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 [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
GLOBAL BOULEVARD INTERNATIONAL, INC.
(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):
[ ] 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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GLOBAL BOULEVARD INTERNATIONAL, INC.
38820 N. 25TH AVENUE
PHOENIX, AZ 85086
August 21, 2000
Dear Stockholder:
You are cordially invited to attend a special meeting of stockholders of Global
Boulevard International, Inc. (the "Company" or "GOBO") to be held at 9:00 a.m.
local time on Sept. 5, 2000, at the offices of our corporate counsel, Thomas
C. Cook, Esq., Thomas C. Cook and Associates, Ltd., 3110 South Valley View,
Suite 106, Las Vegas, Nevada 89102for the following purposes:
The following notice of meeting identifies each business item for your
action. These items and the vote the Board of Directors recommends are:
<TABLE>
<CAPTION>
ITEM RECOMMENDED VOTE
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<S> <C>
1. Election of one Director FOR
2. Approval of a one for two reverse stock split FOR
3. Ratification of G. Brad Beckstead as independent auditors FOR
</TABLE>
We have also included a proxy statement that contains more information about
these items and the meeting.
If you plan to attend the meeting, please mark the appropriate box on your
proxy card to help us plan for the meeting. You will need an admission card to
attend the meeting, which you can obtain as follows:
If your shares are registered in your name, you are a share owner of
record. Your admission card is attached to your proxy card, and you will
need to bring it with you to the meeting.
If your shares are in the name of your broker or bank, your shares are
held in street name. You will need to ask your broker or bank for an
admission card in the form of a legal proxy to bring with you to the
meeting. If you do not receive the legal proxy in time, bring your most
recent brokerage statement with you to the meeting so that we can verify
your ownership of Company stock and admit you to the meeting. However, you
will not be able to vote your shares at the meeting without a legal proxy.
Your vote is important. We encourage you to vote by proxy so that your
shares will be represented and voted at the meeting even if you cannot attend.
All share owners can vote by written proxy card. And share owners may vote in
person at the meeting, as described above.
/s/ Georgios Polyhronopoulos
----------------------------
Georgios Polyhronopoulos
Phoenix, Arizona
August 21, 2000
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GLOBAL BOULEVARD INTERNATIONAL, INC..
38820 N. 25TH AVENUE
PHOENIX, AZ 85086
NOTICE OF ANNUAL MEETING OF SHARE OWNERS
TO THE OWNERS OF COMMON STOCK
OF GLOBAL BOULEVARD INTERNATIONAL, INC.
The Annual Meeting of Share Owners of Global Boulevard International, Inc., a
Nevada corporation (the "Company" or "GOBO"), will be held at the offices of
Thomas C. Cook, Esq., Thomas C. Cook and Associates, Ltd., 3110 South Valley
View, Suite 106, Las Vegas, Nevada 89102, on Sept. 5, 2000, at 9:00 a.m.,
local time. The purposes of the meeting are:
1. To elect one Director to serve until the 2001 Annual Meeting of
Share Owners,
2. To approve a one for two reverse stock split of the Company's common
stock,
3. To ratify the appointment of G. Brad Beckstead, CPA as independent
auditors of the Company to serve for the 2000 fiscal year, and
4. To transact such other business as may properly come before the
meeting and at any adjournments or postponements of the meeting.
The Board of Directors set September 5, 2000, as the record date for the
meeting. This means that owners of Company Common Stock at the close of
business on that date are entitled to (1) receive notice of the meeting and (2)
vote at the meeting and any adjournments or postponements of the meeting. We
will make available a list of share owners of the Company as of the close of
business on August 21, 2000, for inspection during normal business hours from
August 21 through August 31, 2000, at the offices of Thomas C. Cook, Esq.,
Thomas C. Cook and Associates, Ltd., 3110 South Valley View, Suite 106,
Las Vegas, Nevada 89102. This list will also be available at the meeting.
By Order of the Board of Directors
Georgios Polyhronopoulos
------------------------------
Title: Chairman of the Board
Phoenix, Arizona
August 21, 2000
EACH SHARE OWNER IS URGED TO VOTE PROMPTLY BY SIGNING AND RETURNING THE
ENCLOSED PROXY CARD. IF A SHARE OWNER DECIDES TO ATTEND THE MEETING, HE OR
SHE MAY REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
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GLOBAL BOULEVARD INTERNATIONAL, INC.
38820 N. 25TH AVENUE
PHOENIX, AZ 85086
August 21, 2000
PROXY STATEMENT
FOR ANNUAL MEETING OF SHARE OWNERS
TO BE HELD SEPTEMBER 5, 2000
The Board of Directors of Global Boulevard International, Inc. (the "Company"
or "GOBO" ) furnishes you with this Proxy Statement to solicit proxies on its
behalf to be voted at the 2000 Annual Meeting of Share Owners of the Company.
The meeting will be held at the offices of our corporate counsel, Thomas C.
Cook, Esq., Thomas C. Cook and Associates, Ltd., 3110 South Valley View, Suite
106, Las Vegas, Nevada 89102, on Sept. 5, 2000, at 9:00 a.m., local time. The
proxies also may be voted at any adjournments or postponements of the meeting.
A share owner can revoke a proxy by any one of the following three actions:
giving written notice to the Company, delivering a later dated proxy or
voting in person at the meeting.
The mailing address of the principal executive offices of the Company is:
38820 N. 25th Avenue, Phoenix, AZ 85086. The date on which this Proxy
Statement and form of proxy are first being sent or given to share owners is
August 21, 2000.
Below is a list of the different votes share owners may cast at the meeting
pursuant to this solicitation.
In voting on the election of one Director to serve until the 2000
Annual Meeting of Share Owners, share owners may vote in one of the two
following ways:
(1) in favor of the nominee,
(2) withhold votes as to the nominee, or
In voting on the approval of the one for two reverse stock split of the
Company's common, and the ratification of the appointment of G. Brad
Beckstead, CPA, as independent auditors, share owners may vote in one of
the three following ways:
(1) in favor of the proposal,
(2) against the proposal, or
(3) abstain from voting on the proposal.
Share owners should specify their choice for each matter on the enclosed form
of proxy. If no instructions are given, proxies which are signed and returned
will be voted FOR the election of all nominees, FOR the proposal to approve
the one for two reverse stock split of the Company's common stock, and FOR
the proposal to ratify the appointment of G. Brad Beckstead, CPA.
Directors will be elected by a plurality. All other proposals will require
approval by a majority of the votes cast by the holders of the shares of
Company Common Stock voting in person or by proxy at the meeting. Thus,
abstentions and broker non-votes will not be included in vote totals and will
not affect the outcome of the vote.
Only owners of record of shares of Company Common Stock at the close of
business on August 21, 2000, are entitled to vote at the meeting or
adjournments or postponements of the meeting. Each owner of record on the
record date is entitled to one vote for each share of Company Common Stock
held. On August 21, 2000, there were 11,999,000 shares of Company Common
Stock issued and outstanding.
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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 Global Boulevard International, Inc. ("GOBO") at its principal
executive offices at Global Boulevard International, Inc., 38820 N. 25th
Avenue, Phoenix, AZ 85086, a duly executed proxy bearing a later date or by
attending the special meeting and voting that stockholder's shares in person.
Persons who holds GOBO'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 Company at its principal executive offices or by
attending the special meeting and voting that legal ballot in person.
SOLICITATION
GOBO will bear the cost of soliciting proxies. In addition,
GOBO 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 GOBO
registered in the names of those persons, and GOBO will reimburse them for
their reasonable out-of-pocket costs. GOBO 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
others, the unavailability of any necessary intellectual property rights
possessed by third parties, and certain of those risks described in GOBO's most
recent report on Form 10-SB filed with the Securities and Exchange Commission.
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ITEM NUMBER ONE
ELECTION OF DIRECTOR
BOARD OF DIRECTORS
RECOMMENDATION OF THE BOARD OF DIRECTORS CONCERNING THE ELECTION OF DIRECTOR
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR JAMES W. MCCABE, JR
AS DIRECTOR TO HOLD OFFICE UNTIL THE 2001 ANNUAL MEETING OF SHARE OWNERS AND
UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED. PROXIES RECEIVED BY THE
BOARD OF DIRECTORS WILL BE VOTED FOR THE NOMINEE UNLESS SHARE OWNERS SPECIFY
A CONTRARY CHOICE IN THEIR PROXY.
NOMINEES FOR ELECTION TO TERM EXPIRING 2001
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James W. McCabe, Jr.
Naples, Florida Age 54
Work History:
1968-1969 Marine Corp, commissioned 2nd Lt. at graduation.
1972 - Hired by Ross Perot for Dupont upon release from Marine Corp.
1973 - Declined job with Ross Perot
1973 - Independent contractor San Salvador, Purchased and flew WWII
fighter aircraft.
1974 - Tennis Professional, T Bar M I New Braunfels, Texas; April Sound
in Conroe, Texas; Palmetto Dunes in Hilton Head, SC.
1975 - Tennis Professional at Sawgrass Country Club in Pointe Vedra
Beach, Florida
1976-77 - Tennis Professional at the Bolles School and Clayhill Racquet
Club in Jacksonville, Florida
1977-79 - Instructor Pilot for Bell Helicopter International in Esfahan,
Iran.
1979-81 - Founded McCabe Petroleum Corporation, San Antonio, Texas.
1981 - Founded San Anco Engergy Corporation, a public corporation, and
acquired assets of McCabe Petroleum in San Antonio, Texas.
1986 - Acquired effective control of SanAnco Energy Corporation
1988 - Met with principles of Sidewinder Operating Company and acquired
license from Sidewinder to their patented short radium drilling
technology and formed HCM/His with partner James Hughes to
utilize license, Tulsa, OK.
1989 - Off made by Sidewinder to Mr. McCabe and Hughes to acquire patents,
Tulsa, OK.
1990 - Acquired patents to Sidewinder technology with loan from S.G. Warburg
and formed Sidewinder Tools Corporation. Changed name of HCM/HIS to
Directional Drilling Systems, Tulsa, OK.
1990 - Warburg and his associates file a law suite against Mr. McCabe and
Hughes three weeks after closing acquisition, in an effort to take
Control of the ownership in Sidewinder, Tulsa, OK.
1990-94 - Federal litigation over Sidewinder as Mr. McCabe and Hughes
operate under Directioinal Drilling Systems as a horizontal drilling
service company. Tulsa, OK.
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<PAGE>
1994 - Events bring litigation to a close with both sides releasing all
claims and counterclaims. Amoco found to be an additional party in
the lawsuit. Settlement with Amoco and Mr. McCabe and Hughes obtain
the rights to various patented technologies of Amoco. Patent to
short radius horizontal drilling issued to Maverick Took Company,
owned by Mr. McCabe, for new short radius drilling tool.
1995 - With Amoco technologies as well as Sidewinder patents change name of
Directional Drilling Systems to Vector Drilling Company.
1996 - Mr. McCabe moves to Naples, Florida and acquires all of Mr. Hughes
interest in Vector Drilling Company and changes name to Vector
Horizontal Resource, LC, Naples, Florida.
1997 - Vector joint ventures with public company, Cronus Corporation.
Cronus asks Mr. McCabe to serve as President of the Company, to
better organize the company, and bring JV oil and gas assets in
Louisiana on line.
1998 - Mr. McCabe resigns as President from Cronos as Louisiana project
is completed. Also, he move Vectors field operation from Louisiana
to Oklahoma.
1999 - Mr. McCabe purchases Nowata, Oklahoma oil field and moves field
office to Nowata, OK, with administrative offices in Naples, Florida.
2000 - Continues to develop the Nowata oil field, under the Vector Horizontal
Resources.
Education: Graduated, 1963, The Bolles School, Jacksonville, Florida
Graduated, 1967 w/BA, Trinity University, San Antonio, Texas
ITEM NUMBER TWO
APPROVE A ONE FOR TWO REVERSE STOCK SPLIT OF THE COMPANY'S COMMON STOCK.
The Company currently has issued and outstanding 11,999,000 shares of its
common stock as of July 31, 2000. The Company has none of its Preferred Stock
issued nor outstanding as of July 31, 2000. The reverse stock split with
reduce the number of issued and outstanding common shares to: 5,999,500 shares.
The principal reasons why management recommends a two for one reverse stock
split are to increase the effective marketability of GOBO's common stock to
institutional buyers and to enhance the liquidity of the common stock so that
GOBO can better access capital markets.
Assuming the Reverse Stock Split is approved by the stockholders, stockholders
will be required to exchange their stock certificates for new certificates
representing the shares of Common Stock after giving effect to the Reverse
Stock Split. Stockholders will be furnished with the necessary materials and
instructions for the surrender and exchange of stock certificates at the
appropriate time by the Company's transfer agent. Stockholders will not be
required to pay a transfer or other fee in connection with the exchange of
certificates. STOCKHOLDERS SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED
TO DO SO.
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FEDERAL INCOME TAX CONSEQUENCES OF REVERSE STOCK SPLIT
The following description of Federal income tax consequences is based
upon the Internal Revenue Code of 1986, as amended, the applicable Treasury
Regulations promulgated thereunder, judicial authority and current
administrative rulings and practices as in effect on the date of this Proxy
Statement. This discussion is for general information only and does not discuss
consequences which may apply to special classes of taxpayers (e.g., non-
resident aliens, brokers-dealers or insurance companies). Stockholders are
urged to consult their own tax advisors to determine the particular
consequences to them.
The exchange of shares of Common Stock for shares of Common Stock after
giving effect to the Reverse Stock Split will not result in recognition of gain
or loss. The holding period of the shares of new Common Stock will include the
stockholder's holding period for the shares of Common Stock exchanged therefor,
provided that the shares of Common Stock were held as a capital asset. The
adjusted basis of the shares of new Common Stock will be the same as the
adjusted basis of the shares of Common Stock exchanged therefor.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THE APPROVAL OF A ONE FOR TWO
REVERSE STOCK SPLIT OF THE COMPANY'S COMMON STOCK.
ITEM NUMBER THREE
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company, has appointed the firm of G. Brad
Beckstead to serve as independent auditors of the Company for the fiscal year
ending December 31, 2000, subject to ratification of this appointment by the
share owners of the Company. G. Brad Beckstead, CPA has served as independent
auditors of the Company for past year and is considered by management of the
Company to be well qualified. The Company has been advised by that firm that
neither it nor any member thereof has any financial interest, direct or
indirect, in the Company or any of its subsidiaries in any capacity.
Ratification of the appointment of the independent auditors requires the
affirmative vote of a majority of the votes cast by the holders of the shares
of Company Common Stock voting in person or by proxy at the Annual Meeting of
Share Owners. If the share owners should not ratify the appointment of G. Brad
Beckstead, CPA, the Board of Directors will reconsider the appointment.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE PROPOSAL TO
RATIFY THE APPOINTMENT OF G. BRAD BECKSTEAD, CPA AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE 2000 FISCAL YEAR. PROXIES RECEIVED BY THE BOARD OF DIRECTORS
WILL BE VOTED FOR THE PROPOSAL UNLESS SHARE OWNERS SPECIFY A CONTRARY CHOICE
IN THEIR PROXIES.
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PROXY PROCEDURE AND
EXPENSES OF SOLICITATION
The Company will hold the votes of all share owners in confidence from the
Company, its Directors, officers and employees except: (1) as necessary to meet
applicable legal requirements and to assert or defend claims for or against the
Company; (2) in case of a contested proxy solicitation; (3) if a share owner
makes a written comment on the proxy card or otherwise communicates his/her
vote to management; or (4) to allow the independent inspectors of election to
certify the results of the vote. The Company will also continue, as it has for
many years, to retain an independent tabulator to receive and tabulate the
proxies and independent inspectors of election to certify the results.
Directors, officers and employees of the Company may also solicit proxies by
mail, telephone and personal contact. They will not receive any additional
compensation for these activities.
ITEM NUMBER 4
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. Management does not know of any
items other than those referred to in the accompanying Notice of Annual Meeting
of Share Owners which may properly come before the meeting or other matters
incident to the conduct of the meeting. 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 form of proxy and this Proxy Statement have been approved by the Board
of Directors and are being mailed and delivered to share owners by its
authority.
Georgios Polyhronopoulos
----------------------------------
CHAIRMAN OF THE BOARD OF DIRECTORS
Dated: August 21, 2000
THE ANNUAL REPORT TO SHARE OWNERS OF THE COMPANY FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999, WHICH INCLUDES FINANCIAL STATEMENTS, HAS BEEN MADE AVAILABLE
TO SHARE OWNERS OF THE COMPANY. THE ANNUAL REPORT DOES NOT FORM ANY PART OF THE
MATERIAL FOR THE SOLICITATION OF PROXIES.
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PROXY CARD
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GLOBAL BOULEVARD INTERNATIONAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned stockholder of Global Boulevard International, Inc.
("GOBO") hereby revokes all previous proxies, acknowledges receipt of the
notice of special meeting of stockholders to be held on September 5, 2000, and
the related proxy statement, and appoints Georgios Polyhronopoulos, as proxies
of the undersigned, with full power of substitution to vote all shares of
GOBO's common stock that the undersigned is entitled to vote at a special
meeting of stockholders to be held at 9:00 a.m. local time on Sept. 5, 2000,
at the offices of the company's corporate counsel, Thomas C. Cook, Esq,
3110 S. Valley View, Suite 106, Las Vegas, Nevada, and at any adjournments
thereof. The shares represented by the proxy may only be voted in the
manner specified below.
1. To elect one Director, James W. McCabe, Jr., to serve until the 2001
Annual Meeting of Share Owners,
FOR [ ] WITHHOLD [ ]
2. To approve a one for two reverse stock split of the Company's common
stock,
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To ratify the appointment of G. Brad Beckstead, CPA as independent
auditors of the Company to serve for the 2000 fiscal year,
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. 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.)
<PAGE>
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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