 9, 2000 David C. Merrell
Salt Lake City, Utah Chairman of the Board and Chief
Executive Officer
<PAGE>
APPENDIX "A"
PROXY
FOR THE SPECIAL MEETING OF STOCKHOLDERS OF
FIRST DELTAVISION, INC.
TO BE HELD MONDAY, JUNE 19, 2000
By completing and returning this Proxy to First Deltavision, Inc. (the
"Company"), you will be designating David C. Merrell, the President
of the Company, to vote all of your shares of the Company's Common Stock as
indicated below, or you may insert the name of any other person here:
------------------------------------------------------------------------------
Please complete this Proxy by clearly marking the appropriate column(s),
filling out the stockholder information and dating below, and return to the
Company in the enclosed self-addressed, envelope.
Matters of business are as follows:
PROPOSAL 1 - AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO AUTHORIZE A
1.85567 FOR ONE FORWARD SPLIT OF THE OUTSTANDING COMMON STOCK.
YES NO ABSTAIN
____ ____ ____
PROPOSAL 2 - AUTHORIZE THE BOARD OF DIRECTORS TO AMEND THE COMPANY'S ARTICLES
OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO A NAME THAT CONFORMS
WITH THE BUSINESS OR INDUSTRY THAT THE BOARD OF DIRECTORS DETERMINES TO ENGAGE
IN OR CONFORMS WITH THE NAME OR NAMES OF ANY PROPERTY OR BUSINESS ACQUIRED BY
THE COMPANY.
YES NO ABSTAIN
____ ____ ____
The undersigned hereby acknowledges receipt of the Company's Definitive
Proxy Statement dated June 9, 2000, and expressly revokes any and all proxies
heretofore given or executed by the undersigned with respect to the shares of
Common Stock represented in this Proxy. Please sign exactly as your name
appears on your stock certificate(s). Joint owners should both sign. If
signing in a representative capacity, give full titles and attach proof of
authority unless already on file with the Company.
Dated: ____________, 2000 _________________________________
Name of stockholder (Please print
legibly)
Number of shares: ____________ _________________________________
Signature
This Proxy is being solicited by, and the above-referenced Proposals are
being proposed by, the Board of Directors of the Company. The Proposals to be
voted on are not related to or conditioned on the approval of any other
matter. You may revoke this Proxy at any time prior to the vote thereon.
As of June 1, 2000, which is the record date for determining the
stockholders who are entitled to notice of and to vote at the Meeting, the
Board of Directors of the Company is not aware of any other matters to be
presented at the Meeting. If no direction is indicated on a Proxy that is
executed and returned to the Company, it will be voted "FOR" the Proposals set
forth above. Unless indicated below, by completing and returning this Proxy,
the stockholder grants to Mr. Merrell the discretion to vote in accordance
with his best judgment on any other matters that may be presented at the
Meeting.
____ Withhold discretion to vote on any other matter presented at
the Meeting.
APPENDIX B
FIRST DELTAVISION, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 19, 2000
TO ALL STOCKHOLDERS:
NOTICE is hereby given that a special meeting of the stockholders of
First Deltavision, Inc., a Nevada corporation (the "Company"), will be held at
455 East 500 South, Suite #205, Salt Lake City, Utah 84111, on Monday, June
19, 2000, at 3:00 p.m. Mountain Daylight Time, (hereinafter, the "Meeting").
The Meeting will be held for the following purposes
1. To amend the Company's Articles of Incorporation to effect a
forward split of its outstanding voting securities on a basis of 1.85567 for
one, while retaining the current authorized capital and par value, with
appropriate adjustments in the capital accounts of the Company;
2. To authorize the Board of Directors to amend the Company's
Articles of Incorporation to change its name to conform with the business or
industry that the Board of Directors determines to engage in or conforms with
the name or names of any property or business acquired by the Company.
3. To transact any other business that may properly come before the
Meeting.
As of the date of this Notice, the Board of Directors of the Company is
not aware of any other business to come before the Meeting.
Only stockholders of record at the close of business on June 1, 2000,
are entitled to notice of and to vote at the Meeting or any adjournment
thereof.
Please complete, sign and date the enclosed Proxy and return it promptly
in the enclosed envelope. If you attend the Meeting, you may revoke the Proxy
and vote personally on all matters brought before the Meeting.
By Order of the Board of Directors
David C. Merrell
President and Director
June 9, 2000
Salt Lake City, Utah
