SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
PARAMOUNT SERVICES CORP.
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
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[ ] 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 No.:
3) Filing Party:
4) Date Filed:
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PARAMOUNT SERVICES CORP.
Suite 1650
Waterfront Centre
200 Burrard St.
Vancouver, British Columbia
Canada V6C 3L6
(604) 689-3355
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Notice is hereby given that a Special Meeting of Stockholders of
Paramount Services Corp. (the "Company") will be held at Suite 1650, Waterfront
Centre, 200 Burrard St., Vancouver, British Columbia, on _____________, 1999, at
9:00 a.m., local time, to consider and act upon the following:
1. A proposal to reverse split the outstanding shares of the Company's
common stock such that each twenty-three shares of the Company's issued and
outstanding common stock will be automatically converted into one share of
common stock. The Company will not issue any fractional shares as a result of
the reverse stock split to any shareholders owning (prior to the reverse stock
split) less than twenty-three shares. Any stockholder owning less than one full
share after the reverse stock split will be paid in cash for his or her
fractional share.
2. Such other business as may properly come before the meeting or any
adjournment or adjournments thereof.
Stockholders of record at the close of business on ________________,
1999, will be entitled to vote on the matters to be considered at the meeting to
be convened on ____________ at 9:00 a.m.
After a vote has been taken with respect to the foregoing, the meeting
will be adjourned until _____________, at ______ p.m., local time, at which time
the meeting will be reconvened. At the reconvened meeting, stockholders will be
requested to consider and act upon the following:
3. A proposal to forward split the then outstanding shares of the
Company's common stock such that each share of the Company's issued and
outstanding common stock, after giving effect to the reverse stock split
provided for above, will be automatically converted into twenty shares of common
stock.
4. Such other business as may properly come before the meeting or any
adjournment or adjournments thereof.
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Stockholders of record at the close of business on ________________,
1999, and who own twenty-three or more shares of the Company's common stock on
such date will be entitled to vote on the matters to be considered at the
meeting to be reconvened on _______________________, at ____ p.m.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. IF YOU
CANNOT ATTEND, PLEASE COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY SO
THAT YOUR SHARES MAY BE VOTED AT THE MEETING. YOUR VOTE IS IMPORTANT.
Vancouver, British Columbia
____________, 1999 By Order of the Board of Directors
/s/ Andrew Hromyk
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Secretary
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PARAMOUNT SERVICES CORP.
Suite 1650
Waterfront Centre
200 Burrard St.
Vancouver, British Columbia
Canada V6C 3L6
(604) 689-3355
PROXY STATEMENT
IN GENERAL
This statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Paramount Services Corp. (the "Company") to
be used at a Special Meeting of Stockholders to be held at Suite 1650,
Waterfront Centre, 200 Burrard St., Vancouver, British Columbia, Canada V6C 3L6,
on _________________, 1999, to consider and act upon the following:
1. A proposal to reverse split the outstanding shares of the Company's
common stock such that each twenty-three shares of the Company's issued and
outstanding common stock will be automatically converted into one share of
common stock, and following the adoption of this proposal,
2. A proposal to forward split the then outstanding shares of the
Company's common stock such that each share of the Company's issued and
outstanding common stock, after giving effect to the reverse stock split
provided for above, will be automatically converted into twenty shares of common
stock.
The Special Meeting of Stockholders will begin at 9:00 a.m., local time
on ______________, 1999 and will be adjourned to _______ p.m. local time on
______________, 1999. The shares covered by the enclosed proxy, if such is
properly executed and received prior to the meeting, will be voted for the
proposals to be considered at the meeting. A proxy may be revoked at any time
before it is exercised by giving written notice to the Company, and stockholders
may vote their shares if they attend the meeting in person even if they have
executed and returned a proxy. Distribution of this Proxy Statement commenced on
or about __________________, 1999.
Management of the Company does not intend to present and does not have
reason to believe that others will present any others items of business at the
Special Meeting. However, if other matters are properly presented to the meeting
for a vote, the proxies will be voted upon such matters in accordance with the
judgment of the persons acting under the proxies.
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection with
solicitation of proxies will be paid by the Company including any additional
solicitation made by letter, telephone or facsimile.
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PROPOSALS TO BE CONSIDERED AT THE MEETING
Reverse Stock Split As of the date of the proxy statement, the Company estimates
that it has approximately 300 shareholders of record. Approximately 260 of the
record holders own less than twenty-three shares of the Company's common stock.
Due to the high cost of communicating with its shareholders, the
Company feels it would be in the best interest of the Company to eliminate
shareholders who own less than 10 shares of common stock. The proposal to be
submitted at the special meeting of shareholders, if adopted, would cause any
shareholder that owned less than twenty-three shares to own less than one share.
Since the Company would not issue any fractional shares of common stock, any
shareholder owning less than one full share after the reverse stock split would
be paid in cash for his or her fractional shares. If the proposed reverse stock
split is adopted, and based upon the book value of the Company's common stock at
____________, 1999, the Company estimates that it would pay $0.10 for each 0.10
of a post split share (to be proportionately adjusted for other fractions).
The effect of the reverse stock split would be to eliminate
approximately 260 shareholders (owning approximately 1,428 shares) at an
estimated cost of approximately $200.
After the reverse stock split the Company would continue to be
registered under Section 12(g) of the Securities Act of 1933.
The Company does not feel that the elimination of approximately 260
shareholders of record will have any adverse impact since the value of the
shares held by the shareholders owning less than twenty-three shares is so small
that the sale of such shares (after taking into account brokerage commissions
and stock transfer fees) would not be practical.
Forward Stock Split
After the adoption of the reverse stock split described above, the
Company will have approximately 112,450 issued and outstanding shares of common
stock. The Company's board of directors has adopted a proposal, subject to
shareholder approval, to forward split each outstanding share of the Company's
common stock such that each issued and outstanding share (after giving effect to
the reverse stock split) would be automatically converted into twenty shares of
common stock.
Summary
The following summarizes the effects of the reverse and forward stock
splits on the outstanding shares of the Company's common stock.
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Total outstanding sharesat ____________, 1999 2,587,778
Total outstanding shares
aftertwenty-three for 1 reverse stock split 112,450
Total outstanding shares after
twenty for 1 forward stock split 2,249,000
The Company will not issue any fractional shares as a result of the
reverse stock split to shareholders owning (prior to the reverse stock split)
less than twenty-three shares. Any stockholder owning less than one full share
after the reverse stock split will be paid in cash for his or her fractional
share.
Any fractional shares resulting from the twenty for one forward stock
split will be rounded to the nearest whole share.
Vote Required
On ______________, 1999, there were 2,587,778 outstanding shares of the
Company's common stock, with each share entitled to one vote. A majority of the
outstanding shares of common stock will constitute a quorum for the transaction
of business at the meeting.
The adoption of the proposals to reverse split, and then forward split,
the Company's outstanding common stock will require the approval by the holders
of a majority of the shareholders of the Company's issued and outstanding common
stock. The adoption of any other proposals to come before the meeting will
require the approval of a majority of votes cast at the meeting.
Stockholders of record at the close of business on ____________, 1999,
will be entitled to vote on the proposal concerning the reverse stock split and
on any other matters to be considered at the meeting to be convened at 9:00 a.m.
Stockholders of record at the close of business on ____________, 1999,
and who own twenty-three or more shares of the Company's common stock on such
date will be entitled to vote on the proposal concerning the forward stock split
as well as any other matters to be considered at the meeting to be reconvened on
____________ at ____ _.m.
The Company's principal shareholder, who owns 2,571,057 shares of the
Company's common stock (99% of the total outstanding shares) intends to vote its
shares in favor of the proposals to reverse split, and then forward split, the
outstanding shares of the Company's common stock.
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PRINCIPAL SECURITY HOLDERS
The following table sets forth the shareholdings of the Company's
officers and directors, and those persons who own more than 5% of the Company's
common stock, its only class of outstanding equity securities, as of
______________, 1999. Unless otherwise indicated, the share ownership reflected
below represents both record and beneficial ownership.
Name and
Address of Position Percent
Beneficial Owner with Company Shares Owned of Class
- ---------------- ------------ ------------ --------
Andrew Hromyk President -- --
Suite 1650
Waterfront Centre
200 Burrard St.
Vancouver, British Columbia
Canada V6C 3L6
Bona Vista West Ltd. None 2,571,057 (1) 99%
P.O. Box 62
2110 Leeward Highway
Providenciales
Turks & Caicos Islands
British West Indies
- ----------------
(1) Andrew Meade is the sole officer, director and shareholder of Bona
Vista West Ltd., and as a result he may be deemed the beneficial owner
of these shares.
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PARAMOUNT SERVICES CORP.
PROXY
This Proxy is Solicited by the Board of Directors
The undersigned stockholder of Paramount Services Corp., acknowledged
receipt of the Notice of the Special Meeting of Stockholders, to be held
__________________, 1999 at 9:00 a.m., local time, at Suite 1650, Waterfront
Centre, 200 Burrard St., Vancouver, British Columbia, Canada V6C 3L6, and hereby
appoints ___________ or __________________, or either of them, each with the
power of substitution, as Attorneys and Proxies to vote all the shares of the
undersigned at said special meeting of stockholders and at all adjournments
thereof, hereby ratifying and confirming all that said Attorneys and Proxies may
do or cause to be done by virtue hereof. The above-named Attorneys and Proxies
are instructed to vote all of the undersigned's shares as follows:
1. To reverse split the outstanding shares of the Company's common
stock such that each twenty-three shares of the Company's issued and outstanding
common stock will be automatically converted into one share of common stock. Any
stockholder owning less than one full share after the reverse stock split will
be paid in cash for his or her fractional share.
FOR AGAINST ABSTAIN
---- ---- ----
2. To forward split the then outstanding shares of the Company's common
stock such that each share of the Company's issued and outstanding common stock,
after giving effect to the reverse stock split provided for above, will be
automatically converted into twenty shares of common stock.
FOR AGAINST ABSTAIN
---- ---- ----
In their discretion, upon such other business as may properly come
before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED,
THIS PROXY WILL BE VOTED IN FAVOR OF ITEMS 1 AND 2.
Please sign your name exactly as it appears on your stock certificate. If shares
are held jointly, each holder should sign. Executors, trustees, and other
fiduciaries should so indicate when signing.
Please Sign, Date and Return this Proxy so that your shares may be voted at the
meeting.
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Dated this day of , 1999
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Signature Signature
Please mail your proxy to: ----------------------------------
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