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 (Amendment No.1)
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 Under Rule 14a-12
ARCHER SYSTEMS LIMITED, INC.
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(Name of Registrant as Specified in Its Charter)
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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:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
___________________________________________________________________________
4) Date Filed:
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Archer Systems Limited, Inc.
75 Lincoln Highway
Iselin, New Jersey 08830
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
November 9, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ARCHER
SYSTEMS LIMITED, INC., a Delaware corporation (the "Company"), will be held at
The Sheraton at Woodbridge, 515 Route 1 South, Woodbridge, New Jersey, on
Thursday, November 9, 2000 at 2:00 PM (local time) for the following purposes:
1. To elect two members of the Board of Directors.
2. To consider and vote upon a proposal to amend the Company's
Certificate of Incorporation to increase the number of authorized
common shares from 600,000,000 to 900,000,000
3. To transact such other and further business as may properly come
before the meeting or any adjournment or adjournments thereof.
Holders of record of shares of the Company's Common Stock at the close of
business on September 15, 2000 are entitled to notice of and to vote at the
meeting. A complete list of the Company's stockholders will be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours for ten days prior to the meeting at the Company's
offices located at 75 Lincoln Highway, Iselin, New Jersey. The list
will also be produced and kept at the time and place of the meeting and may be
inspected by any stockholder who is present.
A copy of the Company's Annual report on Form 10-KSB for fiscal year ended
April 30, 2000 is enclosed herewith.
By Order of the Board of Directors
/s/ Walter J. Krzanowski
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Walter J. Krzanowski
Secretary
Dated: October 11, 2000
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Archer Systems Limited, Inc.
75 Lincoln Highway
Iselin, New Jersey 08830
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PROXY STATEMENT
For Annual Meeting of Stockholders
to be held on Thursday, November 9, 2000
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October 11, 2000
To the Stockholders:
This Proxy Statement is furnished to you in connection with the Annual
Meeting of the Stockholders (the "Annual Meeting") of Archer Systems Limited,
Inc., a Delaware corporation (the "Company"), and the related solicitation by
the Board of Directors of the Company of Proxies in the accompanying form, to be
held at The Sheraton Woodbridge, 515 Route 1 South, Iselin, New Jersey on
Thursday, November 9, 2000 at 2:00 PM (local time) and at any subsequent time
that may be necessary by the adjournment thereof.
If you were a holder of record of shares of the Company's Common Stock at
the close of business on September 15, 2000, you are entitled to vote at the
Annual Meeting. If you cannot be present at the Annual Meeting in person, a form
of Proxy is enclosed, which the Board of Directors requests you to execute and
return as soon as possible. A Proxy can be revoked at any time before it is
voted, either in person at the Annual Meeting, by executing and submitting a new
Proxy that is dated a date after the Proxy to be revoked, or by delivery of a
duly executed written statement to that effect addressed to the Secretary of the
Company.
As of the close of business on September 15, 2000, there were outstanding
and entitled to vote at the Annual Meeting 524,721,759 shares of Common Stock,
$.0001 par value (the "Common Stock") Each share of Common Stock is entitled to
one vote.
All stockholders are urged to fill in, sign, date and mail the enclosed
Proxy. If mailed in the United States in the enclosed envelope, no postage is
required. The prompt return of your Proxy to vote your shares of Common Stock
will save the Company the expense of further communication. If you attend the
Annual Meeting and vote in person, the Proxy will not be used.
The Proxy Statement and the Proxies in the accompanying form are first
being sent to stockholders on or about September 15, 2000.
PROXIES AND VOTE REQUIRED
The persons named in the accompanying Proxy intend to vote Proxies FOR the
election of the nominees for director described herein, unless authority to vote
for any or all of the nominees is withheld. In the event that any nominee at the
time of election shall be unable or for good reason unwilling to serve (which
contingencies are not now contemplated or foreseen) and other nominees shall be
nominated, the persons named in the Proxy shall have the discretion and
authority to vote or refrain from voting in accordance with their judgment on
such other nominations. See "Other Matters" with respect to additional
discretion and authority conferred by the accompanying Proxy.
The persons named in the accompanying Proxy intend to vote Proxies FOR the
increase in authorized common shares from 600,000,000 to 900,000,000, unless
authority to vote for such an increase is withheld.
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The presence in person or by proxy of a majority of the shares of Common
Stock outstanding and entitled to vote at the Annual Meeting is required for a
quorum. If a quorum is present, those nominees receiving a plurality of the
votes cast will be elected. Accordingly, shares not voted in the election of
directors (including shares covered by a Proxy as to which authority is withheld
to vote for all nominees) and shares not voted for any particular nominee
(including shares covered by a Proxy as to which authority is withheld to vote
for only one or less than all of the nominees) will not prevent the election of
any of the nominees for director. For all other matters submitted to
stockholders at the Annual Meeting, if a quorum is present the affirmative vote
of a majority of the shares voted is required for approval. As a result,
abstention votes with respect to any of the foregoing matters (other than
Proposal 1) will have the effect of a vote against such matter.
Shares held by brokers and other stockholder nominees sometimes are voted
on certain matters but not others. This can occur, for example, when a broker is
instructed by the beneficial owner of shares of Common Stock, or otherwise has
the authority, to vote on a particular matter but is not instructed, and does
not have such authority, to vote on one or more others. These are known as
"non-voted" shares. Non-voted shares will be counted for purposes of determining
whether there is a quorum at the Annual Meeting, but with respect to the matters
as to which they are "non-voted" they will have no effect upon the outcome of
the vote thereon.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company consists of two directors. Directors
serve for a one-year term and until their respective successors have been
elected and qualified (or as otherwise provided under the By-laws of the
Company). The term of the present directors will end with this year's Annual
Meeting.
Two directors, to serve as directors, will be elected at the Annual
Meeting, to hold office until the 2001 Annual Meeting and until their respective
successors have been elected and qualified (or as otherwise provided under the
By-laws of the Company). The names of the nominees for director, together with
certain information furnished to the Company by each nominee and director, are
set forth below (see also "Security Ownership of Certain Beneficial Owners").
The Board of Directors recommends that the stockholders vote FOR the
election of the nominees for directors indicated below.
NOMINEES FOR ELECTION AS DIRECTORS
DIRECTORS
Richard J. Margulies - President/Director- Has been an officer and director
of the Company since December 1998. Mr. Margulies has served as a management and
financial public relations consultant to a number of private and publicly held
companies over the past 20 years. From November 1988 to May of 1999, Mr.
Margulies was an officer and director of Greenleaf Technologies Corporation, a
publicly traded company, which is in the business of developing software
technology and related products. From 1993 to December of 1997, Mr. Margulies
was an officer and director of Creative Media International, Inc. a public
company that was in the financial public relations and printing business. On or
about February 1998, Creative Media International, Inc. filed for reorganization
under section 11 of the U.S. Bankruptcy Code. From 1987 through March 2000, Mr.
Margulies was an officer and director of Entertainment Arts, Inc., formerly
Nightwing Entertainment Group, Inc., a publicly traded company that is in the
entertainment business. From December 1998 through May 2000, Mr. Margulies
served as director and officer of Creative Gaming, Inc., a publicly traded
company offering ISP and high speed DSL services through its E-Centre, Inc.
subsidiary. From 1982 to 1983, Mr. Margulies was with The Dratel Group, Inc., a
NYSE member firm which offers private money management and brokerage services.
From 1979 to 1981, he was a Vice President with the firm of Bear Stearns & Co.,
Inc. and from 1974 to 1979, he was an account executive with Bache & Co.
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Walter J. Krzanowski - Secretary/Treasurer-Director - Has been an officer
and director of the Company since December 1998. From March 1998 to November
1998, Mr. Krzanowski was the interim Controller of a privately held laundry
service management company. Mr. Krzanowski had been the Chief Financial Officer
and Treasurer of Creative Gaming, Inc., a publicly traded company from July 1995
to December 1997. From January to June 1995, Mr. Krzanowski served as an
independent consultant providing financial services to Creative Gaming, Inc.
From September 1993 to December 1994, Mr. Krzanowski was self-employed, acting
as a consultant to a number of companies providing accounting, financial
reporting and data processing services. From April 1986 to August 1993, Mr.
Krzanowski held financial and management information services positions with
Zenith Laboratories, Inc., a publicly traded, generic pharmaceutical company.
Prior to joining Zenith Laboratories, Mr. Krzanowski held various financial
management positions with Hoffmann-LaRoche, Inc., a major pharmaceutical
company, from 1966 to 1986.
OTHER INFORMATION AS TO DIRECTORS
During the fiscal year ended April 30, 2000, the Board of Directors held
two meetings. During 1999 each director attended 100% of the number of meetings
of the Board.
The Company does not pay its directors.
PROPOSAL NO. 2:
INCREASE IN THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
GENERAL
The Company's Certificate of Incorporation currently authorizes the
issuance of 600,000,000 shares of Common Stock. In September 2000, the Board of
Directors adopted a resolution proposing that the Certificate of Incorporation
be amended to increase the authorized number of shares of Common Stock to
900,000,000 shares, subject to stockholder approval of the amendment.
CURRENT USE OF SHARES
As of September 15, 2000, the Company had approximately 524,721,759 shares
of Common Stock outstanding. Based upon the foregoing number of outstanding and
reserved shares of Common Stock, the Company has approximately 75,158,241 shares
remaining available for other purposes.
PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION
The Board of Directors has adopted resolutions setting forth the proposed
amendment to the first sentence of the Fourth Article of the Company's
Certificate of Incorporation (the "Amendment"), the advisability of the
Amendment, and a call for submission of the Amendment for approval by the
Company's stockholders at the Annual Meeting. The following is the text of the
Fourth Article of the Certificate of Incorporation of the Company, as proposed
to be amended:
The Company is authorized to issue one class of shares of stock to be
designated, Common Stock, $0.0001 par value. The total number of shares that the
Company is authorized to issue is 900,000,000 shares. The number of shares of
Common Stock authorized is 900,000,000.
PURPOSE AND EFFECT OF THE PROPOSED AMENDMENT
The Board of Directors believes that it is in the Company's best interest
to increase the number of shares of Common Stock that the Company is authorized
to issue in order to give the Company additional flexibility to maintain a
reasonable stock price with future stock splits and stock dividends. For
example, under the current Certificate of Incorporation, the Board of Directors
may not authorize future stock splits or declare additional stock dividends
without first soliciting and obtaining stockholder approval if following such
action the total number of shares of Common Stock outstanding and reserved for
issuance would exceed 600,000,000 shares. Under the Certificate of Incorporation
as proposed to be amended, the Board of Directors would have the flexibility to
authorize stock splits and declare stock dividends resulting in outstanding and
reserved shares of Common Stock of up to 900,000,000 shares.
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The Board of Directors also believes that the availability of additional
authorized but unissued shares will provide the Company with the flexibility to
issue Common Stock for other proper corporate purposes which may be identified
in the future, such as to raise equity capital, to make acquisitions through the
use of stock, to establish strategic relationships with other companies, and to
adopt additional employee benefit plans or reserve additional shares for
issuance under such plans. The Board of Directors has no immediate plans,
understandings, agreements or commitments to issue these additional shares of
Common Stock for any purpose.
The Board of Directors believes that the proposed increase in the
authorized Common Stock will make available sufficient shares for use should the
Company decide to use its shares for one or more of such previously mentioned
purposes or otherwise. No additional action or authorization by the Company's
stockholders would be necessary prior to the issuance of such additional shares,
unless required by applicable law or the rules of any stock exchange or national
securities association trading system on which the Common Stock is then listed
or quoted. The Company reserves the right to seek a further increase in
authorized shares from time to time in the future as considered appropriate by
the Board of Directors.
Under the Company's Certificate of Incorporation, the Company's
stockholders do not have preemptive rights with respect to Common Stock. Thus,
should the Board of Directors elect to issue additional shares of Common Stock,
existing stockholders would not have any preferential rights to purchase such
shares. In addition, if the Board of Directors elects to issue additional shares
of Common Stock, such issuance could have a dilutive effect on earnings per
share, voting power, and share holdings of current stockholders.
The proposed amendment to increase the authorized number of shares of
Common Stock could, under certain circumstances, have an anti-takeover effect,
although this is not the intention of this proposal. For example, in the event
of a hostile attempt to take over control of the Company, it may be possible for
the Company to endeavor to impede the attempt by issuing shares of the Common
Stock, thereby diluting the voting power of the other outstanding shares and
increasing the potential cost to acquire control of the Company. The Amendment
therefore may have the effect of discouraging unsolicited takeover attempts. By
potentially discouraging initiation of any such unsolicited takeover attempt,
the proposed Amendment may limit the opportunity for the Company's stockholders
to dispose of their shares at the higher price generally available in takeover
attempts or that may be available under a merger proposal. The proposed
amendment may have the effect of permitting the Company's current management,
including the current Board of Directors, to retain its position, and place it
in a better position to resist changes that stockholders may wish to make if
they are dissatisfied with the conduct of the Company's business. However, the
Board of Directors is not aware of any attempt to take control of the Company
and the Board of Directors has not presented this proposal with the intent that
it be utilized as a type of anti-takeover device.
RECOMMENDATION OF THE BOARD
The Board of Directors recommends that the stockholders vote "FOR" the
proposal to amend the Company's Certificate of Incorporation to increase the
authorized number of shares of Common Stock from 600,000,000 shares to
900,000,000 shares.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners and Management. Reference
is made to the information set forth under the heading "Security Ownership of
Certain Beneficial Owners and Management" in Part II, Item 12 of the Company's
Annual Report on Form 10-KSB filed on July 28, 2000 under which information is
incorporated herein by reference.
EXECUTIVE COMPENSATION
Reference is made to the information set forth under the heading "Executive
Compensation" in Part II, Item 11 of the Company's Annual Report on Form 10-KSB
filed on July 31, 2000 under which information is incorporated herein by
reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company presently shares office space at 75 Lincoln Highway, Iselin,
New Jersey. The space is leased by GRQ Financial, Inc. which is solely owned by
Richard J. Margulies, President of Archer Systems Limited, Inc. In addition,
during the fiscal year ended April 30, 2000, the Company's President and
stockholder and a stockholder advanced to the Company $22,191 and $15,172
respectively. These loans are represented by nine separate notes, are unsecured
and carry an annual interest rate of 6%. Accordingly, these shareholder loans
are recorded as long-term debt due to related parties in the Form 10-KSB
financial statements, filed July 31, 2000 under which information is
incorporated herein by reference.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Reference is made to the information set forth under the heading "Election
of Directors" in Part III, Item 10 of the Company's Annual Report on Form 10-KSB
filed on July 31, 2000 under which information is incorporated herein by
reference.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Director's has appointed Gerald Brignola, CPA, P.A.
("Brignola") as the Company's independent public accountants for the fiscal year
ended April 30, 2001. Brignola was the independent public accountant for the
prior year. A representative of Brignola is expected to be present at the Annual
Meeting, will have the opportunity to make a statement if such representative
desires to do so and is expected to be available to respond to appropriate
questions.
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OTHER MATTERS
The Board of Directors knows of no other matters that are to be brought
before the Annual Meeting. If any other matter should be presented for proper
action, the persons named in the Proxy shall have discretion and authority to
vote or to refrain from voting in accordance with their judgment on such matter.
In addition, the persons named in the Proxy shall have discretion and authority
to vote or to refrain from voting in accordance with their judgment with respect
to matters incidental to the conduct of the Annual Meeting.
The cost of solicitation will be borne by the Company. Solicitation will be
by mail, except for any incidental personal solicitation made by directors,
officers and employees of the Company, none of whom will receive compensation
therefor. The Company will also request banks and brokers to solicit their
customers who have a beneficial interest in shares of Common Stock registered in
the names of nominees and will reimburse such banks and brokers for their
reasonable out-of-pocket expenses. In addition, the Company's transfer agent,
Continental Stock Transfer & Trust Company, Inc., will assist in the
solicitation of Proxies from brokers, bank nominees and other institutional
holders.
Proposals of stockholders intended to be presented at the 2000 Annual
Meeting of Stockholders must be received at the Company's principal executive
offices on or before July 1, 2000 for inclusion in the Company's Proxy Statement
with respect to such meeting. Additionally, stockholder proposals submitted
outside the processes of Rule 14a-8 of the Exchange Act for consideration at the
2001 Annual Meeting of Stockholders must be received by the Company on or by
July 1, 2000 in order to be considered timely for purposes of Rule 14a-4 of the
Exchange Act.
By Order of the Board of Directors,
/s/ Richard J. Margulies
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Richard J. Margulies
President and Chief Executive Officer
It is important that the Proxies be returned promptly. Stockholders who do
not expect to attend in person are urged to fill in, sign, date and return the
enclosed Proxy.
AN ADDITIONAL COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED APRIL 30, 2000 FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION MAY BE OBTAINED WITHOUT CHARGE (EXCEPT FOR EXHIBITS TO SUCH ANNUAL
REPORT, WHICH WILL BE FURNISHED UPON PAYMENT OF THE COMPANY'S REASONABLE
EXPENSES IN FURNISHING SUCH EXHIBITS) BY ANY PERSON SOLICITED HEREUNDER BY
WRITING TO: CORPORATE SECRETARY, ARCHER SYSTEMS LIMITED, INC., 75 LINCOLN
HIGHWAY, ISELIN, NEW JERSEY 08830.
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ARCHER SYSTEMS LIMITED, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders to be held at
The Sheraton at Woodbridge, 515 Route 1 South, Woodbridge,
New Jersey on Thursday, November 9, 2000 at 2:00 P.M.
The undersigned hereby constitutes and appoints Richard J. Margulies and
Walter J. Krzanowski as proxies for the undersigned, with full power of
substitution, to vote all shares of Common Stock of Archer Systems Limited, Inc.
(the "Company") that the undersigned is entitled to vote at the Annual Meeting
of Stockholders of the Company to be held on November 9, 2000 or any adjournment
or adjournments thereof, on all matters that may come before the Annual Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS SPECIFIED, THIS PROXY
WILL BE VOTED "FOR" ALL OF THE PROPOSALS LISTED HEREIN. In their discretion, the
Proxies are authorized to vote upon such other and further business as may
properly come before the Annual Meeting or any adjournment or adjournments
thereof.
(To be completed and signed on reverse side)
Please date, sign and mail your
proxy card back as soon as possible.
Annual Meeting of Stockholders
ARCHER SYSTEMS LIMITED, INC.
November 9, 2000
Please Detach and Mail in the Envelope Provided
Please mark your [X] votes as in this DO NOT PRINT
example IN THIS AREA
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FOR AGAINST ABSTAIN
1. Election of [ ] [ ] [ ] Nominees: Richard J. Margulies
Directors Walter J. Krzanowski
(INSTRUCTION: To withhold authority to vote for any
individual nominees, print that nominee's name on the
line provided below.)
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2. Proposal to amend the Fourth Article of the Company's Certificate of
Incorporation to increase the authorized number of shares of Common Stock
from 600,000,000 shares to 900,000,000 shares and in their discretion, to
vote upon such other matters which may properly come before the meeting or
any adjournment or postponement thereof. The shares represented by this
proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder(s).
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1 and 2
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" with regard to both
items 1 and 2 above.
If any other matters properly come before the meeting, the persons named in this
proxy will vote, in their discretion.
Dated , 2000
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Signature
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Signature if held jointly
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(Please sign exactly as name appears hereon. If stock
is held in names of joint owners, such should sign.
Attorneys, executors, administrators, etc. should
so indicate.)
IF THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED
BY THIS PROXY WILL BE VOTED UPON THE PROPOSALS LISTED
HEREIN IN ACCORDANCE WITH THE DIRECTIONS GIVEN BY THE
STOCKHOLDER, BUT IF NO SUCH DIRECTIONS ARE GIVEN, THIS
PROXY WILL BE VOTED FOR ALL OF SUCH PROPOSALS.
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