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
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FIRST DELTAVISION, INC.
9005 Cobble Canyon Lane
Sandy, Utah 84093
(801) 942-0555
__________________
PROXY STATEMENT
__________________
Purpose.
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This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of First Deltavision, Inc.,
a Nevada corporation (the "Company"), 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, on Friday, January 28, 2000, at
2:00 o'clock p.m., Mountain Standard Time. The accompanying Notice of Special
Meeting of Stockholders, this Proxy Statement and the enclosed proxy are first
being mailed to stockholders on or about January 17, 2000.
The Company's Board of Directors has unanimously resolved to adopt
the following resolution, which will also be submitted to the Company's
stockholders at the Meeting:
(a) To adopt, ratify and approve the Consultant Compensation
Agreement No. 2 (the "Proposal") for the issuance of an aggregate of 100,000
shares of the Company's common stock to Leonard W. Burningham, Esq., the
Company's legal counsel, and David C. Merrell, the Company's President, 50,000
shares to each, for services rendered to the Company related to the
preparation of the June 30, 1999, 10-KSB Annual Report of the Company and its
10-QSB Quarterly Report for the quarter ended September 30, 1999.
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
reasonable and customary charges or expenses in this regard.
THE BOARD OF DIRECTORS MAKES NO RECOMMENDATION ON THE AFOREMENTIONED
PROPOSAL. MESSRS. MERRELL AND BURNINGHAM ARE ALREADY PRINCIPAL STOCKHOLDERS
OF THE COMPANY, AND OWN A SUFFICIENT NUMBER OF SHARES OF THE OUTSTANDING
VOTING SECURITIES OF THE COMPANY TO ENSURE ADOPTION OF THE PROPOSAL.
Record Date and Outstanding Shares.
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The Board of Directors has fixed January 6, 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.
Proxies and Revocability of Proxies.
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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.
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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. Messrs. Burningham and
Merrell own sufficient shares to constitute 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 on 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. No other matter 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 the Proposal shall be sufficient to adopt,
ratify and approve the Proposal.
Dissenters' Rights of Appraisal.
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The Nevada Revised Statutes do not provide for dissenters' rights
with respect to the Proposal.
PROPOSAL -- ADOPTION OF CONSULTANT COMPENSATION AGREEMENT NO. 2
RESOLVED, that the Company adopt, execute and deliver a written
compensation agreement to be known as the "Consultant Compensation
Agreement No. 2 (the "Plan")," a copy of which is attached hereto
and incorporated herein by reference, to issue securities for the
non-capital raising services on and as valued on the respective
Counterpart Signature Pages for the signatures of the officer and
the Consultant under the Plan, to-wit: David C. Merrell (50,000);
and Leonard W. Burningham, Esq., (50,000).
FURTHER, RESOLVED, that the offer, sale and issuance of such
securities be made pursuant to an S-8 Registration Statement;
FURTHER, RESOLVED, that David C. Merrell, President and a Director
of the Company, be the Agent for all purposes under the Plan,
until a successor President has been appointed or elected and
qualified;
FURTHER, RESOLVED, that the Company's principal executive office
address be the address of the Company for all purposes under the
Plan;
FURTHER, RESOLVED, that such securities be deemed fully paid and
non-assessable on their issuance in accordance with the terms and
provisions of the Plan;
FURTHER, RESOLVED, that Branden T. Burningham, Esq. be and he is
hereby authorized to prepare such registration statement on behalf
of the Company.
Interest of Certain Persons in Matters to be Acted Upon.
- --------------------------------------------------------
Except as indicated below, no director, executive officer, nominee
to become such, 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 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.
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As of January 6, 2000, the Record Date for the determination of
holders of the Company's Common Stock entitled to notice of and to vote at the
Meeting and any adjournment thereof, a total of 235,000 shares of common
stock were outstanding.
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:
Positions Number and Percentage
Held of Shares Beneficially Owned
Name and Address
David C. Merrell President 136,648 58.148%
9005 Cobble Canyon Lane and Director
Sandy, Utah 84093
Todd D. Ross Secretary/ 4,027 1.714%
38 South 1650 West Treasurer and
Cedar City, Utah 84720 Director
Leonard W. Burningham, Esq. Stockholder 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 Proposal. No other votes are required or
necessary.
Other Matters.
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The Board of Directors is not aware of any business other than the
aforementioned Proposal that will be presented for consideration at the
Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
January 6, 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 FRIDAY, JANUARY 28, 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.
Please complete this proxy by clearly marking the appropriate column,
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 - ADOPTION OF CONSULTANT COMPENSATION AGREEMENT NO. 2. Shall
the Consultant Compensation Agreement No. 2 be adopted, ratified and approved
for the issuance of an aggregate of 100,000 shares to David C. Merrell and
Leonard W. Burningham, Esq., 50,000 shares to each, for services rendered to
the Company related to the preparation of the June 30, 1999, 10-KSB Annual
Report of the Company and its 10-QSB Quarterly Report for the quarter ended
September 30, 1999.
YES NO ABSTAIN
____ ____ ____
The undersigned hereby acknowledges receipt of the Company's Proxy
Statement dated January 6, 2000, and expressly revokes any and all proxies
heretofore given or executed by the undersigned with respect to the shares of
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 proposal is
being proposed by, the Board of Directors of the Company. The proposal to be
voted on is 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.
