SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[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
SOLID MANAGEMENT CORP.
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(Name of Registrant as Specified In Its Charter)
Board of Directors -- Solid Management Corp.
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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SOLID MANAGEMENT CORP.
2779 Lake City Way,
Burnaby, British Columbia, Canada V5A 2A6
PROXY STATEMENT
For the Annual Meeting of Shareholders
to be held on Thursday, August 3, 2000
This Proxy Statement and the accompanying proxy are furnished to the
shareholders of Solid Management Corp. (the "Company") in connection with the
solicitation of proxies by the Board of Directors for use at the 2000 Annual
Meeting of Shareholders (the "Annual Meeting"). The Annual Meeting will be held
on Thursday, August 3, 2000, beginning at 9:00 a.m. at the Company's
headquarters, located at 2779 Lake City Way, Burnaby, British Columbia, V5A 2A6,
and at any postponements or adjournments of the Annual Meeting. The enclosed
proxy is being solicited by the Board of Directors of the Company.
The Company is paying all costs of preparing, assembling and mailing this Proxy
Statement. The Company has made arrangements to forward copies of proxy
materials to brokerage houses, custodians, nominees and fiduciaries for
forwarding of proxy soliciting material to the beneficial owners of the Common
Stock of the Company at the Company's expense. In addition to the solicitation
of proxies by mail, some of the officers, directors and regular employees of the
Company may without additional compensation solicit proxies by telephone or
personal interview. The Company will bear the costs of these solicitations.
VOTING AND REVOCABILITY OF PROXIES
Shareholders are encouraged to complete the enclosed proxy and return it to the
Company as soon as possible. Any person who completes the enclosed proxy may
revoke it at any time prior to its exercise by delivering to the Secretary of
the Company either a signed statement revoking the proxy or a properly executed
proxy bearing a later date. A shareholder may also revoke a proxy by attending
the Annual Meeting and voting his or her shares personally. Proxies that have
been properly dated, signed and returned will be voted in accordance with the
instructions given by the shareholder. If a proxy is signed and returned but no
voting instructions are given, each valid proxy will be voted in the election of
directors FOR those nominees presented by the Board of Directors and FOR
approval of Davidson & Company as the independent auditors of the Company.
Should any other business properly come before the Annual Meeting, the person or
persons named as the proxy shall be allowed to vote on such matter as that
person or those persons determine in his, her or their sole discretion.
Abstentions will be counted as shares present or represented and entitled to
vote for the purposes of determining whether a quorum exists at the Annual
Meeting.
Shareholders of record as of the close of business on June 29, 2000 are entitled
to notice of the Annual Meeting and to vote in person or by proxy. The Common
Stock of the Company (the "Common Stock") is the only class of outstanding
securities entitled to vote at the Annual Meeting.
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As of the close of business on June 29, 2000, there were 500,000 shares of
Common Stock outstanding and entitled to vote. The presence of a majority of the
outstanding shares of Common Stock, either in person or by proxy, will
constitute a quorum at the Annual Meeting.
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
The Company's Bylaws provide that the Board of Directors shall consist of
between one and five members, with the exact number of directors between one and
five to be determined by the Board of Directors. The Board of Directors has set
the number of directors at one, and there is currently one member of the Board
of Directors.
Persons may be nominated for election to the Board of Directors by the
shareholders upon the making of a proper motion at the Annual Meeting.
One director is to be elected at the Annual Meeting to serve until the following
annual meeting of shareholders. The Board of Directors will present at the
Annual Meeting for election and recommends a vote FOR Mrs. Andrea Carley. Mrs.
Carley was recommended by the Board of Directors for presentation to the
shareholders for election at the Annual Meeting. Mrs. Carley is currently a
member of the Board of Directors.
Persons receiving a plurality of the votes cast at the Annual Meeting will be
elected to the Board of Directors. A "plurality" means that the individuals who
receive the largest number of votes cast are elected as directors up to the
maximum number of directors to be chosen. Votes against any candidate and any
shares not voted (such as by abstention) will have no impact on the election of
directors. All proxies will be voted FOR the election of each of these nominees
unless authority to vote for the election of any nominee or nominees is withheld
by the shareholder giving the proxy. If any nominee should unexpectedly decline
or be unable to act as a director, the proxies may be voted for a substitute
nominee to be designated by the Board of Directors. The Board of Directors does
not believe that any nominee will decline to serve.
Shareholders are entitled to one vote for each share held.
Background information with respect to the nominee for election to the Board of
Directors is set forth below.
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
Andrea Carley, President and Secretary of the Company, was appointed to her
positions with the Company on March 30, 2000. Prior to joining the Company, Mrs.
Carley was a private investor.
Directors are elected at annual meetings of the shareholders to terms which
extend until the following annual meeting. Officers are appointed by, and serve
at the discretion of, the Board of Directors.
No members of the Board of Directors are currently compensated for attending
meetings of the Board of Directors.
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There are no agreements between the Company and any of its officers or directors
which concern changes of control of the Company.
SECURITIES OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the number of
shares of the voting securities which each director, each nominee for election
to the Board of Directors the percentage of shares which the executive officers
and directors owned as a group as of June 29, 2000. The only class of equity
securities which has a present right to vote in elections of directors is the
Common Stock.
<TABLE>
<CAPTION>
Number of Shares Percent
Name (1) Director Since Address Beneficially Owned of Class
-------- -------------- ------- ------------------ --------
<S> <C> <C> <C> <C>
Andrea Carley 2000 2779 Lake City Way Nil 0%
Burnaby, B.C.
V5A 2A6 Nil 0%
</TABLE>
All Executive Officers and Directors
EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
None of our officers and/or directors receive any compensation for their
respective services rendered unto the Company, nor have they received such
compensation in the past. They all have agreed to act without compensation until
authorized by the Board of Directors, which is not expected to occur until we
have generated revenues from operations after consummation of a merger or
acquisition. As of the date of this registration statement, the Company has no
funds available to pay directors. Further, none of the directors are accruing
any compensation pursuant to any agreement with the Company.
PROPOSAL NUMBER 2
APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors has selected Davidson & Company, Chartered Accountants
("Davidson & Company") as the independent auditors for the Company for the
fiscal year ending March 31, 2001.
On June 19, 2000, the Company appointed Davidson & Company to replace Cordovano
& Harvey, P.C. as our principal accountants. The change in accountants was
approved by the Board of Directors.
The report of Cordovano & Harvey, P.C. on the financial statements of the
Company did not contain an adverse opinion or a disclaimer of opinion, and was
not qualified or modified as to
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uncertainty, audit scope or accounting principles. The Company has had no
disagreements with its former principal accountants on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure which disagreements, if not resolved to the satisfaction of the former
principal accountants, would have caused it to make reference to the subject
matter of the disagreements in connection with its report relating to its audit
for the Company.
It is not anticipated that representatives of Davidson & Company will be present
at the Annual Meeting. If representatives are present, they will be provided an
opportunity to make a statement should they wish to do so and to respond to
appropriate questions.
The Board of Directors recommends a vote "FOR" approval of Davidson & Company as
the Company's independent auditors for the fiscal year ending March 31, 2001.
SUBMISSION OF SHAREHOLDER PROPOSALS FOR
2001 ANNUAL MEETING OF SHAREHOLDERS
The 2001 Annual Meeting of Shareholders has been scheduled to take place on
August 1, 2001. Shareholder proposals for presentation at that meeting must be
received by the Company by no later than June 1, 2001.
OTHER BUSINESS
It is not intended that any business other than that set forth in the Notice of
Annual Meeting and more specifically described in this Proxy Statement will be
brought before the Annual Meeting. If any other business should properly come
before the Annual Meeting, it is the intention of the persons named in the
enclosed form of proxy to vote in accordance with their best judgment on that
business or any matters dealing with the conduct of the Annual Meeting pursuant
to the discretionary authority granted in the proxy.
By Order of the Board of Directors,
/s/ Andrea Carley
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Andrea Carley, President and Secretary
June 29, 2000
Upon written request of any person whose proxy is being solicited hereby, the
Company will provide without charge a copy of the Company's Annual Report on
Form 10-KSB for the year ended March 31, 2000, which was filed with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
including the financial statements and schedules thereto, but without exhibits.
All such requests may be directed to: Andrea Carley, President and Secretary,
Solid Management Corp., 2779 Lake City Way, Burnaby, British Columbia, V5A 2A6.
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PROXY
SOLID MANAGEMENT CORP.
The undersigned, owner of shares of corporate stock the number and description
of which are set forth below, appoints Andrea Carley with full power of
substitution and revocation, to act as the undersigned's proxy holder at the
meeting specified, and any adjournment of that meeting.
Type of meeting: Annual
Date of meeting: August 3, 2000
Place of meeting: 2779 Lake City Way
Burnaby, B.C. V5A 2A6
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS
DESCRIBED IN THE ATTACHED PROXY STATEMENT AND IN THE DISCRETION OF THE PROXIES
UPON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING.
The proxyholder shall be entitled to cast the number of votes the undersigned
would be entitled to cast if personally present, for or against any proposal,
including the election of members of the board of directors, and any and all
other business that may come before the meeting.
The undersigned hereby acknowledges receipt of the accompanying Notice of
Meeting and Proxy Statement for the Meeting to be held on August 3, 2000.
Dated: ____________________, 2000
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Signature
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Print name of Shareholder
Number and class of shares held: ____________________
INSTRUCTIONS TO SHAREHOLDER: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON YOUR
STOCK CERTIFICATE. JOINT SHAREHOLDERS SHOULD EACH SIGN PERSONALLY. IF SIGNED BY
AN ATTORNEY-IN-FACT, ATTACH THE POWER OF ATTORNEY. RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
<PAGE>
BALLOT
SOLID MANAGEMENT CORP.
ANNUAL MEETING OF SHAREHOLDERS
August 3, 2000
A. Name of Shareholder(s): (Please print name(s) exactly as they appear on
your certificate)
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Printed name(s)
B. If voting party is other than the owner of the shares, state capacity in
which voting party is acting (e.g., proxy holder, trustee):
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C. Number of shares being voted: _______________________
UNLESS OTHERWISE DESIGNATED, THIS BALLOT SHALL BE CONSIDERED TO BE A VOTE OF ALL
OF THE SHARES THAT THE UNDERSIGNED IS ENTITLED TO VOTE. A VOTE TO ABSTAIN SHALL
BE CONSIDERED A VOTE AGAINST.
WRITTEN BALLOT
Election of directors for the coming year: (Vote only for 1)
Nominee For Withhold
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Andrea Carley _______________ _________________
Ratification of the appointment of Davidson & Company as independent public
accountants.
For Against Abstain
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ALL BALLOTS MUST BE SIGNED.
For Shareholders Voting in Person:
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Signature
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Print Name(s) exactly as on certificate
For Shares Being voted by Proxy (attach proxy):
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Printed Name of Proxy Holder
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Printed Name(s) of Holder(s) of record
By:
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Signature of proxy holder
