SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant [ ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
[x] Definitive proxy statement Commission Only (as permitted
[ ] Definitive additional materials by Rule 14a-6(e)(2))
[ ] Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12
OLERAMMA, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) filing proxy statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
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OLERAMMA, INC.
5085 LIFT DRIVE, SUITE 201
COLORADO SPRINGS, CO 80919
March 14, 2000
Dear Stockholder:
You are cordially invited to attend a special meeting of stockholders
of Oleramma, Inc. ("Oleramma") to be held at 10:00 a.m. Mountain Standard Time
on March 29, 2000, at the offices of OLERAMMA, INC., 5085 Lift Drive, Suite
201, Colorado Springs, CO 80919, for the following purposes:
1. To vote on a proposal to amend Oleramma's Articles of Incorporation
to change the name of Oleramma, Inc. from "Oleramma, Inc." to
"BuckTV.com, Inc."
2. To vote on a proposal to amend Oleramma's Articles of Incorporation
to increase the number of authorized common shares from twenty million
to one hundred million shares.
3. To transact such other business as may properly come before the special
meeting or any adjournments or postponements of the special meeting.
Only Oleramma's stockholders of record at the close of business on
March 8, 2000, are entitled to notice of, and entitled to vote at, the
special meeting and at any adjournments or postponements of the special meeting.
The Oleramma Board of Directors unanimously recommends that stockholders
vote "FOR" the above proposal.
Whether or not you plan to attend, to assure your representation at the
meeting please carefully read the accompanying proxy statement, which describes
the matter to be voted upon, and complete, sign, date and return the enclosed
proxy card in the accompanying postage-paid reply envelope. Should you receive
more than one proxy card because your shares are registered in different names
and addresses, please return each of them to ensure that all your shares are
voted. If you hold your shares of Oleramma in street name and decide to attend
the special meeting and vote your shares in person, please notify your broker to
obtain a ballot so that you may vote your shares. If you are a holder of record
of Oleramma's shares and submit the enclosed proxy card and then vote by ballot,
your proxy vote will be revoked automatically an only your vote will be counted.
The prompt return of your proxy card will assist us in preparing for the special
meeting.
We look forward to seeing you at the special meeting
By Order of the Board of Directors,
/s/ Richard Lindberg
---------------------------
Richard Lindberg, President
Colorado Springs, CO
March 14, 2000
OLERAMMA, INC.
5085 LIFT DRIVE, SUITE 201
COLORADO SPRINGS, CO 80919
PROXY STATEMENT
FOR THE
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 29, 2000
GENERAL INFORMATION FOR STOCKHOLDERS
The enclosed proxy card is solicited on behalf of the board of
directors of Oleramma, Inc., a Nevada corporation ("Oleramma"), for use at
a special meeting of stockholders to be held at to be held at 10:00 a.m.
Mountain Standard Time on March 29, 2000, at the offices of OLERAMMA, INC.,
5085 Lift Drive, Suite 201, Colorado Springs, CO 80919, and at any
adjournment. This proxy statement and the accompanying proxy card were
mailed on or about March 15, 2000, to the stockholders entitled to vote
at the special meeting.
RECORD DATE AND VOTING
The specific proposal to be considered and acted upon at the special
meeting is described in detail in this proxy statement. Stockholders of record
at the close of business on March 8, 2000 (the "Record Date"), are entitled
to notice of, and to vote at, the special meeting. As of the close of business
on that date, there were outstanding and entitled to vote 3,767,200 shares of
Oleramma's common stock, par value $0.001 per share (the "Common Stock"). There
were no outstanding or issued Preferred Shares. Each holder of Common Stock is
entitled to one vote for each share of Common Stock held by that stockholder on
the Record Date.
A majority of all of the shares of Common Stock entitled to vote,
whether present in person or by represented by proxy, will constitute a quorum
for the transaction of business at the special meeting.
At the special meeting, all holders of shares of Common Stock will be
asked to vote on the proposal. A majority of the votes cast by the holders of
Common Stock is required in order to approve the proposal.
If a choice as to the proposal before the special meeting has been
specified by a stockholder on a returned proxy, the shares will be voted
accordingly. If no choice is specified, the shares will be voted in favor of the
proposal.
Abstentions and broker non-votes (that is, a proxy submitted by a
broker or nominee that specifically indicates the lack of discretionary
authority to vote on the proposals) are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Abstentions
will have the same effect as negative votes, whereas broker non-votes will not
be counted for purposes of determining whether the proposal has been approved.
To ensure that your shares are voted at the special meeting, please
complete, date, sign and return the enclosed proxy in the accompanying
postage-prepaid, return envelope as soon as possible.
The corporate action described in this proxy statement will not afford
to stockholders the opportunity to dissent from the action described herein and
to receive an agreed or judicially appraised value for their shares.
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REVOCABILITY OF PROXIES
Any stockholder giving a proxy pursuant to this solicitation may revoke
it at any time prior to its exercise. A stockholder of record may revoke a proxy
by filing with Oleramma's Corporate Secretary at its principal executive offices
at 5085 Lift Drive, Suite 201, Colorado Springs, CO 80919, a duly executed
proxy bearing a later date or by attending the special meeting and voting that
stockholder's shares in person. Persons who hold Oleramma's shares in street
name may revoke their proxy by contacting their broker to obtain a legal ballot
and filing that ballot bearing a later date with the Corporate Secretary of
Oleramma at its principal executive offices or by attending the special meeting
and voting that legal ballot in person.
SOLICITATION
Oleramma will bear the cost of soliciting proxies. In addition,
Oleramma will solicit shareholders by mail with the assistance of its regular
employees and will ask banks and brokers, and other custodians, nominees and
fiduciaries, to solicit those of their customers who have stock of Oleramma
registered in the names of those persons, and Oleramma will reimburse them for
their reasonable out-of-pocket costs. Oleramma may use the services of its
officers, directors and others to solicit proxies, personally or by e-mail,
facsimile, telephone or other forms of communication, without additional
compensation.
FORWARD-LOOKING STATEMENTS
Certain statements in this proxy statement may constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act. The assumptions reflected in
these statements are subject to certain risks, uncertainties and other factors,
including changes in general economic or business conditions, competition from
other manufacturers of cataract-extraction technologies, the unavailability of
any necessary intellectual property rights possessed by third parties, and
certain of those risks described in Oleramma's most recent report on Form 10-SB
filed with the Securities and Exchange Commission.
PROPOSAL NUMBER ONE
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE OLERAMMA'S
NAME TO "BuckTV.com, Inc."
The board of directors has unanimously approved, subject to stockholder
approval, an amendment to Oleramma's Articles of incorporation changing the
name of Oleramma to "BuckTV.com, Inc." The full text of the proposed changes to
Oleramma's Articles of incorporation has been incorporated into the
proposed Articles of amendment of Oleramma's Articles of incorporation
included as Exhibit A.
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This name change reflects the board of director's decision to expand
Oleramma's business focus beyond agricultural research.
In making this decision, the board of directors was principally
influenced by two considerations. First, the management of Company plans
to seek new opportunities for the Company by developing a website. Second, in
recent years the stockholders of development-stage reserach companies have for
the most part had little to show for risks taken and resources committed, given
that the stock price of development-stage companies in the agricultural
research sector have lagged well behind market indices.
By contrast, development of a marketing website offers the prospect of
a more limited commitment of resources, a quicker return on investment, and a
stock price that reflects the promise of technologies under development.
Given these considerations, the board of directors has decided that its
would be in the best interests of Oleramma and its stockholders for Oleramma to
adopt a broader approach in marketing products through the world wide internet
and to consider investing in electronic infrastructure, software and
communication technologies. Note that this change reflects an adjustment in
company strategy. Oleramma will continue to develop, to the extent consistent
with its revised strategy, its own interactive website.
The board of directors believes that given Oleramma's revised strategy,
it is only appropriate that it adopt a corporate name that reflects that
strategy. The board of directors believes the new name, "BuckTV.com, Inc.,"
will give Oleramma immeasurably greater credibility in acquiring and,
ultimately, commercializing or divesting its technologies.
Oleramma believes its name change will have no adverse effect on its
business. Public recognition of Oleramma's name is generally limited to the
agricultural industry. Notifying Oleramma's business partners of the name
change should be a simple matter. In addition, Oleramma will continue to use
its current OTC-Bulletin Board ticker symbol, until the name change is
approved. At which time, the Company plans to apply for a new symbol which
would better reflect its new name.
Upon Stockholder approval of the name change, stockholders will be
required to submit their stock Articless for exchange. Following the
effective date of the amendment changing the name of Oleramma, all new stock
Articless issued by Oleramma with its new name, BuckTV.com, Inc.
The affirmative vote of the holders of a majority of the shares of the
Common Stock issued and outstanding on the Record Date, voting as a single
class, is required for the approval of this proposal.
The board of directors deems this proposal to be in the best interests
of Oleramma and its stockholders and recommends that you vote "FOR" this
proposal.
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PROPOSAL NUMBER TWO
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE OLERAMMA'S
NUMBER OF AUTHORIZED COMMON SHARES FROM TWENTY MILLION TO ONE HUNDRED MILLION
The board of directors has unanimously approved, subject to stockholder
approval, an amendment to Oleramma's Articles of incorporation changing the
number of authorized common shares, $0.01 par value from twenty million to one
hundred million shares. The proposed changes to Oleramma's Articles of
incorporation has been incorporated into the proposed Articles of amendment
of Oleramma's Articles of incorporation included as Exhibit A.
Increasing the number of authorized shares will give the company
added flexibility to enhance its capitalization.
In making this decision, the board of directors was principally
influenced by the need that at sometime in the future, the Company may need
to seek additional equity capital in order to expand its operations. The
additional number of authorized shares will give the Company added flexibility
to utilize these common shares to help it finance and capitalize the Company.
Given these considerations, the board of directors has decided that its
would be in the best interests of Oleramma and its stockholders for Oleramma to
increase its number of its $0.01 par value, authorized common shares from
twenty million to one hundred million.
The affirmative vote of the holders of a majority of the shares of the
Common Stock issued and outstanding on the Record Date, voting as a single
class, is required for the approval of this proposal.
The board of directors deems this proposal to be in the best interests
of Oleramma and its stockholders and recommends that you vote "FOR" this
proposal.
OTHER BUSINESS
As of the date of this proxy statement, the only business which the
board of directors intends to present and knows that others will present at the
special meeting is that herein set forth. If any other matter is properly
brought before the special meeting or any adjournments thereof, it is the
intention of the persons named in the accompanying form of proxy to vote the
proxy on such matters in accordance with their judgment.
THE BOARD OF DIRECTORS
Dated: March 13, 2000
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Exhibit A
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
OLERAMMA, INC.
(Pursuant to NRS 78.385 and 78.390 -- After Issuance of Stock)
We the undersigned do hereby certify that:
1. Oleramma, Inc. (the "Corporation") is a corporation formed under
the laws of the State of Nevada, and its Articles of Incorporation was filed
in the office of the Secretary of State on September 21, 1998.
2. The Articles of Incorporation are hereby amended by deleting the
existing ARTICLE I and ARTICLE VI and replacing it in its entirety with the
following amendments:
"ARTICLE I: The name of the corporation is BuckTV.com, Inc, a Nevada
corporation."
"ARTICLE VI: The corporation shall have authority to issue one
hundred million shares of Common Stock at par value of $0.001 per
share; and five million shares of Preferred Stock at a par value
of $0.001."
3. This amendment to the Articles of incorporation has been duly
adopted in accordance General Corporation Law of the State of Nevada.
4. The number of shares of the Corporation outstanding and entitled
to vote on an amendment to the Articles of Incorporation is: 3,767,200; that
the said changes and amendment have been consented to and approved by a
majority vote of the stockholders holding at least a majority of each class
of stock outstanding and entitled to vote thereon.
5. The number of shares voted for such amendments was ____________
(__%) and the number voted against such amendment was ______.
The undersigned has signed this Articles on March __, 2000.
/s/
---------------------------
Richard Lindberg
President
<PAGE>
PROXY CARD
OLERAMMA, INC.
Special meeting of STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned stockholder of Oleramma, Inc. ("Oleramma") hereby
revokes all previous proxies, acknowledges receipt of the notice of special
meeting of stockholders to be held on Friday, March 29, 2000, and the related
proxy statement, and appoints Mr. Richard Lindberg, Mr. Larry Hunter and
Mr. Bry Behrmann, and each of them, as proxies of the undersigned, with full
power of substitution to vote all shares of Oleramma's common stock that the
undersigned is entitled to vote at a special meeting of stockholders to be held
at 10:00 a.m. Mountain Standard Time on March 29, 2000, at the offices of
OLERAMMA, INC., 5085 Lift Drive, Suite 201, Colorado Springs, CO 80919, and
at any adjournments thereof. The shares represented by the proxy may only be
voted in the manner specified below.
1. To authorize the proposal to amend Oleramma's Articles of
incorporation to change the name of Oleramma from "Oleramma,
Inc." to "BuckTV.com, Inc.";
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To authorize the proposal to amend Oleramma's Articles of
incorporation to increase the number of authorized common shares
from twenty million (20,000,000) to one hundred million
(100,000,000).
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To transact such other business as may properly come before the special
meeting and any adjournment or adjournments thereof.
The board of directors recommends you vote "FOR" the above proposals.
This proxy when properly executed will be voted in the manner directed
above. In the absence of direction for the above proposal, this proxy will be
voted "FOR" that proposal.
(Continued on the other side.)
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
Please print the shareholder name exactly as it appears on this proxy.
If the shares are registered in more than one name, the signature of each person
in whose name the shares are registered is required. A corporation should sign
in its full corporate name, with a duly authorized officer signing on behalf of
the corporation and stating his or her title. Trustees, guardians, executors,
and administrators should sign in their official capacity, giving their full
title as such. A partnership should sign in its partnership name, with an
authorized person signing on behalf of the partnership.
Dated: ____________, 2000
---------------------------------
(Print Name)
---------------------------------
(Authorized Signature)
I plan to attend the special meeting in person:
[ ] Yes
[ ] No
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