SENTRY ACCOUNTING, INC.
321 N. Kentucky Avenue, Suite 1
Lakeland, FL 33801
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INFORMATION STATEMENT PURSUANT TO SECTIONS 14(C) AND 14(F)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
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WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
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This Information Statement (the "Information Statement") is being mailed on
or about July 12, 1999 to the holders of record at the close of business on July
2, 1999, of the common stock, no par value (the "Common Stock") of Sentry
Accounting, Inc. (the "Company"), in connection with the Company's possible
acquisition of TravelNow.com Inc. ("TravelNow") and appointment of certain
persons to the Board of Directors of the Company other than at a meeting of the
shareholders of the Company.
This Information Statement is also being mailed to the Company's
shareholders in connection with a proposed action by written consent to
authorize and approve: Amendments to the Company's Certificate of Incorporation
to (a) change the name of the Company to "TravelNow.com Inc."; (b) to authorize
a class of Preferred Stock, consisting of 25,000,000 authorized shares, no par
value and to authorize the Board of Directors to issue such Preferred Stock in
one or more series, without further approval of stockholders of the Company and
permit the Board of Directors to establish the attributes of any series of
Preferred Stock prior to the issuance of any such series. Members of the Board
of Directors and officers own or have voting authority for 2,001,000 shares of
Common Stock. These shareholdings represent approximately 80.2894% of the total
outstanding votes of all issued and outstanding Common Stock of the Company and
are sufficient to take the proposed action on the record date of July 2, 1999.
Dissenting shareholders do not have any statutory appraisal rights as a result
of the action taken. All members of the Board of Directors have indicated their
intentions to execute written consents in favor of the proposed action on behalf
of the shares of the Company which they own or for which they have voting
authority. The Board of Directors does not intend to solicit any proxies or
consents from any other shareholders in connection with this action.
Pursuant to the provisions of Florida law and the Company's Certificate of
Incorporation, the amendments require the approval of a majority of such shares.
Accordingly, the vote of the Board is sufficient to approve these matters, which
the Company's management believes is in the best interests of the Company and
its shareholders.
This Information Statement is being distributed pursuant to the
requirements of Sections 14(c) and 14(f) of the Securities Exchange Act of 1934.
The entire cost of furnishing this Information Statement will be borne by
the Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of the Common Stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in connection therewith.
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INFORMATION RELATING TO THE COMPANY'S COMMON STOCK
The shares of Common Stock are the only class of voting securities of the
Company outstanding. Each share of Common Stock is entitled to one vote per
share on all matters submitted to a vote of the shareholders. As of July 2, 1999
the Company had 2,491,000 shares of the common stock outstanding.
CHANGE OF CONTROL OF THE COMPANY
The Company has been negotiating the terms of an Agreement and Plan of
Reorganization (the "Agreement") to acquire (the "Acquisition") 100% of the
issued and outstanding common stock of TravelNow for an aggregate of 1,475,533
shares of common stock of the Company. The Company is hopeful that the
Acquisition will close on or about July 15, 1999. Pursuant to the Agreement, the
Company will issue an aggregate 1,475,533 shares of Common Stock to the
TravelNow shareholders and retire certain shares owned by present management.
Accordingly, assuming the closing with TravelNow, the new combined entity will
have approximately 1,966,533 shares issued and outstanding.
The Agreement will be filed with the Company's Form 8-K as soon after it is
completed as an exhibit which will be filed via EDGAR with the Securities and
Exchange Commission. Further information concerning the acquisition of TravelNow
will be available upon the closing of the Acquisition. The description in this
Information Statement of the Agreement and its terms and conditions is qualified
in its entirety by reference to the Agreement and the respective exhibits and
schedules thereto and is not, and does not purport to be, complete.
Based on the negotiations to date, upon the closing of the Acquisition,
TravelNow's shareholders will own approximately 75% of the outstanding Common
Stock and will be able to elect new directors and officers either at a meeting
of shareholders or by written consent.
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BOARD OF DIRECTORS
General
Management of the Company, prior to the Acquisition (collectively referred
to as "Prior Management") is set forth below:
Name Position
---- --------
Teresa B. Crowley Chairman of the Board, Chief Executive
Officer, President and Secretary
Prior Management will resign effective as of the closing of the Acquisition
(scheduled for on or about July 15, 1999 or ten days following the mailing of
this Information Statement, whichever is later) and the following individuals
(collectively referred to as "New Management") will be nominated to assume the
positions set forth next to their names:
Name Age Position
---- --- --------
Jeff Wasson 25 Chairman of the Board and President
Chris Noble 27 Chief Executive Officer, Secretary
and Director
Jeff Wasson, Chairman of the Board and President: Mr. Wasson co-founded
TravelNow in 1995, Mr. Wasson has been responsible for the day to day operations
of the Company. Mr. Wasson has helped develop the first unbiased centralized
hotel directory and reservation system on the Internet, has formed strategic
links with more than 10,000 Internet sites and is responsible for making
personnel decisions. From 1991-1995 Mr. Wasson was a student at the University
of Missouri majoring in Travel and Tourism where he completed 116 hours before
departing to work full time on the business concepts of TravelNow.
Chris Noble, Chief Executive Officer, Secretary and Director: Mr. Noble
co-founded TravelNow in 1995. Since 1995, Mr. Noble has been responsible for the
development of software utilized by TravelNow. Mr. Noble assisted in the
development of the first unbiased centralized hotel directory and reservation
system. Mr. Noble has also created a powerful presence in the on-line community
by corresponding with thousands of web sites to develop strategic link
partnerships. Prior to 1995 Mr. Noble was a student at both Southwest Missouri
State University and Southwest Texas State University.
Each member of New Management has been nominated to serve in such position
until the next annual meeting of shareholders and until their successors have
been duly elected and shall have qualified.
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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date information
concerning ownership of the Company's securities by (i) each Director, (ii) each
executive officer, (iii) all Directors and executive officers as a group; and
(iv) each person known to the Company to be the beneficial owner of more than
five percent of each class:
Name and Address(1) Amount and Nature Percent of
Title of Class of Beneficial Owner(2) of Beneficial Ownership Class(3)
- -------------- ----------------------- ----------------------- --------
Common Stock Teresa B. Crowley 2,000,000(4) 80.2890%
Donald R. Mastropietro 1,000 .0004%
All executive
officers and
Directors as
a Group
(2 persons) 2,001,000 80.2894%
- -------------
(1) Unless otherwise indicated, the address of each beneficial owner is c/o
Sentry Accounting, Inc., 321 N. Kentucky Avenue, Suite 1, Lakeland, FL
33801.
(2) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise indicated, represents
securities for which the beneficial owner has sole voting and investment
power.
(3) Based upon 2,491,000 shares outstanding on July 2, 1999.
(4) Held in the name TBC Investments, Inc., a Florida corporation solely owned
by Teresa B. Crowley.
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EXECUTIVE COMPENSATION
Name of Individual Capacity Year First Elected
- ------------------ -------- ------------------
Teresa B. Crowley President 1998
Donald R. Mastropietro Vice President 1996
Ms. Crowley is employed by the Company at an annual salary of $48,000
beginning in January, 1999. In 1998, Ms. Crowley received $3,000. Ms. Crowley
does not have an employment agreement with the Company.
Mr. Mastropietro is employed by the Company at an annual salary of $40,000
beginning in January, 1999. In 1996, Mr. Mastropietro received no compensation.
In 1997 and 1998, Mr. Mastropietro received $12,650 and $10,500 respectively.
Mr. Mastropietro does not have an employment agreement with the Company.
Sentry's directors are not compensated and the Company has no compensation
plan for its directors. The Company's directors are elected by the shareholders
at an annual meeting. The last annual meeting was held on April 7, 1998 at which
time one of the two available seats was filled by Mr. Mastropietro. On September
30, 1998, by unanimous vote of the board, Ms. Crowley was added to the board to
serve until the next annual meeting or until her successor was duly qualified,
and on that date, Mr. Mastropietro resigned.
APPROVAL OF AMENDMENTS TO THE COMPANY'S
CERTIFICATE OF INCORPORATION
The Company's board of directors, in anticipation of closing the above
described transaction, approved amendments to the Company's Certificate of
Incorporation to (a) change the name of the Company to TravelNow.com Inc.; (b)
to authorize a class of Preferred Stock, consisting of 25,000,000 authorized
shares, no par value and to authorize the Board of Directors to issue such
Preferred Stock in one or more series, without further approval of stockholders
of the Company and permit the Board of Directors to establish the attributes of
any series of Preferred Stock prior to the issuance of any such series. The
Board, which holds approximately 80.2894% of the Company's common stock has
approved these actions and will vote their shares in favor of these matters at
the meeting.
Change of Corporate Name
The Company is negotiating an Agreement and Plan of Reorganization
("Agreement") with shareholders owning 100% of TravelNow.com Inc. ("TravelNow")
regarding the potential acquisition by the Company of all of the issued and
outstanding common stock of TravelNow. At present, if negotiations continue, it
is anticipated that a closing will occur on or about July 15, 1999 and
management believes it is prudent to take the necessary corporate actions to
consummate the acquisition. In the event the closing does not occur, the Company
will maintain its present name.
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The change of corporate name will become effective upon the filing with the
Secretary of State of an amendment to the Company's Certificate of Incorporation
which states that, upon the filing of the Certificate of Amendment the name of
the Corporation will be TravelNow.com Inc.
Authorization of Preferred Stock
Shares of the Company's Preferred Stock authorized by the proposed
amendment may be used in connection with the acquisition of one or more
corporations or business entities, may be issued in order to augment the capital
of the company or may be issued for any other general corporate transaction or
purpose. If the stockholders approve the proposed amendment, the Board of
Directors of the Company will be authorized to issue all of the Preferred Stock
in one or more series in such transactions as the Board of Directors deems
appropriate without further stockholder approval. A majority vote of the issued
and outstanding shares of the Company is required for approval of the proposed
amendment.
The Certificate of Incorporation of the Company as amended presently does
not authorize the Company to issue any class of Preferred Stock. The proposed
amendment to the Certificate of Incorporation authorizes a class of Preferred
Stock consisting of 25,000,000 shares, no par value per share, and further
authorizes the Board of Directors to issue the Preferred Stock in one or more
series and permits the Board of Directors to establish the attributes of each
series of Preferred Stock prior to the issuance thereof. Thus, the terms of the
proposed securities, including dividends or interest rates, conversion prices,
voting rights, redemption prices, maturity dates and similar matters will be
determined by the Board of Directors.
The Board of Directors believes it is advisable to authorize the Preferred
Stock so that there will be sufficient shares available for issuance for such
purposes as the Board of Directors may determine to be in the best interest of
the Company. There may be, however, certain disadvantages to the additional
flexibility afforded the Company as a result of the authorization of a class of
Preferred Stock. The adoption of the proposed amendment will permit the Company
to issue shares of Preferred Stock having voting rights, thus diluting the
voting and ownership interest of existing shareholders. Such action may have the
effect of discouraging potential purchasers from making a tender offer or other
unilateral attempt to take over or obtain control of the Company since the
issuance of shares of voting Preferred Stock could dilute the voting power of
any person seeking to obtain control of the Company, particularly if Preferred
Stock were issued with voting rights in excess of one vote per share had the
right to vote separately by class respecting some matters, or had other special
rights. Such action could in addition increase the cost of any takeover attempt
because of the increased number of shares outstanding. Such tender offer or
take-over attempts may be beneficial to the Company and its stockholders and the
discouragement thereof might deprive the Company's stockholders of advantageous
opportunities to sell their shares of Common Stock at higher prices than would
otherwise prevail. The Board of Directors of the Company does not have any
commitment or understanding relating to the issuance of the Preferred Stock in
any future transaction.
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Discussion of the Amendment
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Under the Company's Amended Certificate of Incorporation, the Board of
Directors of the Company will have the authority to issue authorized and
unissued shares of Preferred Stock without obtaining approval from the holders
of the Common Stock. The holders of the Company's Common Stock and Preferred
Stock do not have preemptive rights. The Preferred Stock provisions give the
Board of Directors broad authority to issue shares of Preferred Stock in one or
more series and to determine such matters as the dividend rate and preference,
voting rights, conversion privileges, redemption provisions, liquidation
preferences and other rights of each series. Each share of Common Stock is
entitled to one vote. The holders of any series of preferred stock issued in the
future will be entitled to such voting rights as may be specified by the Board
of Directors.
Because of the broad powers granted to the Board of Directors to issue
shares of Preferred Stock and determine the rights, preferences and privileges
of the holders of such series, the board has the power to issue shares of
Preferred Stock in a manner which could be used as a defensive measure against a
hostile takeover or to keep the Board of Directors in power. However, the Board
of Directors has no present plans to issue shares for such purpose.
The Board of Directors of the Company believes it will benefit the
shareholders to have Preferred Shares available for issuance in connection with
a possible financing of the Company's business or an acquisition, although,
except for discussions with TravelNow, the Company has no plans, arrangements,
understanding or commitments with respect to the issuance of such shares.
Approval Required
The approval of a majority of the outstanding stock entitled to vote will
be necessary to approve the proposed amendment. As discussed above, the
Company's Board of Directors, on July 2, 1999 the record date of the
transaction, hold voting authority for stock representing approximately 80.2894%
of the votes of the Company's outstanding stock. They have executed written
consents voting those shares in favor of the proposed amendment. The Board of
Directors does not intend to solicit any proxies or consents from any other
shareholders in connection with this action.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports and other
information with the Commission. The Registration Statement and such reports and
other information may be inspected without charge at the Public Reference Room
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices located at Seven World
Trade Center, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may be obtained from the Public
Reference Room of the Commission at 450 Fifth Street, N.W., Washington D.C.
20549, at prescribed rates. Information on the operation of the Public Reference
Room is available by calling the Commission at 1-800-SEC-0330. In addition, the
Commission maintains an Internet site where the Registration Statement and other
information filed with the Commission may be retrieved, and the address of such
site is http://www.sec.gov. Statements made in this Prospectus concerning the
contents of any document referred to herein are not necessarily complete.
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INCORPORATION BY REFERENCE
The following documents filed with the Commission by the Company are hereby
incorporated by reference into this Information Statement:
(1) The Company's Form 10-SB, as most recently amended.
(2) Articles of Amendment to the Articles of Incorporation of Sentry
Accounting, Inc.
OTHER MATTERS
The Board of Directors does not know of any other matters to be brought
before the meeting.
By Order of the Board of Directors
/s/ Teresa B. Crowley
---------------------
Teresa B. Crowley
Chairman of the Board
July 2, 1999
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ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
SENTRY ACCOUNTING, INC.
SENTRY ACCOUNTING, INC., a Florida corporation (the "Corporation"), hereby
certifies as follows:
1. The Articles of Incorporation of the Corporation are hereby amended by
deleting the present form of each of Articles I and IV in their entirety and by
substituting, in lieu thereof, the following:
"ARTICLE I
Corporate Name and Principal Office
-----------------------------------
The name of this corporation is TravelNow.com Inc. and its principal office
and mailing address is 318 Park Central East, Suite 306, Springfield, MO 65806."
and
"ARTICLE IV
Common Capital Stock
--------------------
The aggregate number of shares of capital stock authorized to be issued by
this Corporation shall be 50,000,000 shares of common stock, no par value per
share (the "Common Stock"), and 25,000,000 shares of preferred stock, no par
value per share (the "Preferred Stock"). Each share of issued and outstanding
Common Stock shall entitle the holder thereof to one vote on each matter with
respect to which shareholders have the right to vote, to fully participate in
all shareholder meetings, and to share ratably in the net assets of the
corporation upon liquidation or dissolution, but each such share shall be
subject to the rights and preferences of the Preferred Stock as hereinafter set
forth.
The Preferred Stock may be issued from time to time in one or more series
in any manner permitted by law, as determined from time to time by the Board of
Directors and stated in any resolution providing for the issuance of such shares
adopted by the Board of Directors pursuant to authority hereby vested in it,
each series to be appropriately designated, prior to the issuance of any shares
thereof, by some distinguishing letter, number or title. All shares of each
series of Preferred Stock shall be alike in every particular and of equal rank,
have the same powers, preferences and rights and be subject to the same
qualifications, limitations and restrictions, without distinction between the
shares of different series thereof, except in regard to the following
particulars, which may differ as to different series:
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(a) the annual rate of dividends payable and the dates from which such
dividend shall commence to accrue, if at all;
(b) the amount payable upon a share redemption and the manner in which
shares of a particular series may be redeemed;
(c) the amount payable upon any voluntary or involuntary liquidation,
dissolution or winding up of the corporation;
(d) the provisions of any sinking fund established with respect to the
shares of a series;
(e) the terms and rates of conversion or exchange, if shares of a series
are convertible or exchangeable; and
(f) the provisions as to voting rights, if any; provided that the shares
of any series of Preferred Stock having voting power shall not have
more than one vote per share.
Before any shares of a particular series of Preferred Stock are issued, the
designations of such series and its terms in respect of the foregoing
particulars shall be fixed and determined by the Board of Directors in any
manner permitted by law and stated in a resolution providing for the issuance of
such shares adopted by the Board of Directors pursuant to authority hereby
vested in it. Such designations and terms shall set forth in full or summarized
on the certificates for such series. The Board of Directors may increase the
number of such shares by providing that any unissued shares of Preferred Stock
shall constitute part of such series, or may decrease (but not below the number
of shares thereof then outstanding) the number of shares of any series of
Preferred Stock already created by providing that any unissued shares previously
assigned to such series shall no longer constitute part thereof. The Board of
Directors is hereby empowered to classify or reclassify any unissued shares of
Preferred Stock by fixing or altering the terms thereof in respect to the
above-referenced particulars and by assigning the same to an existing or newly
established series from time to time before the issuance of such shares.
The holders of shares of each series shall be entitled to receive, out of
any funds legally available therefor, when and as declared by the Board of
Directors, cash dividends at such rate per annum as shall be fixed by resolution
of the Board of Directors for such series, payable periodically on the dates
fixed by the Board of Directors for the series. Such dividends may be cumulative
or non-cumulative, deemed to accrue from day to day regardless of whether or not
earned or declared, any may commence to accrue on each shares of Preferred Stock
from such date or dates, all as may be determined and stated by the Board of
Directors prior to the issuance thereof. The corporation shall make dividend
payments ratably upon all outstanding shares of Preferred Stock in proportion to
the amount of dividends thereon to the date of such dividend payment, if any.
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As long as any shares of Preferred Stock shall remain outstanding, no
dividend (other than a dividend payable in shares ranking junior to such
Preferred Stock with respect to the payment of dividends or liquidated assets)
shall be declared or paid upon, nor shall any distribution be made or ordered in
respect of, shares of the Common Stock or any other class of shares ranking
junior to the shares of such Preferred Stock as to the payment or dividends or
liquidating assets, nor shall any monies (other than the net proceeds received
from the sale of shares ranking junior to the shares of such Preferred Stock as
to the payment of dividends or liquidating assets) be set aside for or applied
to the purchase or redemption (through a sinking fund or otherwise) of shares of
the Common Stock or of any other class of shares ranking junior to the shares of
such Preferred Stock as to dividends or assets unless:
(a) all dividends on the shares of Preferred Stock of all series for past
dividend periods shall have been paid and the full dividend on all
outstanding shares of Preferred Stock of all series for the then
current dividend period shall have been paid or declared and set apart
for payment; and
(b) the corporation shall have set aside all amounts, if any, required to
be set aside as and for sinking funds, if any, for the shares of
Preferred Stock of all series for the then current year, and all
defaults, if any, in complying with any such sinking fund requirements
in respect of previous years shall have been cured.
The corporation, at the option of the Board of Directors, may at any time
redeem the whole, or from time to time any part, of any series of Preferred
Stock, subject to such limitations as may be adopted by the Board authorizing
the issuance of such shares, by paying therefor in cash the amount which shall
have been determined by the Board of Directors, in the resolution authorizing
such series, to be payable upon the redemption of such shares at such time.
Redemption may be made of the whole or any part of the outstanding shares of any
one or more series, in the discretion of the Board of Directors; but if the
redemption shall be effected only with respect to a part of a series, the shares
to be redeemed may be selected by lot, or all of the shares of such series may
be redeemed pro rata, in such manner as may be prescribed by resolution of the
Board of Directors.
Subject to the foregoing provisions and to any qualifications, limitations,
or restrictions applicable to any particular series of Preferred Stock which may
be stated in the resolution providing for the issuance of such series, the Board
of Directors shall have authority to prescribe from time to time the manner in
which any series of Preferred Stock shall be redeemed.
Upon any liquidation, dissolution or winding up of the corporation, whether
voluntary or involuntary, the shares of Preferred Stock of each series shall be
entitled, before any distribution shall be made with respect to shares of Common
Stock or to any other class of shares junior to the shares of Preferred Stock as
to the payment of dividends or liquidating assets, to be paid the full
preferential amount fixed by the Board of Directors for such series as herein
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authorized; but the shares of Preferred Stock shall not be entitled to any
further payment and any remaining net assets shall be distributed ratably to all
outstanding shares of Common Stock. If upon such liquidation or dissolution of
the corporation, whether voluntary or involuntary, the net assets of the
corporation shall be insufficient to permit the payment to all outstanding
shares of Preferred Stock of all series of the full preferential amounts to
which they are respectively entitled, the entire net assets of the corporation
shall be distributed ratably to all outstanding shares of Preferred Stock in
proportion to the full preferential amount to which each such share is entitled.
Neither a consolidation nor a merger of the corporation with or into any other
entity nor the sale of all or substantially all of the assets of the corporation
shall be deemed to be a liquidation or dissolution within the meaning of this
paragraph."
2. The foregoing amendment shall become effective as of the close of
business on the date these Articles of Amendment are approved by the Florida
Department of State and all filing fees then due have been paid, all in
accordance with the corporation laws of the State of Florida.
3. The amendment recited in Section 1 above has been duly adopted in
accordance with the provisions of ss.607.1003, Florida Statutes, the Board of
Directors of the corporation having adopted a resolution setting forth such
amendment, declaring its advisability and directing that such amendment be
considered by the shareholders of the corporation; a majority in interest of the
corporation's single class of voting stock having voted in favor thereof by
written action dated July _____, 1999; and the number of votes cast for
amendment by the shareholders was sufficient for approval.
In witness whereof, the Corporation has caused these Articles of Amendment
to be prepared under the signature of its Chief Executive Officer and the
attestation of its Vice President, this _____ day of July, 1999.
Attest: SENTRY ACCOUNTING, INC.
By: By:
--------------------------- ----------------------------
Donald R. Mastropietro Teresa B. Crowley
Vice President Chief Executive Officer
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STATE OF FLORIDA
COUNTY OF POLK
The foregoing instrument was acknowledged before me, this _____ day of
July, 1999 by Teresa B. Crowley and Donald R. Mastropietro, individuals known to
me to be Chief Executive Officer and Vice President respectively of Sentry
Accounting, Inc., on behalf of the corporation and for the uses and purposes
described therein.
-----------------------------------
Notary Public Signature
Printed Name:
My Commission Expires:
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