<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 8, 1999.
REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------------
URBAN JUICE & SODA COMPANY LTD.
(Exact Name of Registrant as Specified in Its Charter )
WYOMING 5149 APPLIED FOR
(State or other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Industrial Identification Number)
Organization) Classification Code
Number)
1356 FRANCES STREET CT CORPORATIONS SYSTEM
VANCOUVER, B.C. V5L 1Y9 1720 CAREY AVENUE
CANADA CHEYENNE, WYOMING 82001
(800) 656-6050 (800) 362-1228
(Address and Telephone (Name, Address and
Number Telephone Number of Agent
of Registrant's Principal for Service)
Executive Offices)
- -------------------------------------------------------------------------------
<TABLE>
COPIES TO:
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
William E. Van Valkenberg, Esq. Jennifer Cue, Chief Financial Officer David Toyoda, Esq.
Jeffrey M. Heutmaker, Esq. Urban Juice & Soda Company Ltd. Catalyst Corporate Finance Lawyers
Van Valkenberg Furber Law Group P.L.L.C. 1356 Frances Street 1100 - 1055 West Hastings Street
1325 Fourth Avenue, Suite 1200 Vancouver, B.C. V5L 1Y9 Vancouver, B.C. V6E 2E9
Seattle, Washington 98101-2509 CANADA CANADA
U.S.A. Telephone: (800) 656-6050 Telephone: (604) 443-7016
Telephone: (206) 464-0460 Facsimile: (604) 253-4501 Facsimile: (604) 443-7000
Facsimile: (206) 464-2857
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
----------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT WHICH
RELATES TO THE CONTINUATION OF URBAN JUICE & SODA COMPANY LTD. ("URBAN CANADA")
FROM THE PROVINCE OF BRITISH COLUMBIA INTO URBAN JUICE & SODA CO., A WYOMING
CORPORATION ("URBAN WYOMING") PURSUANT TO THE ARTICLES OF CONTINUANCE DESCRIBED
HEREIN.
----------------------------------
If any of these securities being registered in this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. /X/
If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE PRICE(1) FEE(2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, without par value 19,150,163 US$0.54 US$10,341,088 US$2,875
- ----------------------------------------------------------------------------------------------------------------------------------
Total Registration Fee US$2,875
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on the maximum number of Common Shares, without par value, of
Urban Canada to be converted into Common Shares of Urban Wyoming upon
effectiveness of the Articles of Continuance, including 3,999,999 Common
Shares issuable upon exercise of currently outstanding warrants.
(2) Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act of 1933, as amended (the
"Securities Act"), and computed pursuant to Rule 457(f) under the
Securities Act by multiplying the average of the high and low prices of
Urban Canada' Common Shares on April 6, 1999, as reported on the
Vancouver Stock Exchange.
<PAGE>
- ----------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECAME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED ________________, 1999
URBAN JUICE & SODA COMPANY LTD.
PRELIMINARY PROXY STATEMENT
----------------
URBAN JUICE & SODA COMPANY LTD.
(a to-be-formed Wyoming corporation)
PROSPECTUS
This proxy statement/prospectus (the "Proxy Statement/Prospectus") is
being furnished to shareholders of Urban Juice & Soda Company Ltd., a British
Columbia corporation ("Urban Canada"), in connection with the solicitation of
proxies by the Board of Directors of Urban Canada for use at the Annual General
Meeting of Shareholders of Urban Canada to be held at ________________________
________________, Vancouver, British Columbia, on May 28, 1999, at ______ a.m.,
local time for the purposes set forth herein and in the accompanying Notice
of Annual General Meeting of Shareholders of Urban Canada. This Proxy
Statement/Prospectus also constitutes a prospectus of Urban Juice & Soda
Company Ltd., a to-be-formed Wyoming corporation ("Urban Wyoming"), with
respect to Common Shares of Urban Canada that will become Common Shares of
Urban Wyoming upon effectiveness of the continuation of Urban Canada into the
State of Wyoming (the "Continuation") pursuant to Articles of Continuation to
be filed by Urban Canada to effect the Continuation.
Upon effectiveness of the Continuation, Urban Canada will continue to
Wyoming as if it had been originally incorporated under the Wyoming Business
Corporation Act and each outstanding Common Share of Urban Canada will become
an outstanding Common Share of Urban Wyoming.
The proposed Continuation is contingent upon, among other things,
approval by the shareholders of Urban Canada. The proposed Continuation will
be consummated as soon as practicable after such approval is obtained and the
other conditions to the Continuation are satisfied or waived.
This Proxy Statement/Prospectus and the accompanying forms of proxy
are first being mailed to shareholders of Urban Canada on or about , 1999.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this proxy statement/prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This proxy statement/prospectus shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such state.
<PAGE>
This proxy statement/prospectus incorporates documents by reference
which are not presented herein or delivered herewith. Such documents are
available upon request from Jennifer L. Cue, Urban Juice & Soda Company Ltd.,
1356 Frances Street, Vancouver, British Columbia, Canada V5L 1Y9, telephone
(604) 654-6050. In order to ensure timely delivery of the documents, any
request should be made by a date five business days prior to the date on which
the final investment decision must be made.
The date of this Proxy Statement/Prospectus is _______________, 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
AVAILABLE INFORMATION
INCORPORATION OF DOCUMENTS BY REFERENCE
CONVENTION
SUMMARY
URBAN CANADA
THE CONTINUATION
INTRODUCTION
CONTINUATION SPECIAL RESOLUTION
ARTICLES OF CONTINUANCE
EFFECT OF THE CONTINUATION
APPRAISAL RIGHTS
CONVERSION OF SHARES
CONTINUING DISCLOSURE OBLIGATION
MARKETS AND MARKET PRICES
COMMON SHARES
COMMON SHARE PURCHASE WARRANTS
THE ANNUAL GENERAL MEETING
MANAGEMENT SOLICITATION AND APPOINTMENT OF PROXIES
REVOCATION OF PROXIES
RECORD DATE; SHAREHOLDERS ENTITLED TO VOTE AT THE ANNUAL GENERAL MEETING
VOTING OF SHARES AND PROXIES AND EXERCISE OF DISCRETION BY PROXYHOLDERS
VOTING BY SHOW OF HANDS
VOTING BY POLL
APPROVAL OF RESOLUTIONS
VOTING OF PROXIES AND EXERCISE OF DISCRETION BY PROXYHOLDERS
SOLICITATION OF PROXIES
TAX CONSEQUENCES OF THE CONTINUATION
UNITED STATES INCOME TAX CONSEQUENCES OF THE CONTINUATION
CANADIAN INCOME TAX CONSEQUENCES OF CONTINUATION
SUMMARY
DISCUSSION
CONSEQUENCES TO URBAN CANADA
CONSEQUENCES TO SHAREHOLDERS
INTEREST OF MANAGEMENT IN THE CONTINUATION
RIGHTS OF DISSENTING SHAREHOLDERS
RIGHT OF DISSENT
DISSENT PROCEEDINGS
URBAN CANADA BUSINESS
RISK FACTORS
URBAN CANADA MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
<PAGE>
MANAGEMENT
EXECUTIVE COMPENSATION
EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
COMPENSATION OF DIRECTORS
DIRECT REMUNERATION
OPTIONS, STOCK APPRECIATION RIGHTS AND OTHER RIGHTS TO PURCHASE
SECURITIES
SECURITIES UNDER OPTION
DIRECTORS' AND OFFICERS' INSURANCE
LONG-TERM INCENTIVE PLANS
PENSION BENEFITS
OTHER BENEFITS
DESCRIPTION OF URBAN CANADA CAPTIAL STOCK
COMMON SHARES
COMMON SHARE PURCHASE WARRANTS
TRANSFER AGENT AND REGISTRAR
SHAREHOLDER'S RIGHTS UNDER THE WYOMING BUSINESS CORPORATION ACT
THE CONSTATING DOCUMENTS
AMENDMENTS TO CONSTATING DOCUMENTS
SHARE CAPITAL
APPOINTMENT OF DIRECTORS
MANAGEMENT
RIGHTS OF SHAREHOLDERS
DISSENT RIGHTS UNDER THE WBCA
LEGAL MATTERS
APPENDIX A--ARTICLES OF CONTINUANCE
APPENDIX B--COMPANY ACT OF BRITISH COLUMBIA--DIVISION 2--DISSENT PROCEEDINGS
INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
UNDERTAKINGS
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
</TABLE>
<PAGE>
AVAILABLE INFORMATION
Urban Canada is subject to the informational requirements of the
Securities Exchange Act of 1934 (United States), as amended (the "Exchange
Act"), as applicable to foreign private issuers, and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Such information, and the reports and other information
filed with the Commission by Urban Canada can be inspected and copied at the
Commission's public reference facilities located at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the following
Regional Offices: 5670 Wilshire Boulevard, 11th Floor, Los Angeles, CA
90036-3648. Copies of such materials may also be obtained from the Commission
at prescribed rates by mailing a request to the Public Reference Section of the
Commission, at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549.
Urban Wyoming has filed with the Commission a Registration Statement on
Form S-4 (as amended and including the exhibits, the "Registration Statement")
under the Securities Act of 1933 (United States), as amended (the "U.S.
Securities Act"), covering the securities offered hereby. This Proxy
Statement/Prospectus, which forms a part of the Registration Statement, does
not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information, reference is hereby made to the
Registration Statement. The Registration Statement, including the exhibits and
schedules thereto, may be inspected without charge and copied, upon payment of
prescribed fees, at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
copies of such material and any part thereof may be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
INCORPORATION OF DOCUMENTS BY REFERENCE
Urban Canada's annual report on Form 20-F for the fiscal year ended
December 31, 1998, filed with the Commission on April ___, 1999 (the "1998
Form 20-F"), and the description of the Shares included in Urban Canada's
Registration Statement on Form 8-A, filed with the Commission on October 3,
1996, as amended, and Urban Canada's Form 6-K Report of Foreign Private
Issuer containing unaudited financial statements for the three months ended
March 31, 1999, are hereby incorporated by reference herein. In addition, all
filings on Form 20-F filed by Urban Canada pursuant to the Exchange Act, and,
to the extent designated therein, any reports on Form 6-K deposited by Urban
Canada with the Commission pursuant to the Exchange Act, after the initial
filing of the Registration Statement of which this Proxy Statement/Prospectus
forms a part and prior to the termination of the offering made hereby shall
be deemed to be incorporated by reference in this Proxy Statement/Prospectus
and to be a part hereof from the date of filing of such documents. Any
statement or information contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Proxy Statement/Prospectus to the extent that a
statement or information contained herein or in any other subsequently filed
document which also is deemed to be incorporated by reference herein modifies
or supersedes such statement or such information. The modifying or
superseding statement or information need not state that it has modified or
superseded a prior statement or prior information or include any other
information set forth in the document that it modifies or supersedes. The
making of a modifying or superseding statement or the inclusion of modifying
or superseding information shall not be deemed an admission that the modified
or superseded statement or information, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission of a
material fact required to be stated or necessary to make a statement or
information not misleading in light of the circumstances in which it was made.
Urban Canada will provide without charge to each person, including any
beneficial owner, to whom this Proxy Statement/Prospectus is delivered, upon
the written or oral request of such person, a copy of any or all of the
documents which have been or may be incorporated by reference in this Proxy
Statement/Prospectus, other than exhibits to such documents unless
specifically incorporated by reference into the information that this Proxy
Statement/Prospectus incorporates. Requests should be directed to Urban Canada
at 1356 Frances Street, Vancouver, British Columbia, Canada V5L 1Y9,
Attention: Jennifer L. Cue (Tel: (604) 654-6050).
<PAGE>
- -----------------------------------------------------------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Proxy Statement/Prospectus or in connection with the offer made hereby, and,
if given or made, such information or representations must not be relied upon
as having been authorized by Urban Canada. This Proxy Statement/Prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy,
the securities offered hereby to any person in any state or other
jurisdiction in which such offer or solicitation is unlawful. The delivery
of this Proxy Statement/Prospectus at any time does not imply that
information contained herein is correct as of any time subsequent to its date.
CONVENTION
Financial information herein is expressed in Canadian dollars ("$")
unless otherwise expressed in United States dollars ("US$"). Except as
otherwise noted, financial data in this Proxy Statement/Prospectus are presented
in accordance with generally accepted accounting principles as applied in Canada
("Canadian GAAP").
<PAGE>
SUMMARY
THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE
IN THIS PROXY STATEMENT/PROSPECTUS. THIS SUMMARY IS NOT, AND IS NOT INTENDED
TO BE, COMPLETE BY ITSELF. THIS PROXY STATEMENT/PROSPECTUS CONTAINS
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. URBAN
WYOMING'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE
FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET
FORTH UNDER "RISK FACTORS" AND ELSEWHERE IN THIS PROXY STATEMENT/PROSPECTUS.
THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE DETAILED
INFORMATION CONTAINED ELSEWHERE IN THIS PROXY STATEMENT/PROSPECTUS, THE
APPENDICES ATTACHED HERETO AND THE DOCUMENTS REFERRED TO HEREIN. SHAREHOLDERS
OF URBAN CANADA ARE URGED TO REVIEW CAREFULLY ALL OF THE INFORMATION CONTAINED
IN THIS PROXY STATEMENT/PROSPECTUS, THE ARTICLES OF CONTINUANCE ATTACHED HERETO
AS APPENDIX A AND THE OTHER APPENDICES ATTACHED HERETO.
URBAN CANADA
Urban Canada manufactures, markets and distributes a broad selection of
"alternative" or "New Age" beverages. Urban Canada created in 1994 and
launched in 1995 two proprietary brands, JONES SODA CO., "a traditional 90's
soda," and WAZU, a natural spring water.
Urban Canada was incorporated on December 23, 1986 under the British
Columbia Company Act ("BCCA") under the name 2072 Investment Ltd. On September
25, 1987, Urban Canada changed its name to Republic Aircraft Manufacturing
Corporation. On June 9, 1992, Urban Canada changed its name to International
Republic Aircraft Manufacturing Corporation and finally to its present name on
May 26, 1993.
THE CONTINUATION
INTRODUCTION
Management of Urban Canada is proposing that Urban Canada be continued
out of British Columbia into the state of Wyoming (the "Continuation"), the
result of which will be that Urban Canada will cease to be a British Columbia
company governed by the provisions of the BCCA and will become a Wyoming
company governed by the provisions of the Wyoming Business Corporations Act
("WBCA").
Management contemplates that the Continuation into an American
jurisdiction would provide potential business and tax benefits to Urban Canada.
To effect the Continuation, Urban Canada will adopt and file Articles
of Continuance (the "Articles of Continuance ") prepared in accordance with the
WBCA with the Secretary of State of Wyoming that will replace its current
Memorandum and Articles (the "British Columbia Memorandum and Articles"). A
copy of the proposed Articles of Continuance, may be reviewed at the offices
of Urban Canada's solicitors, Catalyst Corporate Finance Lawyers, 1100-1055
West Hastings Street, Vancouver, British Columbia, V6E 2E9 at any time during
normal business hours.
CONTINUATION SPECIAL RESOLUTION
At the 1998 Annual General Meeting of the shareholders of Urban Canada
(the "Meeting"), management of Urban Canada will ask the shareholders to
approve the Continuation. Management will also seek the consent of the
shareholders to not proceed with the Continuation in the event that the
special resolution is passed by the shareholders at the Meeting and management
subsequently concludes that it would not be in the best interests of Urban
Canada to proceed with such matters. The following Continuation Special
Resolution will be presented at the Meeting for approval. Under the BCCA, the
approval of the shareholders must be by a special resolution.
<PAGE>
The following Continuation Special Resolution authorizes Urban Canada
to proceed with the Continuation of Urban Canada into the State of Wyoming.
"WHEREAS Urban Canada proposes to continue out of British Columbia and
the provisions of the British Columbia Company Act ("BCCA") and into
the State of Wyoming and the provisions of the Wyoming Business
Corporations Act ("WBCA");
AND WHEREAS the directors and officers wish to secure such general and
specific approvals for the Continuation as may be required to comply
with the BCCA, the WBCA, the British Columbia and Ontario Securities
Acts and the policies of the Vancouver Stock Exchange (the "VSE");
AND WHEREAS management may subsequently decide that it is not in the
best interests of Urban Canada to proceed with such matters;
RESOLVED, as a Special Resolution, that:
(i) Urban Canada be authorized to make application to the British
Columbia Registrar, the Secretary of State of the State of
Wyoming (the "Secretary of State") and the VSE for consent and
approval of the proposed continuation of Urban Canada into
Wyoming;
(ii) Urban Canada be hereby authorized to make application to the
Secretary of State for a Certificate of Continuation continuing
Urban Canada as if it had been originally incorporated under the
WBCA;
(iii) Urban Canada adopt the Articles of Continuance (the "Articles of
Continuance") in the form approved by the directors of Urban
Canada, to become effective when the Secretary of State issues a
Certificate of Continuation continuing Urban Canada as if it had
been originally incorporated under WBCA;
(iv) upon the Continuation of Urban Canada into the State of Wyoming,
Urban Canada be hereby authorized to file with the British
Columbia Registrar a certified copy of the Wyoming Certificate
of Continuation issued by the Secretary of State and request
that the British Columbia Registrar remove Urban Canada from the
register in British Columbia;
(v) the directors of Urban Canada be hereby authorized, in their
discretion, to abandon or amend the application for continuation
of Urban Canada under the WBCA without further approval of the
shareholders; and
(vi) the directors and officers of Urban Canada, or any one of them,
be hereby authorized and directed to perform all such acts,
deeds and things and execute, under the seal of Urban Canada or
otherwise, all such documents, agreements and other writings as
may be required to give effect to the true intent of this
resolution.
<PAGE>
ARTICLES OF CONTINUANCE
The Articles of Continuance filed by Urban Canada with the Wyoming
Secretary of State will contain:
(i) a certified copy of its original articles of incorporation and
all amendments thereto or its equivalent basic corporate charter
or other authorization;
(ii) the name of the corporation and the jurisdiction under the laws
of which it is incorporated;
(iii) the date of incorporation and the period of duration of the
corporation;
(iv) the address of the principal office of the corporation;
(v) the address of the proposed registered office of the corporation
in the state of Wyoming and the name of its proposed registered
agent in the state of Wyoming at the address;
(vi) the purpose or purposes of the corporation which it proposes to
pursue in the transaction of business in the state of Wyoming;
(vii) the name and respective business address of the directors and
officers of the corporation;
(viii) a statement of the aggregate number of shares or other ownership
units which the corporation has authority to issue, itemized by
classes, par value of shares, shares without par value and
series, it any, within a class;
(ix) a statement of the aggregate number of issued shares or other
ownership units itemized by classes, par value of shares, shares
without par value and series, if any, within a class;
(x) such additional information concerning capital structure or
financial status as the Secretary of State deems necessary to
establish fees;
(xi) a statement that the corporation accepts the condition of the
state of Wyoming in compliance with the requirements of Article
10, Section 5 of the Wyoming Constitution;
(xii) any additional information necessary or appropriate to enable
the Secretary of State to determine whether the corporation is
entitled to a certificate of registration evidencing its
authority to transact business in the state of Wyoming and to
determine and to access any fees and taxes under the laws of the
state of Wyoming; and
(xiii) any additional information permitted in Articles of
Incorporation under W.S. 17-16-202.
EFFECT OF THE CONTINUATION
The Continuation will not result in any change of the business of Urban
Canada or its assets, liabilities, net worth or management, nor will the
Continuation impair the rights of any creditors of Urban Canada. A particular
shareholder's holding will not change. The Continuation is not, in itself, a
reorganization, amalgamation or merger.
The Continuation gives rise to a Right of Dissent (see "Rights of
Dissenting Shareholders"). If the Right of Dissent is exercised by any of
Urban Canada's shareholders entitled to do so and Urban Canada effects the
Continuation, Urban Canada would be required to purchase for cash the
dissenting shareholders' shares in Urban Canada at the fair value of the
shares, determined as of the close of business on April 5, 1999. This could
have an adverse effect on Urban Canada.
<PAGE>
On the completion of the Continuation, Urban Canada will become Urban
Wyoming subject to the provisions of the WBCA. Urban Wyoming will establish a
registered office in Wyoming and upon consummation of the Continuation, Urban
Wyoming will file a Current Report on Form 8-K with the Commission to reflect
the Continuation for the purposes of Section 15(d) of the Exchange Act.
APPRAISAL RIGHTS
If the Continuation is approved at the Annual General Meeting,
shareholders who comply with the provisions of Section 207 of the BCCA, a copy
of which is attached as Appendix B to this Proxy Statement/Prospectus, will be
entitled to receive payment for their shares in accordance with such section.
See "Rights of Dissenting Shareholders."
CONVERSION OF SHARES
The current share certificates representing Common Shares of Urban
Canada will be deemed to represent an equivalent number of Common Shares of
Urban Wyoming without further act on the part of Urban Canada shareholders. No
exchange of certificates will be required. New certificates representing
Common Shares of Urban Wyoming will only be issued upon transfers of Common
Shares or at the request of a shareholder.
CONTINUING DISCLOSURE OBLIGATION
Notwithstanding the Continuation, Urban Canada will remain a "reporting
issuer" in British Columbia and Ontario and as such it will continue to be
obliged to prepare and issue news releases in British Columbia, file material
change reports with the British Columbia Securities Commission ("BCSC") and the
Ontario Securities Commission, prepare, file and provide to shareholders
unaudited quarterly and audited annual financial statements, and otherwise
comply with the British Columbia SECURITIES ACT, where applicable. Urban
Canada's insiders (existing and future) will continue to be subject to the
insider trading and reporting requirements of the British Columbia Securities
Act and the Ontario Securities Act.
<PAGE>
MARKETS AND MARKET PRICES
COMMON SHARES
Urban Canada Common Shares are currently traded on the Vancouver Stock
Exchange under the symbol "UJS." Urban Canada has not made any application to
list the Common Shares on any exchange other than the VSE. On April ___,
1999, the closing sale price of Urban Canada Common Shares as reported on the
VSE was $______ per share. There can be no assurance as to the actual market
price of Urban Canada Common Shares prior to or at the time of the
Continuation.
COMMON SHARE PURCHASE WARRANTS
No trading market exists for the warrants and Urban Canada does not
intend to request the listing of the Warrants on any exchange prior to or at
the time of the Continuation.
<PAGE>
THE ANNUAL GENERAL MEETING
This Proxy Statement/Prospectus is being furnished to the shareholders
of Urban Canada in connection with the solicitation by Urban Canada's Board of
Directors of proxies for the Annual General Meeting. The Annual General
Meeting will be held at the _______________, Vancouver, British Columbia at
_____ a.m. local time on May 28, 1999, and at any adjournment or postponement
thereof. The approximate date of mailing this Proxy Statement/Prospectus and
the accompanying proxy card to the shareholders of Urban Canada is April 23,
1999.
MANAGEMENT SOLICITATION AND APPOINTMENT OF PROXIES
The persons named in the accompanying form of proxy are nominees of
Urban Canada's management. A member has the right to appoint a person (who
need not be a member) to attend and act for and on the member's behalf at the
Meeting other than the persons designated as proxyholders in the accompanying
form of proxy. To exercise this right, the member must either:
(a) on the accompanying form of proxy, strike out the printed names
of the individuals specified as proxyholders and insert the name
of the member's nominee in the blank space provided; or
(b) complete another proper form of proxy.
To be valid, a proxy must be dated and signed by the member or by the
member's attorney authorized in writing. In the case of a corporation, the
proxy must be signed by a duly authorized officer of or attorney for the
corporation.
The completed proxy, together with the power of attorney or other
authority, if any, under which the proxy was signed or a notarially certified
copy of the power of attorney or other authority, must be delivered to Pacific
Corporate Trust Company, of Suite 830 - 625 Howe Street, Vancouver, British
Columbia, V6C 3B8, at least 48 hours (excluding Saturdays, Sundays and
holidays) before the time that the Meeting is to be reconvened after any
adjournment of the Meeting.
REVOCATION OF PROXIES
A shareholder who has given a proxy may revoke it at any time before
the proxy is exercised:
(a) by an instrument in writing that is:
(i) signed by the member, the member's attorney authorized
in writing or, where the member is a corporation, a duly
authorized officer or attorney of the corporation; and
(ii) delivered to Pacific Corporate Trust Company of Suite
830 - 625 Howe Street, Vancouver, British Columbia V6C 3B8 or to
the registered office of Urban Canada at Suite 1100 - 1055 West
Hastings Street, Vancouver, British Columbia, V6E 2E9 at any
time up to and including the last business day preceding the day
of the Meeting or any adjournment of the Meeting, or delivered to
the Chairperson of the Meeting on the day of the Meeting or any
adjournment of the Meeting before any vote on a matter in respect
of which the proxy is to be used has been taken; or
(b) in any other manner provided by law.
<PAGE>
RECORD DATE; SHAREHOLDERS ENTITLED TO VOTE AT THE ANNUAL GENERAL MEETING
Holders of the Urban Canada Common Shares of record on the books of
Urban Canada as of the close of business on April 22, 1999, the Record Date,
will be entitled to notice of and to vote at the Annual General Meeting and any
adjournment or postponement thereof. As of the Record Date, there were
outstanding ____________ Common Shares of Urban Canada.
Shareholders should not forward any stock certificates with their proxy
cards. If the Continuation is consummated, certificates representing Common
Shares of Urban Canada will be deemed to represent Common Shares of Urban
Wyoming.
VOTING OF SHARES AND PROXIES AND EXERCISE OF DISCRETION BY PROXYHOLDERS
VOTING BY SHOW OF HANDS
Voting at the Meeting generally will be by a show of hands, with each
member present in person being entitled to one vote.
VOTING BY POLL
On any poll, the persons named in the enclosed Form of Proxy will vote
the shares in respect of which they are appointed and, where directions are
given by the Member in respect of voting for or against any resolution, will do
so in accordance with such direction.
APPROVAL OF RESOLUTIONS
To approve a motion for an ordinary resolution, a simple majority of
the votes cast in person or by proxy will be required; to approve a motion for
a special resolution, a majority of not less than 75% of the votes cast in
person or by proxy will be required.
VOTING OF PROXIES AND EXERCISE OF DISCRETION BY PROXYHOLDERS
A member may indicate the manner in which the persons named in the
accompanying form of proxy are to vote with respect to a matter to be acted
upon at the Meeting by marking the appropriate space. If the instructions as
to voting indicated in the proxy are certain, the shares represented by the
proxy will be voted or withheld from voting in accordance with the instructions
given in the proxy.
If the member specifies a choice in the proxy with respect to a matter
to be acted upon, then the shares represented will be voted or withheld from
the vote on that matter accordingly. If no choice is specified in the proxy
with respect to a matter to be acted upon, the proxy confers discretionary
authority with respect to that matter upon the proxyholder named in the
accompanying form of proxy. It is intended that the proxyholder named by
management in the accompanying form of proxy will vote the shares represented
by the proxy in favour of each matter identified in the proxy and for the
nominees for the directors of Urban Canada set out herein and the auditor.
<PAGE>
The accompanying form of proxy also confers discretionary authority
upon the named proxyholder with respect to amendments or variations to the
matters identified in the accompanying Notice of Meeting and with respect to
any other matters which may properly come before the Meeting. As of the date
of this Proxy Statement/Prospectus, management of Urban Canada is not aware of
any such amendments or variations, or any other matters, that will be
presented for action at the Meeting other than those referred to in the
accompanying Notice of Meeting. If, however, other matters that are not now
known to management properly come before the Meeting, then the persons named
in the accompanying form of proxy intend to vote on them in accordance with
their best judgment.
SOLICITATION OF PROXIES
It is expected that solicitations of proxies will be made primarily by
mail and possibly supplemented by telephone or other personal contact by
directors, officers and employees of Urban Canada without special compensation.
Urban Canada may reimburse members' nominees or agents (including brokers
holding shares on behalf of clients) for the costs incurred in obtaining
authorization to execute forms of proxy from their principals. The costs of
solicitation will be borne by Urban Canada.
TAX CONSEQUENCES OF THE CONTINUATION
UNITED STATES INCOME TAX CONSEQUENCES OF THE CONTINUATION
The following is a general summary of certain United States federal
income tax consequences, under current law, generally applicable to a U.S.
Holder (as defined below) of Urban Canada's Shares with respect to the
Continuation. This summary does not address all potentially relevant United
States federal income tax matters and does not take into account or anticipate
any state, local or foreign tax considerations.
The following summary is based upon the sections of the INTERNAL
REVENUE CODE OF 1986, as amended (the "Code"), Treasury Regulations, published
Internal Revenue Service ("IRS") rulings, published administrative positions of
the IRS and court decisions that are currently applicable, any or all of which
could be materially and adversely changed, possibly on a retroactive basis, at
any time.
This commentary is generally applicable to a holder of Urban Canada's
Shares who is a U.S. citizen or U.S. resident individual, a U.S. domestic
corporation or partnership, or a U.S. trust or estate ("U.S. Holders"). This
summary does not address the tax consequences to persons subject to specific
provisions of United States federal income tax law. This summary is limited to
shareholders who own shares in Urban Canada as capital assets.
This summary of U.S. tax consequences is for general information only
and it is not intended to be, nor should it be construed to be, legal or tax
advice to any holder or prospective holder of Urban Canada's shares.
Accordingly, holders and prospective holders of Urban Canada's shares should
consult their own tax advisors about the federal, state, local, and foreign tax
consequences of the continuation.
<PAGE>
The Continuation could be a taxable event to a U.S. Holder who holds
10% or more of the voting shares of Urban Canada ("a 10% U.S. Shareholder"),
including shares held directly, indirectly and constructively, to the extent
that Urban Canada has current or accumulated earnings and profits, subject to
certain adjustments and special calculations (the "All Earnings and Profits
Amount"). A 10% U.S. Shareholder is required to include as ordinary income an
amount equal to his pro rata share of Urban Canada's All Earnings and Profits
Amount. It is the expectation of Management that there should be no All
Earnings and Profits Amount at the time of the Continuation.
The Continuation will be a taxable event to a U.S. Holder who holds
shares in Urban Canada during any year in which Urban Canada is a passive
foreign investment company ("a PFIC"), with the exception of a U.S. Holder who
has made an election to treat Urban Canada as a qualified electing fund
("QEF"). A foreign corporation is a PFIC for any taxable year during which 75%
or more of its gross income is passive income, including interest, dividends
and certain capital gains, or 50% or more of the average fair value of its
assets are assets that produce or are held to produce passive income.
Management believes that Urban Canada qualifies as a PFIC for its current
taxable year and qualified as a PFIC for its three previous taxable years.
A U.S. Holder who owns shares in Urban Canada during any year in which
Urban Canada qualified as a PFIC and who did not make a timely QEF election
will be required to pro rate any gains realized on the Continuation to the
years in which the U.S. Holder held the shares and pay tax on the gains at the
highest tax rate for each such year. In addition, the U.S. Holder will be
liable for interest on the tax liability, calculated as if the liability had
been due in each such year.
A U.S. Holder who has made a timely QEF election will not be required
to recognize gain on the Continuation under the PFIC rules. A U.S. Holder can
make a QEF election in the first year in which he or she holds shares of Urban
Canada and in which Urban Canada qualifies as a PFIC by filing certain
documents with his or her timely filed U.S. income tax return for that year.
In addition to filing such documents, a U.S. Holder who makes a QEF election in
any succeeding year will be required to recognize gain on the shares of Urban
Canada as if he or she sold the shares at fair value on the election date, pro
rate such gains to the years in which he or she held the shares and pay tax and
an interest charge as described above. There are additional consequences to
making a QEF election and U.S. Holders are advised to consult their tax
advisors.
Effective for tax years beginning after December 31, 1997, U.S. Holders
who hold marketable shares of a PFIC may elect to annually mark such shares to
market. In general, this election exempts a U.S. taxpayer who holds shares of
a PFIC from the rules described above and requires such a taxpayer to mark his
or her shares to market at the end of each taxable year, recognizing ordinary
income and, in certain circumstances ordinary losses in each year. However,
any disposition of shares in the first year such as election is made, as well
as a gain recognized on marking the shares to market at the end of such year,
will be taxed as if the U.S. Holder disposed of shares of a PFIC for which he
or she had not made a QEF election. U.S. Holders considering such an election
are advised to consult their tax advisors.
CANADIAN INCOME TAX CONSEQUENCES OF CONTINUATION
This commentary will serve to summarize the Canadian income tax
consequences, for both shareholders and Urban Canada, of the Continuation.
This summary is based on the current provisions of the Canadian Income
Tax Act (the "Act") the regulations to the Act and any proposed amendments to
the Act publicly announced before the date of this Proxy Statement/Prospectus.
It is assumed that any proposed amendments will be enacted in their present
<PAGE>
form and that no other relevant amendments will come into force. However,
there can be no certainty in this regard.
The summary does not take into account or anticipate any other changes
in law, whether by judicial, governmental or legislative decision or action,
nor does it take into account the tax legislation of any province, state or
other local jurisdiction. Tax law and regulations, the judicial interpretation
of them and the administrative practices of tax authorities are constantly
changing. No assurances can be provided that any of the foregoing will not be
changed in a manner that will fundamentally alter the tax consequences to Urban
Canada or to any particular shareholder.
The tax summary is generally applicable to shareholders of Urban Canada
who are individuals (except where expressly noted otherwise), who hold their
shares in Urban Canada as capital property and who deal at arm's length with
Urban Canada. This summary generally does not address the tax consequences of
entities subject to specific provisions of Canadian income tax law.
No advance tax ruling or interpretation has been sought from any tax
authority with respect to any of the transactions discussed herein.
This summary is of a general nature only and is not intended to
constitute advice to any particular shareholder. Each shareholder should seek
independent advice based upon the particular circumstances of that shareholder.
SUMMARY
The principal tax consequences of the Continuation would be as follows:
(i) Urban Canada will cease to be resident in Canada for tax
purposes.
(ii) Urban Canada will be deemed to have disposed of all of its
assets for proceeds equal to their fair market value.
Management of Urban Canada is of the view that the fair market
value of the assets does not exceed their tax cost, although an
independent valuation has not been undertaken.
(iii) There will be a deemed taxation year end immediately prior to
the time of the Continuation and a new taxation year will
commence at that time.
(iv) The deemed year end will shorten the time for which Urban
Canada's non-capital losses may be carried forward and will
restrict the use of losses from prior years to the extent there
is Canadian source income.
(v) An additional tax would be payable equal to 5% of the amount by
which the fair market value of Urban Canada's assets exceeds the
aggregate of its paid up capital and any debts owing.
Management of Urban Canada is of the view that the fair market
value of its assets is such that this tax should not be payable.
(vi) Dividends received by individual shareholders resident in Canada
will not be eligible for the dividend tax credit. As such, the
effective tax rate on dividends received by Canadian resident
shareholders will be higher.
<PAGE>
(vii) Canadian resident shareholders that are companies will be
subject to tax on dividends paid by Urban Canada unless Urban
Canada qualifies as a foreign affiliate of the Canadian resident
shareholder.
(viii) Shares of Urban Canada will constitute "foreign property" for
RRSP purposes, and accordingly will fall into the 20% limitation
for such property within a registered plan.
(ix) Once Urban Canada continues out of Canada it will generally be
subject to U.S. tax only on its worldwide income. However,
certain income earned in Canada may still be subject to Canadian
tax (as would income earned in other jurisdictions likely be
subject to tax in those jurisdictions).
DISCUSSION
CONSEQUENCES TO URBAN CANADA
(a) Residency
Effecting the Continuation will result in Urban Canada ceasing
to be resident in Canada for Canadian domestic tax purposes. As such,
it will no longer be subject to Canadian tax on its worldwide income,
but will instead be subject to U.S. State and Federal tax. Urban
Canada may, however, continue to be subject to Canadian tax on certain
Canadian source income.
(b) Deemed Year End
When Urban Canada ceases to be resident in Canada, it will have
a deemed taxation year end immediately prior to that time and a new
taxation year will commence at that time. If Urban Canada were in a
tax paying position and if the deemed year end occurs prior to the
normal fiscal year end, that will result in an acceleration of the tax
payable. Further, to the extent that non-capital losses may only be
carried forward for a period of seven fiscal years, if the deemed year
end occurs other than on the normal year end, there will be a
shortening of the period of time for which those losses are available
for carry forward.
(c) Use of Tax Losses
When Urban Canada ceases to be resident in Canada, there will be
a deemed disposition of Urban Canada's assets (discussed further
below). To the extent that gains arise on the deemed disposition, it
will be necessary to utilize some of Urban Canada's accrued losses to
offset those gains. In addition, once Urban Canada is no longer
resident in Canada, its losses from prior years may be utilized in
Canada only to the extent that there is Canadian source income.
(d) Deemed Disposition of Property
On Continuation, Urban Canada will be deemed to have disposed of
all of its assets at fair market value immediately before its deemed
year end and to have reacquired those assets at that same fair market
value immediately after its deemed year end. The fair market value of
Urban Canada's depreciable assets may be equal to their book value,
although that is difficult to determine with accuracy without an
independent valuation. This would be especially so in the case of
goodwill. Urban Canada has not undertaken an independent valuation of
its assets. If gains were to arise on the resulting deemed disposition
of assets on Continuation which exceed Urban Canada's losses available
for carryforward, then tax would therefore be payable as a result of
the Continuation. However, management of Urban Canada is of the view
that the value of Urban Canada's assets does not exceed their tax cost,
and therefore that no adverse tax consequences should arise for Urban
Canada as a result of the deemed disposition of assets on continuation.
<PAGE>
(i) Eligible Capital Property
Any gain on the deemed disposition of goodwill will be
treated as a gain in respect of eligible capital property, three
quarters of which will be subject to tax depending on Urban
Canada's cumulative eligible capital account balance. Again, no
independent valuation of Urban Canada's goodwill has been
undertaken in this regard, and it is not known whether any tax
liability will arise in respect of the disposition of goodwill
as a result of the Continuation.
(ii) Capital Property
The deemed disposition will give rise to capital gains
to Urban Canada where the fair market value of capital
properties held by Urban Canada exceeds their adjusted cost
base, and capital losses where the fair market value of capital
properties held by Urban Canada are exceeded by their adjusted
cost base on the date of the Continuation. Three quarters of
any capital gain will constitute a taxable capital gain which is
taxed as ordinary income. Three quarters of any capital losses
will constitute an allowable capital loss, which may be deducted
from Canadian taxable capital gains for the current year, the
prior three years or any subsequent year.
(iii) Depreciable Property
Where property other than capital property or eligible
capital property is deemed to be disposed of on ceasing to be
resident, an income gain (or loss) will be realized, depending
on whether the fair market value of such inventory exceeds (or
is exceeded by) the cost amount of such property. For
depreciable capital property, recapture may arise to the extent
that the fair market value of the property as of the date of the
Continuation exceeds the undepreciated capital cost of the
property. A terminal loss will arise where the fair market
value of the property as of the date of the Continuation is
exceeded by the undepreciated capital cost of the property.
Recapture and terminal losses are treated in the same manner as
ordinary income gains or losses and are either included in, or
deducted from, other income, as the case may be.
(iv) Other Issues
As noted above, Urban Canada's losses for carry forward
in Canada may at least partially offset the tax consequences of
the deemed disposition on continuation. However, use of such
losses in this manner will of course mean that such losses will
not be available to offset future income in Canada. Further, it
cannot be determined with certainty whether such losses will be
sufficient to offset all gains or income amounts arising out of
the Continuation, although it is the expectation of the
management of Urban Canada that no taxable gains or income
amounts will arise out of the Continuation.
<PAGE>
(e) Secondary Tax on Continuation
Apart from the tax payable by Urban Canada on the deemed
disposition on continuation, an additional tax may be payable
determined by reference to the amount by which the fair market value of
Urban Canada's assets exceeds the aggregate of its paid up capital and
the amount of any debts owing by Urban Canada.
This additional layer of tax is designed to approximate the
dividend withholding tax that would be payable if Urban Canada were to
be wound up rather than continuing in the State of Wyoming. As is the
case with dividends, the Act provides that the effective rate of this
secondary tax may be reduced pursuant to a tax treaty to the rate
provided in the applicable treaty for dividends paid by a Canadian
resident Company to a U.S. shareholder. As of the date of the
Continuation, the rate of such tax will accordingly be reduced from 25%
to 5%, pursuant to the Canada-U.S. Tax Treaty. It is the expectation
of the management of Urban Canada that the fair market value of its
assets does not exceed the aggregate of its paid-up capital and debts
owing, and therefore this secondary tax ought not apply.
CONSEQUENCES TO SHAREHOLDERS
If Urban Canada ceases to be a resident of Canada for tax purposes and
becomes resident in the U.S. pursuant to the Continuation, then there will be
no material adverse Canadian tax consequences for shareholders not resident in
Canada, except that different withholding rates on dividends may potentially
apply. However, the tax consequences to Canadian resident shareholders in that
circumstance will depend on whether they are individuals, companies, or
deferred income plans such as RRSP's.
Residents of Canada are taxed in Canada on their worldwide income. As
such any dividend income paid by Urban Canada once it is resident in the United
States to Canadian resident shareholders who are individuals will be taxed in
full in Canada at the shareholder's marginal rates of tax. Such income will no
longer be eligible for the dividend tax credit, which results in a lower
effective tax rate for dividend income from Canadian resident companies.
Assuming that Urban Canada only has income from active business, there will not
be any other material Canadian tax consequences to Canadian resident
shareholders who are individuals in respect of Urban Canada becoming a
non-resident of Canada.
Canadian resident companies who are shareholders of Urban Canada once
it becomes a non-resident of Canada will be subject to Canadian tax on
dividends paid by Urban Canada unless certain requirements are met. In order
for more favourable treatment to apply, Urban Canada must constitute a "foreign
affiliate" of its Canadian resident shareholder. That requires that the
Canadian resident shareholder, either alone or together with non-arm's length
persons, own at least 10% of a class of the shares of Urban Canada. Where
Urban Canada is a foreign affiliate of the Canadian resident corporate
shareholder, a deduction will be available to the Canadian resident shareholder
for dividends paid out of Urban Canada's "exempt surplus" (which is effectively
the active business income of Urban Canada to the extent that it is earned in a
country with which Canada has a tax treaty, such as the United States) and to
the extent of any underlying foreign tax paid by Urban Canada.
<PAGE>
Deferred income plans such as RRSP's, deferred profit sharing plans
("DPSP") and registered retirement income funds ("RRIF") may be affected as a
consequence of Continuation. Shares of Urban Canada will, on continuation,
constitute foreign property for such plans. The cost amount of foreign
property held by an RRSP, RRIF or DPSP cannot exceed 20% of the cost amount of
all property held by such plans. If the cost amount of foreign property does
exceed 20% of the total cost amount of all property held by the plan, an
additional monthly tax equal to 1% of such excess will apply 24 months after
the property became foreign property, if the 20% threshold is still met at that
time.
A Canadian resident is required under the Act to disclose his or her
foreign property holdings if the aggregate cost amount of such holdings exceeds
$100,000. A Canadian resident holder of shares of Urban Canada could be
subject to these reporting requirements after Continuation.
INTEREST OF MANAGEMENT IN THE CONTINUATION
Other than as disclosed under "Summary," no director or senior officer
of Urban Canada at any time since the beginning of Urban Canada's most recently
completed financial year, no proposed nominee for election as a director of
Urban Canada and no associate or affiliate of any person has any material
interest, direct or indirect, by way of beneficial ownership of securities or
otherwise, in the Continuation, except for any interest arising from the
ownership of shares of Urban Canada where the shareholder will receive no
extra or special benefit or advantage not shared on a pro-rata basis by all
holders of shares in the capital of Urban Canada.
RIGHTS OF DISSENTING SHAREHOLDERS
RIGHT OF DISSENT
The BCCA provides that shareholders are entitled to dissent in respect
of certain actions proposed to be taken by a corporation. If a corporation
proposes to:
(i) amend its articles to add, change or remove any provisions
restricting or constraining the issue, transfer or ownership of
shares;
(ii) amend its articles to add, change or remove any restrictions on
the business the corporation may carry on;
(iii) amalgamate with another corporation;
(iv) continue out of the jurisdiction of the BCCA;
(v) sell, lease or exchange all or substantially all of its
property;
(vi) to offer financial assistance for the purpose of purchasing
shares or convertible debt obligations of Urban Canada or on the
security of a pledge of or charge on shares of Urban Canada
given by that person to Urban Canada, or in any other case,
unless there are reasonable grounds for believing that, or the
directors are of the opinion that, the giving of financial
assistance is in the best interests of Urban Canada;
(vii) to convert from a specially limited company (as defined in s.
243 of Urban Canada Act); and
<PAGE>
(viii) to transfer or sell the whole or part of its business or
property to another company when it is being wound-up and for
the transfer or sale, the members of Urban Canada being wound-up
receive shares, debentures or other title interests from the
other company.
A shareholder may exercise a right of dissent and is entitled to be
paid the fair value of the shareholder's shares as determined by agreement of
the parties or failing which, by order of the court.
DISSENT PROCEEDINGS
Shareholders of Urban Canada may, under certain circumstances and by
following the procedure prescribed by the BCCA, exercise appraisal rights and
receive cash for their Common Shares of Urban Canada. The shareholders
exercising appraisal rights under the BCCA must follow the appropriate
procedures under the BCCA or suffer the termination or waiver of such rights.
A shareholder of Urban Canada electing to exercise appraisal rights
must, at least two days prior to the Urban Canada Annual General Meeting,
perfect his, her or its appraisal rights by demanding in writing from Urban
Canada the appraisal of his, her or its Common Shares of Urban Canada,
as provided in Section 37 of the BCCA. A holder who elects to exercise
appraisal rights should mail or deliver his, her or its written demand to Urban
Canada at 1356 Frances Street, Vancouver, British Columbia, Canada V6L 1Y9,
Attn: Corporate Secretary. The demand should specify the holder's name and
mailing address, the number of Common Shares of Urban Canada owned and
that such holder is demanding appraisal of his, her or its shares. Only a
holder of record of Common Shares of Urban Canada (or his, her or its
duly appointed representative) is entitled to assert appraisal rights for the
shares registered in that holder's name.
Section 207 of the BCCA ("Section 207") applies after a holder of Urban
Canada Common Shares has given the above-mentioned notice of dissent. If a
holder exercises appraisal rights in connection with the Continuation under
Section 207, any Common Shares of Urban Canada in respect of which such rights
have been exercised and perfected will not be converted into Common Shares of
Urban Wyoming but instead will be converted into the right to receive such
consideration as may be determined by the Supreme Court of British Columbia
(the "Court") to be due with respect to such shares pursuant to the laws of
the province of British Columbia.
A holder of Urban Canada Common Shares who has made a valid written
demand and who has not voted in favor of approval and adoption of the Articles
of Continuance and approval of the Continuation will be entitled to have their
Common Shares of Urban Canada appraised by the Court and to receive
payment of the "fair value" of such shares as of the date on which the
Continuation Special Resolution was passed, including any appreciation or
depreciation in anticipation of the vote on the Continuation Special
Resolution.
If any holder of Common Shares of Urban Canada who demands
appraisal under Section 207 effectively withdraws or loses his, her or its
right to appraisal, the shares of such holder will be converted into a right to
receive that number of shares of Urban Wyoming Common Stock as is determined in
accordance with the Articles of Continuance. A holder will effectively lose
his right to appraisal if he, she or it votes in favor of approval and adoption
of the Articles of Continuance and approval of the Continuation.
<PAGE>
URBAN CANADA BUSINESS
Incorporated by reference from the 1998 Form 20-F.
RISK FACTORS
Incorporated by reference from the 1998 Form 20-F.
URBAN CANADA MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Incorporated by reference from the 1998 Form 20-F.
MANAGEMENT
Incorporated by reference from the 1998 Form 20-F.
EXECUTIVE COMPENSATION
EXECUTIVE OFFICERS
For purposes of this Proxy Statement/Prospectus, "executive officer" of
Urban Canada means an individual who at any time during the year was the Chair
or a Vice-Chair of Urban Canada where the person performed the functions of
such office on a full-time basis; the President of Urban Canada; any
Vice-President of Urban Canada in charge of a principal business unit such as
sales, finance or production; any officer of Urban Canada or of a subsidiary of
Urban Canada; or any other person who performed a policy-making function in
respect of Urban Canada.
The summary compensation table below discloses compensation paid to the
following individuals:
(a) Urban Canada's chief executive officer ("CEO");
(b) each of Urban Canada's four most highly compensated executive
officers, other than the CEO, who were serving as executive
officers as at the end of the most recently completed financial
year and whose total salary and bonus exceeds $100,000 per year;
and
(c) any additional individuals for whom disclosure would have been
provided under (b) but for the fact that the individual was not
serving as an executive officer of Urban Canada at the end of the
most recently completed financial year
(each, a "Named Executive Officer").
Urban Canada currently has one Named Executive Officer, who is Peter
Van Stolk (Chief Executive Officer and President).
<PAGE>
SUMMARY COMPENSATION TABLE
The following table contains a summary of the compensation paid to the
Named Executive Officer during the three most recently completed financial
years.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
AWARDS PAYOUTS
OTHER SECURITIES RESTRICTED ALL OTHER
ANNUAL UNDER SHARES OR COMPENSATION
COMPENSATION OPTIONS/ RESTRICTED
SARS(1) SHARE UNITS LTIP(2) PAYOUTS
NAME AND PRINCIPAL YEAR ENDED SALARY BONUS GRANTED
POSITION ($) ($) ($) (#) ($) ($)
($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter Van Stolk, Dec. 31/96 $50,000 Nil 61,760(3) 70,000 Nil Nil Nil
CHIEF EXECUTIVE
OFFICER Dec. 31/97 $54,885 Nil Nil 295,000 Nil Nil Nil
Dec. 31/98 $- Nil $- - Nil Nil Nil
</TABLE>
(1) "SAR" or "stock appreciation right" means a right granted by Urban
Canada, as compensation for services rendered, to receive a payment of
cash or an issue or transfer of securities based wholly or in part on
changes in the trading price of publicly traded securities of Urban
Canada.
(2) "LTIP" or "long term incentive plan" means any plan that provides
compensation intended to serve as incentive for performance to occur
over a period longer than one financial year, but does not include
option or stock appreciation right plans or plans for compensation
through restricted shares or restricted share units.
(3) In October 1995, Mr. Van Stolk sold 100,000 unrestricted, free trading
common shares to an unaffiliated Canadian institutional investor at
below fair market value, and subsequently reinvested the proceeds in a
private placement for 100,000 restricted common shares and 100,000
common share purchase warrants at fair market value in order to provide
interim financing to Urban Canada. The sale of free trading common
shares and the taking of a similar position with restricted common
shares was necessary since rules precluded the institutional investor
from investing in the restricted common shares. Urban Canada agreed
that, due to the reduced liquidity of the restricted common shares sold
to Mr. Van Stolk and the income taxes realized on the deemed
disposition of Mr. Van Stolk's free trading common shares, it would
reimburse Mr. Van Stolk for the tax liability in connection with the
transactions.
COMPENSATION OF DIRECTORS
None of the Directors of Urban Canada has received any remuneration for
acting as Director of Urban Canada except for the incentive stock options as
disclosed below. In addition, Directors are paid out of pocket expenses
incurred in attending Board of Directors and committee meetings of the Board.
<PAGE>
DIRECT REMUNERATION
The aggregate direct remuneration paid or payable by Urban Canada whose
financial statements are consolidated with those of Urban Canada to the
directors and senior officers of Urban Canada was $-.
OPTIONS, STOCK APPRECIATION RIGHTS AND OTHER RIGHTS TO PURCHASE SECURITIES
The following table sets out the incentive stock options and stock
appreciation rights granted to the Named Executive Officer during Urban
Canada's most recently completed financial year.
<TABLE>
<CAPTION>
MARKET VALUE OF
% OF TOTAL SECURITIES
OPTIONS/SARS UNDERLYING
SECURITIES UNDER GRANTED TO EXERCISE OR OPTIONS/SARS ON THE
OPTIONS/SARS GRANTED (#) EMPLOYEES IN BASE PRICE DATE OF GRANT EXPIRATION DATE
NAME FINANCIAL YEAR ($/SECURITY) ($/SECURITY)
<C> <C> <C> <C> <C> <C>
Peter Van Stolk
</TABLE>
Since the beginning of Urban Canada's most recently completed financial
year, the following options and other rights to purchase securities of Urban
Canada were granted to the directors and senior officers of Urban Canada, as a
group:
<TABLE>
<CAPTION>
PRICE RANGE OF THE COMMON
DATE OF GRANT/EXPIRY CONSIDERATION RECEIVED SHARES FOR THE 30 DAYS
EXERCISE PRICE PER DATE FOR THE GRANT PRECEDING THE GRANT
SECURITIES UNDER OPTION SHARE
<S> <C> <C> <C> <C>
</TABLE>
Since the beginning of Urban Canada's most recently completed financial
year, no options and other rights to purchase securities of Urban Canada were
exercised by the directors and senior officers of Urban Canada.
DIRECTORS' AND OFFICERS' INSURANCE
Urban Canada maintains directors' and officers' insurance for its
Directors and officers as well as those of its subsidiaries as a group. The
yearly coverage limit of such insurance is US$3,000,000 per occurrence and
US$3,000,000 in the aggregate, subject to a corporate deductible of US$50,000
per loss on non-securities claims and US$150,000 per loss on securities claims.
A premium of US$40,000 plus CDN $2,000 was paid by Urban Canada in the last
completed fiscal year with respect to the period October 9, 1997 to October 9,
1998.
LONG-TERM INCENTIVE PLANS
During the financial year ended December 31, 1998, there were no
payments made to directors or senior officers pursuant to the long-term
incentive plan.
PENSION BENEFITS
Urban Canada currently has no pension benefits arrangement under which
Urban Canada has made payments to the directors and senior officers of Urban
Canada during its most recently completed financial year or intends to make
payments to Urban Canada's directors and senior officers upon their retirement
(other than the payments set out above and those made, if any, pursuant to the
Canada Pension Plan or any government plan similar to it).
<PAGE>
OTHER BENEFITS
Urban Canada did not pay any remuneration (other than the payments set
out above and those made pursuant to the Canada Pension Plan or any government
plan similar to it and payments to be made for, or benefits to be received
from, group life or accident insurance, group hospitalization or similar group
benefits or payments) pursuant to any existing plan or arrangement during Urban
Canada's most recently completed financial year to the directors and senior
officers of Urban Canada, as a group, directly or indirectly. Urban Canada
does do not propose to make any payments, directly or indirectly, in the future
to the directors and senior officers of Urban Canada, as a group, pursuant to
such a plan or arrangement.
DESCRIPTION OF URBAN CANADA CAPITAL STOCK
The authorized capital of Urban Canada consists of 100,000,000 Common
Shares. The following summary description of Urban Canada capital stock is
qualified in its entirety by reference to the Memorandum and Articles of
Urban Canada, copies of which are filed as exhibits to the Registration
Statement on Form 8-A, filed with the Commission on October 3, 1996, as
amended, and Urban Canada's Form 6-K Report of Foreign Private Issuer
containing unaudited financial statements for the three months ended March
31, 1999.
COMMON SHARES
Urban Canada is authorized to issue 100,000,000 common shares without
par value of which 15,150,l64 common shares are issued and outstanding as of
March 15, 1999. The common shares are all of the same class and rank equally
as to dividends, voting powers and participation in assets. No common shares
are subject to call or assessment. There are no pre-emptive or conversion
rights and no provisions for redemption, retraction, purchase for cancellation,
surrender or sinking or purchase funds. Provisions as to the modification,
amendment or variation of such rights or such provisions are contained in the
Company Act (British Columbia).
COMMON SHARE PURCHASE WARRANTS
Urban Canada issued 3,999,999 warrants in connection with a private
placement. Two warrants entitle the holder thereof to purchase one Common
Share.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Urban Canada Common Shares is
Pacific Corporate Trust Company, whose address is 830-625 Howe Street,
Vancouver, British Columbia, V6C 3B8.
<PAGE>
SHAREHOLDER'S RIGHTS UNDER THE WYOMING BUSINESS CORPORATION ACT
The following is a discussion of the material provisions of the WBCA.
This discussion includes, where relevant, a summary of certain differences
between the WBCA and the BCCA, However, the following summary is not intended
to be exhaustive and its focus is primarily upon shareholder rights and
safeguards. Nothing that follows should be construed as legal advice to any
particular shareholder of Urban Canada and shareholders should consult with
their own legal advisors respecting all of the implications of the
continuation.
THE CONSTATING DOCUMENTS
Under the BCCA, a British Columbia company is required to have
constating documents made up of a Memorandum and Articles. Under the WBCA, a
Wyoming company which has continued from another jurisdiction is required to
have constating documents made up of Articles of Continuance. The Articles of
Continuance will set forth Urban Canada's name and authorized share capital and
take the place of Urban Canada's current Memorandum.
AMENDMENTS TO CONSTATING DOCUMENTS
Both the WBCA and the BCCA require shareholders to approve substantive
changes to the constating documents of a company. However, the requisite
majority of votes necessary to approve substantive changes to the constating
documents under the BCCA is 75% (3/4) of the votes cast whereas under the WBCA
a simple majority of 50% of shareholders entitled to vote on the proposed
resolution is required. In the case of certain fundamental changes, such as
the alteration of special rights and restrictions attached to issued shares or
a proposed amalgamation or continuation to another jurisdiction, a resolution
similarly approved by each class of shares is also required. Unlike the BCCA,
the WBCA does not require certain significant corporate actions to be approved
by a Special Resolution.
SHARE CAPITAL
Upon the completion of the Continuation and the adoption of the
proposed new Articles of Continuance, the authorized share capital of Urban
Wyoming will consist of 100,000,000 common shares without par value. Urban
Wyoming will have only one kind and class of shares and there will be no
unusual rights or restrictions attached to that class. All of the current
issued common shares of Urban Canada will be converted into shares of this
class automatically without any further action by the shareholders.
All of the common shares of Urban Canada in this new class will rank
equally as to voting rights, participation in a distribution of the assets of
Urban Wyoming on a liquidation, dissolution or winding-up of Urban Canada and
the entitlement to dividends. The holders of the common shares will be
entitled to receive notice of all meetings of shareholders and to attend and
vote the shares at the meetings. Each common share will carry with it the
right to one vote.
In the event of the liquidation, dissolution or winding-up of Urban
Wyoming or other distribution of its assets, the holders of the common shares
will be entitled to receive, on a pro rata basis, all of the assets remaining
after Urban Wyoming has paid out its liabilities. Distribution in the form of
dividends, if any, will be set by the board of directors.
Provision as to the modification, amendment or variation of the rights
attached to the new class of common shares of Urban Wyoming will be contained
in Urban Wyoming's Articles of Continuance and the WBCA. Generally speaking,
substantive changes to the share capital require the approval of the
shareholders by majority resolution.
<PAGE>
APPOINTMENT OF DIRECTORS
Under the WBCA, the directors of Urban Wyoming will be elected by the
shareholders at each annual general meeting and typically hold office until
the next annual general meeting at which time they may be re-elected or
replaced. Individuals appointed as directors to fill vacancies on the board
or added as additional directors hold office like any other director until the
next annual general meeting at which time they may be re-elected or replaced.
A director may be removed between annual meetings by way of a shareholder
resolution passed in that regard at a meeting of the shareholders called for
that purpose.
MANAGEMENT
The board of directors will be responsible for the overall management of
Urban Wyoming. However, they are permitted to delegate much of their
responsibility to the officers and employees of Urban Wyoming and to committees
formed by the board. As a "reporting issuer" in British Columbia, Urban Wyoming
will continue to be required to have an audit committee.
The directors and senior officers are required, under the WBCA, to act
honestly, in good faith and with a view to the best interests of Urban Wyoming.
The directors have a fiduciary responsibility to Urban Wyoming and they are
required to disclose conflicts of interests.
RIGHTS OF SHAREHOLDERS
In addition to the voting, dividend and liquidation rights attached to
the common shares as described under "Share Capital" above, the WBCA affords
shareholders certain rights such as the right to call a shareholders' meeting
or cause a derivative action to be brought on behalf of Urban Wyoming, as well
as certain rights to review the minute books of Urban Wyoming.
The WBCA provides that a shareholder or a director may commence or
defend a legal action on behalf of a company (a derivative action) to enforce a
right, duty or obligation owed to Urban Wyoming by another party or to obtain
damages for any breach of that right, duty or obligation. A shareholder is
entitled to commence a derivative action if:
(i) the shareholder was a shareholder of Urban Wyoming at the time of
the act or omission complained of, or became a shareholder
through transfer by operation of law from one who was a
shareholder at the time; and
(ii) the shareholder fairly and adequately represents the interests
of Urban Wyoming in enforcing the rights of Urban Wyoming.
<PAGE>
Court approval is also required to discontinue, settle or dismiss any
action brought under any of these provisions.
Under the BCCA, a shareholder of a company has the right to apply to
Court on the grounds that Urban Canada is acting or proposes to act in a way
that is prejudicial to the shareholder (this is referred to as an oppression
action). On such an application, the Court may make such order as it sees fit,
including an order to prohibit any act proposed by Urban Canada. The WBCA does
not contain a comparable provision and, accordingly, this remedy is not
available to the shareholders of a Wyoming company.
DISSENT RIGHTS UNDER THE WBCA
The WBCA provides that shareholders are entitled to dissent in respect
of certain actions proposed to be taken by a Wyoming company.
The WBCA provides that a shareholder is entitled to dissent from any of
the following corporate actions:
(a) consummation of a plan of merger or consolidation to which Urban
Wyoming is a party if:
(i) shareholder approval is required for the merger or the
consolidation by the WBCA or the articles of
incorporation and the shareholder is entitled to vote on
the merger or consolidation; or
(ii) Urban Wyoming is a subsidiary that is merged with its
parent under the WBCA;
(b) consummation of a plan of share exchange to which Urban Wyoming
is a party as Urban Wyoming whose shares will be acquired, if the
shareholder is entitled to vote on the plan;
(c) consummation of a sale or exchange of all, or substantially all,
of the property of Urban Wyoming other than in the usual and
regular course of business, if the shareholder is entitled to
vote on the sale or exchange, including a sale in dissolution,
but not including a sale pursuant to court order or a sale for
cash pursuant to a plan by which all or substantially all of the
net proceeds of the sale will be distributed to the shareholders
within one year after the date of sale;
(d) an amendment of the articles of incorporation that materially
and adversely affects rights in respect of a dissenter's shares
because it:
(i) alters or abolishes a preferential right of the shares;
(ii) creates, alters or abolishes a right in respect of
redemption, including a provision respecting a sinking
fund for the redemption or repurchase, of the shares;
(iii) alters or abolishes a pre-emptive right of the holder of
the shares to acquire shares or other securities;
(iv) excludes or limits the right of the shares to vote on
any matter, or to cumulate votes, other than a
limitation by dilution through issuance of shares or
other securities with similar voting rights; or
(v) reduces the number of shares owned by the shareholder to
a fraction of a share if the fractional share so created
is to be acquired for cash under the WBCA.
A shareholder who exercises a right of dissent is entitled to be paid
the fair value of his or her shares as determined by agreement of the parties
or failing which, by order of the court.
<PAGE>
LEGAL MATTERS
Certain legal matters relating to the legality of the issuance of the
Common Shares offered by this Proxy Statement/Prospectus will be passed upon
for Urban Canada by Catalyst Corporate Finance Lawyers, Vancouver, British
Columbia. Certain legal matters will be passed upon for Urban Wyoming by
Van Valkenberg Furber Law Group P.L.L.C., Seattle, Washington, special United
States counsel to the Company. Van Valkenberg Furber Law Group P.L.L.C. will
rely on the opinions of Catalyst Corporate Finance Lawyers as to certain
matters of Canadian law.
<PAGE>
APPENDIX A
ARTICLES OF CONTINUANCE
OF
URBAN JUICE & SODA COMPANY LTD.
(i) A certified copy of the Memorandum and Articles of Urban Juice & Soda
Company Ltd. ("Urban Canada"), including all amendments thereto, are
attached hereto as EXHIBIT A.
(ii) The name of the corporation is "Urban Juice & Soda Company Ltd."
(iii) Urban Canada was incorporated on December 23, 1986 under the British
Columbia Company Act ("BCCA") under the name 2072 Investment Ltd. On
September 25, 1987, Urban Canada changed its name to Republic
Aircraft Manufacturing Corporation. On June 9, 1992, Urban Canada
changed its name to International Republic Aircraft Manufacturing
Corporation and finally to its present name on May 26, 1993. It has
perpetual existence.
(iv) The address of Urban Canada's principle place of business is 1356
Frances Street, Vancouver, B.C. V5L 1Y9, Canada.
(v) The address of the proposed registered office of Urban Juice & Soda
Company, Ltd. in Wyoming is 1720 Carey Avenue, Cheyenne, Wyoming
82001 and the name of the registered agent at that address is CT
Corporations System.
(vi) The purpose of Urban Juice & Soda Company, Ltd. is to conduct any
lawful business.
(vii) The names and respective business addresses of the directors and
officers of Urban Canada that will become officers and directors of
Urban Juice & Soda Company, Ltd., a Wyoming corporation, upon
effectiveness of the continuation are Peter M. van Stolk, President,
Chief Executive Officer and Director, Jennifer L. Cue, Chief Financial
Officer, Secretary and Director, Peter Strahm, Vice President of
Sales-North America, William Wong, Director, Ron B. Anderson,
Director, Jon G. Shastid, Director, Michael M. Fleming, Director, Roly
Morris, Director and Irwin Simon, Director. Their business addresses
are all 1356 Frances Street, Vancouver, B.C. V5L 1Y9, Canada.
(viii) The aggregate number of shares that Urban Canada is authorized to
issue is 100,000,000 common shares without par value. The common
shares are all of the same class and rank equally as to dividends,
voting powers and participation in assets. No common shares are
subject to call or assessment. There are no pre-emptive or conversion
rights and no provisions for redemption, retraction, purchase for
cancellation, surrender or sinking or purchase funds.
(ix) As of March 15, 1999, Urban Canada has 15,150,l64 common shares
issued and outstanding.
<PAGE>
(x) Urban Canada accepts the constitution of the State of Wyoming in
compliance with the requirements of Article 10, Section 5 of the
Wyoming constitution.
Executed as of the ___ day of May, 1999.
- ----------------------------------
Peter van Stolk, President
<PAGE>
APPENDIX B
COMPANY ACT OF BRITISH COLUMBIA
DIVISION 2 - DISSENT PROCEEDINGS
SECTION 207 DISSENT PROCEDURE
(1) If,
(a) being entitled to give notice of dissent to a resolution as
provided in section 37, 103, 126, 222, 244, 249 or 289, a member
of a company (in this Act called a "dissenting member") gives
notice of dissent,
(b) the resolution referred to in paragraph (a) is passed, and
(c) Urban Canada or its liquidator proposes to act on the authority
of the resolution referred to in paragraph (a), Urban Canada or
the liquidator must first give to the dissenting member notice
of the intention to act and advise the dissenting member of the
rights of dissenting members under this section.
(2) On receiving a notice of intention to act in accordance with subsection
(1), a dissenting member is entitled to require Urban Canada to
purchase all of the dissenting member's shares in respect of which the
notice of dissent was given.
(3) The dissenting member must exercise the right given by subsection (2)
by delivering to the registered office of Urban Canada, within 14 days
after Urban Canada, or the liquidator, gives the notice of intention to
act,
(a) a notice that the dissenting member requires Urban Canada to
purchase all of the dissenting member's shares referred to in
subsection (2), and
(b) the share certificates representing all of those shares, and, on
delivery of that notice and those share certificates, the
dissenting member is bound to sell those shares to Urban Canada
and Urban Canada is bound to purchase them.
(4) A dissenting member who has complied with subsection (3), Urban Canada,
or, if there has been an amalgamation, the amalgamated company, may
apply to the court, and the court may
(a) require the dissenting member to sell, and Urban Canada or the
amalgamated company to purchase, the shares in respect of which
the notice of dissent has been given,
(b) set the price and terms of the purchase and sale, or order that
the price and terms be established by arbitration, in either
case having due regard for the rights of creditors,
(c) join in the application any other dissenting member who has
complied with subsection (3), and
<PAGE>
(d) make consequential orders and give directions it considers
appropriate.
(5) The price that must be paid to a dissenting member for the shares
referred to in subsection (2) is their fair value as of the day before
the date on which the resolution referred to in subsection (1) was
passed, including any appreciation or depreciation in anticipation of
the vote on the resolution, and every dissenting member who has
complied with subsection (3) must be paid the same price.
(6) The amalgamation or winding up of Urban Canada, or any change in its
capital, assets or liabilities resulting from Urban Canada acting on
the authority of the resolution referred to in subsection (1), does not
affect the right of the dissenting member and Urban Canada under this
section or the price to be paid for the shares.
(7) Every dissenting member who has complied with subsection (3)
(a) may not vote, or exercise or assert any rights of a member, in
respect of the shares for which notice of dissent has been
given, other than under this section,
(b) may not withdraw the requirement to purchase the shares, unless
Urban Canada consents, and
(c) until the dissenting member is paid in full, may exercise and
assert all the rights of a creditor of Urban Canada.
(8) If the court determines that a person is not a dissenting member, or is
not otherwise entitled to the right provided by subsection (2), the
court, without prejudice to any acts or proceedings that Urban Canada,
its members, or any class of members may have taken during the
intervening period, may make the order it considers appropriate to
remove the limitations imposed on the person by subsection (7).
(9) The relief provided by this section is not available if, subsequent to
giving notice of dissent, the dissenting member acts inconsistently
with the dissent, but a request to withdraw the requirement to purchase
the dissenting member's shares is not an act inconsistent with the
dissent.
(10) A notice of dissent ceases to be effective if the dissenting member
consents to or votes in favour of the resolution of Urban Canada to
which the dissent relates, unless the consent or vote is given solely
as a proxy holder for a person whose proxy required an affirmative
vote.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subject to the provisions of the WBCA the directors shall cause Urban
Wyoming to indemnify a director or former director of Urban Wyoming and the
directors may cause Urban Wyoming to indemnify a director or former director
of a corporation of which Urban Wyoming is or was a shareholder and the heirs
and personal representatives of any former director against all costs, charges
and expenses, including an amount to settle an action or satisfy a judgment,
actually and reasonably incurred by him or them including an amount paid to
settle an action or satisfy a judgment in a civil, criminal or administrative
action or proceeding to which he is or they are made a party by reason of his
being or having been a director including any action brought by Urban Wyoming.
Each director of Urban Wyoming on being elected or appointed shall be deemed
to have contracted with Urban Wyoming on the terms of this indemnity.
Subject to the provisions of the WBCA, the directors may cause Urban
Wyoming to indemnify any officer, employee or agent of Urban Wyoming or of a
corporation of which Urban Wyoming is or was a shareholder (notwithstanding
that he is also a director) and his heirs and personal representatives against
all costs, charges and expenses whatsoever incurred by him or them and
resulting from his acting as an officer, employee or agent of Urban Wyoming or
the corporation.
The failure of a director or officer of Urban Wyoming to comply with the
provisions of the WBCA or of the Articles of Continuance shall invalidate any
indemnity to which he is entitled under this Part.
The directors may cause Urban Wyoming to purchase and maintain insurance
for the benefit of any person who is or was serving as a director, officer,
employee or agent of Urban Wyoming or as a director, officer, employee or agent
of any corporation of which Urban Wyoming is or was a shareholder and his heirs
or personal representatives against any liability incurred by him as a
director, officer, employee or agent.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
3.1* Articles of Continuance of Urban Juice & Soda Company Ltd.
3.2** Memorandum of Urban Juice & Soda Company Ltd.
3.3** Articles of Urban Juice & Soda Company Ltd.
4.1*** Form of Common Share Purchase Warrant
5.1*** Form of Opinion of Van Valkenberg Furber Law Group P.L.L.C.
23.1*** Consent of Van Valkenberg Furber Law Group P.L.L.C.
(included in Exhibit 5.1)
24.1 Power of Attorney (included in the Signature Page to this
Registration Statement)
99.1 Letter to Shareholders
99.2 Notice of Annual General Meeting of Shareholders
___________________
(*) Included as Appendix A to the Proxy Statement/Prospectus.
(**) Filed as an exhibit to the SB-2 Registration Statement (No. 333-5156-LA),
as amended through the date hereof and incorporated herein by reference.
(***) To be filed by amendment.
<PAGE>
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
Registration Statement, by any person or party who is deemed to
be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with
respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the
other items of the applicable form.
(5) That every prospectus: (i) that is filed pursuant to paragraph
(2) immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act of 1933
and is used in connection with an offering of securities subject
to Rule 415, will be filed as a part of an amendment to the
Registration Statement and will not be used until such amendment
is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(6) To respond to requests for information that is incorporated by
reference into the Prospectus pursuant to Items 4, 10(b), 11 or
13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of
the Registration Statement through the date of responding to the
request.
(7) To supply by means of a post-effective amendment all information
concerning a transaction, and Urban Canada being acquired
involved therein, that was not the subject of and included in
the Registration Statement when it became effective.
Insofar as the indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in Vancouver, British
Columbia, on April 8, 1999.
URBAN JUICE & SODA CO.
By /s/ Peter van Stolk
--------------------------------------
Peter van Stolk
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Peter M. van Stolk and Jennifer L. Cue,
or either of them, such person's true and lawful attorneys-in-fact and agents,
with full power of substitution, and resubstitution, for such person and in
such person's name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done as
fully to all intents and purposes as such person might or could do in person,
hereby ratify and confirming all that said attorneys-in-fact and agents, or any
substitute or substitutes of any of them, may lawfully do or cause to be done
by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Peter M. van Stolk President, Chief April 8, 1999
- --------------------------- Executive Officer and
Peter M. van Stolk Director (Principal
Executive Officer)
/s/ Jennifer L. Cue Chief Financial April 8, 1999
- --------------------------- Officer, Secretary and
Jennifer L. Cue Director (Principal
Financial and Accounting
Officer)
/s/ William Wong Director April 8, 1999
- ---------------------------
William Wong
<PAGE>
/s/ Ron B. Anderson Director April 8, 1999
- ---------------------------
Ron B. Anderson
/s/ Jon G. Shastid Director April 8, 1999
- ---------------------------
Jon G. Shastid
/s/ Michael M. Fleming Director April 8, 1999
- ---------------------------
Michael M. Fleming
/s/ Roly Morris Director April 8, 1999
- ---------------------------
Roly Morris
/s/ Irwin Simon Director April 8, 1999
- ---------------------------
Irwin Simon
<PAGE>
EXHIBIT INDEX
3.1* Articles of Continuance of Urban Juice & Soda Company Ltd.
3.2** Memorandum of Urban Juice & Soda Company Ltd.
3.3** Articles of Urban Juice & Soda Company Ltd.
4.1*** Form of Common Share Purchase Warrant
5.1*** Form of Opinion of Van Valkenberg Furber Law Group P.L.L.C.
23.1*** Consent of Van Valkenberg Furber Law Group P.L.L.C.
(included in Exhibit 5.1)
24.1 Power of Attorney (included in the Signature Page to this
Registration Statement)
99.1 Letter to Shareholders
99.2 Notice of Annual General Meeting of Shareholders
___________________
(*) Included as Appendix A to Proxy Statement/Prospectus.
(**) Filed as an exhibit to the SB-2 Registration Statement (No. 333-5156-LA),
as amended through the date hereof and incorporated herein by reference.
(***) To be filed by amendment.
<PAGE>
PRELIMINARY PROXY MATERIALS FOR THE INFORMATION OF THE
SECURITIES AND EXCHANGE COMMISSION
URBAN JUICE & SODA COMPANY LTD.
April ___, 1999
Dear Shareholder:
You are cordially invited to attend the Annual General Meeting of
Shareholders of Urban Juice & Soda Company Ltd. ("Urban Canada"), to be held at
________________________________________, Vancouver, British Columbia, on May
28, 1999, at ______ a.m., local time. At this meeting, you will be asked to
consider a proposal to approve the Articles of Continuance ("Articles of
Continuance") which relates to the continuation ("Continuation") of Urban
Canada from the province of British Columbia into the state of Wyoming. The
attached Proxy Statement/Prospectus describes the proposed Continuation in
detail. YOU ARE URGED TO READ CAREFULLY THE FULL TEXT OF THE PROXY
STATEMENT/PROSPECTUS.
If the Continuation is approved by the shareholders, Urban Canada will
cease to be a British Columbia company governed by the provisions of British
Columbia Company Act ("BCCA") and will become a Wyoming corporation governed
by the Wyoming Business Corporations Act ("WBCA"). To effect the
Continuation, Urban Canada will adopt and file Articles of Continuance
prepared in accordance with the WBCA with the Secretary of State of Wyoming
that will replace its current Memorandum and Articles (the "British Columbia
Memorandum and Articles"). A copy of the proposed Articles of Continuance,
may be reviewed at the offices of Urban Canada's solicitors, Catalyst
Corporate Finance Lawyers, 1100-1055 West Hastings Street, Vancouver, British
Columbia, V6E 2E9 at any time during normal business hours.
In addition to your approval of the Continuation, you will also be asked
to agree to Urban Canada's amalgamation with its wholly owned subsidiaries
Wazu Products Ltd., Zip City Distribution Co. Vancouver Ltd. and Vancouver
Island Beverage Company Ltd. under the provisions of sections 271 and 275 of
the BCCA. In addition, as Urban Canada wishes to carry out further research
with respect to this issue, Urban Canada intends to obtain the approval of the
shareholders to permit the directors to abandon the amalgamation at any time if
in their sole discretion they consider it appropriate to do so.
It is important that you vote your shares by completing, dating and
returning the accompanying proxy card, whether or not you plan to attend the
Annual General Meeting. Please sign, date and return the accompanying proxy
card in the enclosed postage-paid envelope.
Sincerely,
Peter van Stolk
President,
Chief Executive Officer and
Director
<PAGE>
URBAN JUICE & SODA COMPANY LTD.
1356 Frances Street
Vancouver, British Columbia
Canada V5L 1Y9
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
ON MAY 28, 1999
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders
(the "Annual General Meeting") of Urban Juice & Soda Company Ltd. ("Urban
Canada") will be held at __________________, Vancouver, British Columbia, on
May 28, 1999, at _______ a.m., local time, for the following purposes:
1. to receive and consider the report of the directors of Urban Canada to
the shareholders and the financial statements of Urban Canada for the
year ended December 31, 1998, together with the auditors' report
thereon;
2. to appoint KPMG Peat Marwick Thorne, Chartered Accountant, as auditors
of Urban Canada for the ensuing year and to authorize the Directors to
fix the remuneration to be paid to the Auditors, as more particularly
described under the heading "Appointment of Auditors", in the
accompanying Proxy Statement/Prospectus;
3. to elect seven persons as directors of Urban Canada;
4. to consider and, if thought fit, pass a special resolution, with or
without amendment that:
a) Urban Canada amalgamate with its wholly-owned subsidiaries, Wazu
Products Ltd. Zip City Distribution Co. Vancouver Ltd. and
Vancouver Island Beverage Company Ltd., under the provisions of
sections 271 to 275 of the British Columbia Company Act and that
the amalgamation agreement between Urban Canada, Wazu Products
Ltd. Zip City Distribution Co. Vancouver Ltd. and Vancouver
Island Beverage Company Ltd. is hereby approved and adopted, and
that the directors of Urban Canada are authorized to take such
steps as it may be necessary to implement the amalgamation
agreement; and
b) the directors of Urban Canada be authorized not to proceed with
the amalgamation at any time, if, in their sole discretion, they
believe it is not in the best interests of Urban Canada or if
regulatory approval is not obtained.
5. to consider and, if thought fit, pass a special resolution, with or
without amendment that:
a) Urban Canada be authorized to make application to the British
Columbia Registrar, the Secretary of State of the State of
Wyoming (the "Secretary of State") and the Vancouver Stock
Exchange for consent and approval of the continuation of Urban
Canada into the state of Wyoming (the "Continuation");
b) Urban Canada be hereby authorized to make application to the
Secretary of State for a Certificate of Continuation continuing
Urban Canada as if it had been originally incorporated under the
WBCA;
<PAGE>
c) Urban Canada adopt the Articles of Continuance (the "Articles of
Continuance") in the form approved by the directors of Urban
Canada, to become effective when the Secretary of State issues a
Certificate of Continuation continuing Urban Canada as if it had
been originally incorporated under WBCA;
d) upon the Continuation of Urban Canada into the State of Wyoming,
Urban Canada be hereby authorized to file with the British
Columbia Registrar a certified copy of the Wyoming Certificate
of Continuation issued by the Secretary of State and request
that the British Columbia Registrar remove Urban Canada from the
register in British Columbia;
e) the directors of Urban Canada be hereby authorized, in their
discretion, to abandon or amend the application for continuation
of Urban Canada under the WBCA without further approval of the
shareholders; and
f) the directors and officers of Urban Canada, or any one of them,
be hereby authorized and directed to perform all such acts,
deeds and things and execute, under the seal of Urban Canada or
otherwise, all such documents, agreements and other writings as
may be required to give effect to the true intent of this
resolution.
6. to consider and, if thought fit, pass an ordinary resolution, with or
without amendment that:
a) subject to regulatory approval, the amendment of the Stock
Option Plan dated June 18, 1996, as amended (the "Plan") to
authorize Urban Canada to grant stock options pursuant and
subject to the terms and conditions of the Plan entitling the
optionholders to purchase up to 3,000,000 common shares of Urban
Canada be approved; and
b) subject to regulatory approval, section 5.1 of the Plan be
deleted in its entirety, and replacing it with the following:
"NUMBER OF SHARES - The Committee, from time to time, may grant
Options to purchase an aggregate of up to 3,000,000 Shares,
subject to regulatory approval, to be made available from
authorized, but unissued or reacquired, Shares. In calculating
the foregoing 3,000,000 Shares, the Committee shall include all
Shares subject to options outstanding prior to the Effective
Date of the Plan. The foregoing number of Shares shall be
adjusted, where necessary, to take account of the events
referred to in Section 11 hereof."; and
7. to consider such other matters as may properly be brought before the
Meeting or any adjournment thereof.
The accompanying Proxy Statement/Prospectus provides additional information
relating to the matters to be dealt with at the Meeting and is supplemental to
and expressly made a part of this Notice of Meeting.
If you are a registered shareholder of Urban Canada and are unable to attend
the Meeting in person, please complete, date and execute the accompanying form
of proxy and deposit it with Pacific Corporate Trust Company, Suite 830 - 625
Howe Street, Vancouver, British Columbia, V6C 3B8, not less than 48 hours
(excluding Saturdays, Sundays and holidays) prior to the Meeting.
<PAGE>
If you are a non-registered shareholder of Urban Canada and received these
materials through a broker, a financial institution, a participant, a trustee
or administrator of a self-administered retirement savings plan, retirement
income fund, education savings plan, or other similar self-administered
savings or investment plan registered under the INCOME TAX ACT (Canada), or a
nominee of any of the foregoing that holds your security on your behalf (the
"Intermediary"), please complete and return the materials in accordance with
the instructions provided to you by your Intermediary.
DATED at Vancouver, British Columbia as of the ________ of _______________,
1999.
By Order of the Board of Directors of
URBAN JUICE & SODA COMPANY LTD.
Secretary
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES THAT
YOU OWN. EACH SHAREHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE ANNUAL
GENERAL MEETING, IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE. ANY PROXY GIVEN BY
A SHAREHOLDER MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED. ANY
SHAREHOLDER PRESENT AT THE ANNUAL GENERAL MEETING MAY REVOKE HIS OR HER PROXY
AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL GENERAL MEETING.
IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME,
HOWEVER, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE
PERSONALLY AT THE ANNUAL GENERAL MEETING. PLEASE DO NOT SEND ANY CERTIFICATES
FOR YOUR SHARES AT THIS TIME.
