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
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[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
ENTRADA SOFTWARE, 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)
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[X] No fee required.
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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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ENTRADA SOFTWARE, INC.
7825 EAST GELDING DRIVE
SCOTTSDALE, ARIZONA 85260
NOTICE OF ANNUAL MEETING OF THE STOCKHOLDERS
TO BE HELD APRIL 27, 2000
April 7, 2000
Dear Stockholder:
Our Annual Meeting of Stockholders will be held on Thursday April 27, 2000
at 10:00 a.m. local time at our corporate headquarters at 7825 East Gelding
Drive, Scottsdale, Arizona.
The purpose of the meeting is to elect three directors to serve until the
next annual meeting of stockholders or until their successors are elected and
qualified. The board of directors recommends that you vote in favor of the
election of the nominated directors. The accompanying Proxy Statement describes
their election in greater detail.
Directors and officers will be available before and after the meeting to
speak with you. There will be an opportunity during the meeting for your
questions regarding Entrada's affairs, and for discussion of the business to be
considered at the meeting as explained in the enclosed Proxy Statement.
Bruce D. Williams
Chief Executive Officer
<PAGE>
ENTRADA SOFTWARE, INC.
7825 EAST GELDING DRIVE
SCOTTSDALE, ARIZONA 85260
ANNUAL MEETING OF THE STOCKHOLDERS
PROXY STATEMENT
MEETING DATE
Thursday, April 27, 2000 at 10:00 a.m., at our corporate headquarters at
7825 East Gelding Drive, Scottsdale, Arizona
AGENDA
Elect three directors
PROXIES SOLICITED BY
The Board of Directors
FIRST MAILING DATE
April 7, 2000
RECORD DATE
March 16, 2000. On the Record Date, there were 7,165,000 shares entitled to
vote at the Meeting, consisting of 6,900,000 shares of common stock, each
entitled to one vote, and 250,000 shares of Series A Preferred Stock, each
entitled to 1.06 votes, or a total of 265,000 votes.
VOTING
If you were a holder of common or preferred stock on the record date, you
may vote at the Meeting. Each share of common stock is entitled to one
vote, and each share of preferred stock is entitled to 1.06 votes at the
meeting. You can vote in person at the Meeting, or you can vote by proxy.
PROXIES
We will vote signed proxies "FOR" the nominees for director unless you vote
differently on the Proxy Card. The proxy holders will use their discretion
on any other matters submitted to a vote of the stockholders.
REVOKING YOUR PROXY
You may revoke your proxy by delivering a written and signed revocation
letter to Terry J. Gustafson, Secretary, at the Scottsdale address shown
above.
VOTING PROCEDURES
Directors must receive a plurality of the shares present and voting in
person or by proxy, in order to be elected. A plurality means receiving the
largest number of votes, regardless of whether that is a majority. You may
not cumulate votes.
OTHER BUSINESS
The Board of Directors knows of no other matters to be brought before the
Meeting. If other business is properly brought before the Meeting, the
persons appointed in the enclosed proxy will vote using their discretion.
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A brief description of the item being submitted and the recommendation of the
Board of Directors with respect to the item is as follows:
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PROPOSAL
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TO ELECT THE DIRECTORS
BOARD INFORMATION
The Company's Board of Directors currently consists of Bruce D. Williams, Terry
L. Simpson and Michael S. Williams, and each has been nominated for an
additional term:
Name Age Position
---- --- --------
Bruce D. Williams 44 Director, Chief Executive Officer and
President
Terry L. Simpson 48 Chairman of the Board of Directors and
Chief Technical Officer
Michael S. Williams 53 Director
BRUCE D. WILLIAMS, DIRECTOR CHIEF EXECUTIVE OFFICER AND PRESIDENT, Mr. Williams
was a co-founder of Entrada's predecessor, CIMsoft, Inc., and has served
Director, Chief Executive Officer and President of Entrada since September 1999.
From 1994 to 1999, Mr. Williams was a Strategic Business Development Manager for
Sybase, Inc., responsible for developing the handheld and embedded strategic
business relationships between Sybase and major partners, including Motorola,
Intermec, Symbol, 3Com, Sun, SAIC and others. He also developed the strategic
business relationship between Sybase and Motorola, Inc. Earlier he developed a
new southwestern professional services district based in Phoenix, Arizona, and
performed staff, sales and delivery management of consulting services. This
involved managing a professional services district with a staff of 40
consultants, practice managers, and district administrators.
From 1978 to 1994, Mr. Williams was a technical manager and systems and software
engineer for Ball Aerospace Systems in Boulder, Colorado. He led the
development, implementation, and integration of information technology solutions
as chief architect for an open-systems client/server environment. He managed a
department of 40 engineers, analysts, and computer scientists who developed
flight and ground software for aerospace applications. He also managed a field
team of engineers developing and testing flight and ground operations software
for the Hubbell Space Telescope.
Mr. Williams received a Master of Engineering, Engineering Management and
Computer Science degree in 1982, and a Bachelor of Science, Physics and
Astrophysics degree in 1978 from the University of Colorado. In addition, he
performed work in Graduate Study, Project and Organizational Management at the
Whiting School of Engineering Johns Hopkins University.
TERRY L. SIMPSON, CHAIRMAN AND CHIEF TECHNICAL OFFICER. Mr. Simpson was a
co-founder of Entrada's predecessor, CIMsoft, Inc., and the inventor of the
Kinnosa product suite, and has served as Chairman of the Board of Directors and
Chief Technical Officer of Entrada since September 1999. From 1996 through 1999,
Mr. Simpson was employed by Sybase, Inc. to manage the implementation of the
Kinnosa product suite at Motorola. He was responsible for successfully planning
resources and delivering major consulting projects on schedule, to successfully
put Kinnosa into a production environment. From 1991 to 1996 Mr. Simpson was a
consultant and completed the Kinnosa product development.
Mr. Simpson holds a Bachelor of Science Degree in Engineering from West Virginia
University.
MICHAEL S. WILLIAMS, DIRECTOR. Mr. Williams has served as a Director of Entrada
since September 1999. Since December 1995, Mr. Williams' sole occupation has
been as the CEO and Chief Portfolio Officer of Aztore Holdings, Inc., a public
investment company ("Aztore"). Since 1994, Mr. Williams served in similar
capacities with Bulldog Investment Company, LLC ("Bulldog"), a predecessor to
Aztore. Bulldog and Aztore both act as merchant bankers and specialize in early
stage public companies and companies in turnaround situations. In his capacity
of advising such companies, Mr. Williams has served as an officer and director
for companies that were involved in bankruptcy proceedings. Aztore was the
controlling shareholder of The Rotherwood Group until it acquired CIMsoft in
September 1999.
From 1990 to 1993, Mr. Williams was the principal of Bucher & Williams, a
company similar to Bulldog. From 1987 to 1990, Mr. Williams was the President,
Chief Financial Officer and a director of ShareData Inc. ("SDI"), a publicly
<PAGE>
held software company. Aztore became the successor to SDI after SDI was
reorganized in bankruptcy in December 1995, at which time Mr. Williams became
its CEO.
For the six years prior to 1987, Mr. Williams was continuously employed in the
securities business as an investment banker in Detroit, Michigan.
Mr. Williams obtained a BA degree in History and Political Science from
Pennsylvania State University and received an MBA degree in Strategic Planning
and Corporate Finance from the Wharton Graduate School of the University of
Pennsylvania.
CERTAIN TRANSACTIONS
On January 15, 1999, CIMsoft was capitalized with $2,100 cash and the rights to
the Kinnosa software in exchange for 4,897,960 shares of common stock. These
shares were issued in the amounts of 3,183,674 to Mr. Simpson, 979,592 to Mr.
Bruce Williams and 734,694 to Mr. Gustafson.
On June 30, 1999 Aztore Holdings, Inc., then the majority shareholder of TRG,
converted $82,820 in debt and assumed an approximate $20,000 liability of TRG in
exchange for 100,000 shares of TRG Series A preferred stock. The $82,820 debt
resulted from advances made to TRG by Aztore.
Effective September 1, 1999, TRG acquired 100% of the outstanding stock of
CIMsoft in exchange for 5,400,008 shares of common stock. These shares were
issued 3,183,674 to Mr. Simpson, 979,592 to Mr. Bruce Williams, 734,694 to Mr.
Gustafson and the remaining 502,048 shares to sixteen other shareholders of
CIMsoft. In conjunction with the acquisition, Aztore Holdings, Inc. purchased
150,000 shares of TRG's Series A preferred stock for $150,000.
In January and February 2000, Aztore Holdings, Inc. and its officers exercised
warrants to purchase approximately 163,000 shares of Entrada's common stock for
$1.50 per share.
DIRECTOR COMPENSATION
Directors are not currently compensated for their services on the Board of
Directors.
BOARD MEETINGS
The Board of Directors held four regular meetings in 1999. Each director
attended all four meetings.
BOARD COMMITTEES
The Board has authorized Audit and Compensation Committees, and has appointed
Michael S. Williams as the sole member of the Audit Committee, and Michael S.
Williams and Bruce D. Williams as the members of the Compensation Committee.
These committees held no meetings in 1999. The Board has defined the roles of
these committees as follows:
THE AUDIT COMMITTEE recommends to the Board appointment of our independent
auditors, and reviews audit reports, accounting policies, financial
statements, corporate compliance programs, internal controls, audit fees,
and certain officer expenses.
THE COMPENSATION COMMITTEE reviews and recommends to the Board the
compensation and benefits of all executive officers of the Company and
reviews general policy relating to compensation and benefits of employees
of the Company. The Compensation Committee also administers the issuance of
stock options and other awards under the Company's stock plan.
INDEPENDENT AUDITORS
For the year ended December 31, 1999 the Company engaged King, Weber &
Associates, LLC to audit its financial statements. The Board of Directors and
the Audit Committee have not yet selected independent auditors for the current
year, and, therefore, no recommendation is made to the stockholders at this
time.
THE BOARD RECOMMENDS THAT BRUCE D. WILLIAMS, TERRY L. SIMPSON AND MICHAEL S.
WILLIAMS BE ELECTED AS DIRECTORS OF THE COMPANY.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 1999, the ownership of each
person known by us to be the beneficial owner of five percent or more of
Entrada's common stock, each officer and director individually, and all officers
and directors as a group. Entrada has been advised that each person has sole
voting and investment power over the shares listed below unless otherwise
indicated.
Share Amounts and Percent
Name and Address of Beneficial Owner Nature of Ownership of Class
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Terry L. Simpson 3,183,674 47.30%(1)
7825 East Gelding Drive
Scottsdale, Arizona 85260
Bruce D. Williams 979,592 14.56%(1)
7825 East Gelding Drive
Scottsdale, Arizona 85260
Terry J. Gustafson 734,694 10.92%(1)
7825 East Gelding Drive
Scottsdale, Arizona 85260
Michael S. Williams 1,537,157(3) 20.51%(2)
3710 East Kent Drive
Phoenix, Arizona 85044
Aztore Holdings, Inc. 1,399,037(3) 18.67%(2)
3710 East Kent Drive
Phoenix, Arizona 85044
All Directors and Officers 6,435,117 85.86%(2)
as a Group (4 persons)
(1) Based on 6,730,180 shares of common stock outstanding.
(2) Based on 7,495,180 shares of common stock, including 6,730,180 shares
outstanding, the assumed exercise of 500,000 common stock warrants, and the
assumed conversion of 250,000 shares of Series A preferred stock.
(3) Includes 74,734 shares of common stock owned by Mr. Williams, plus the
assumed exercise of 63,386 common stock warrants owned by Mr. Williams, and
1,399,037 shares held by Aztore Holdings, Inc. including 1,071,983 shares
of common stock, 62,054 common stock warrants and 250,000 shares of Series
A preferred stock. Mr. Williams is deemed to have beneficial ownership of
the shares held by Aztore Holdings, Inc. due to his power to vote and sell
these shares. Mr. Williams disclaims beneficial ownership except to the
extent of his ownership of Aztore Holdings, Inc.
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MANAGEMENT
The executive officers and directors of Entrada are:
Name Age Position
---- --- --------
Bruce D. Williams 44 Director, Chief Executive Officer and President
Terry L. Simpson 48 Chairman of the Board of Directors and Chief
Technical Officer
Terry J. Gustafson 54 Chief Financial Officer, Secretary and Treasurer
Michael S. Williams 53 Director
EXECUTIVE COMPENSATION
The following table reflects all forms of compensation for services to Entrada
for the year ended December 31, 1999. No officer of Entrada received salary or
bonus in excess of $100,000 in this period.
Name/position Year Salary Bonus Other
- ------------- ---- ------ ----- -----
Bruce D. Williams, CEO 1999 $26,250 -- --
EMPLOYMENT CONTRACTS
We currently have "at will" employment contracts with Messrs. Bruce Williams,
Simpson and Gustafson, that provide for nine month's salary continuation in the
event of termination of employment under certain conditions, but do not specify
compensation amounts.
STOCK OPTION PLAN
Under the 1999 Equity Incentive Plan (the "Plan") 2,100,000 shares of common
stock are reserved for option and stock grants to directors, employees and
service providers to Entrada. The Plan expires September 30, 2009. As of
December 31, 1999, Entrada had granted 295,000 options with a four year vesting
period and a $.50 exercise price. At December 31, 1999, 5,000 options had vested
and were exercisable, and none had been exercised.
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SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
In accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
regulations of the Securities and Exchange Commission ("SEC"), the Company's
directors, executive officers and certain other 10% stockholders are required to
file reports of ownership and changes in ownership with the SEC and to furnish
the Company with copies of all these reports they file.
Based solely on its review of the copies of such forms furnished to the Company
and written representations from certain reporting persons, the Company believes
that during fiscal 1999 all filings required under Section 16(a) applicable to
its directors, executive officers and 10% stockholders were satisfied.
COMPANY STOCK PERFORMANCE
Our common stock first traded on the OTC Bulletin Board on March 3, 2000. Prior
to that date our stock was not traded on any organized exchange.
The following table shows the high and low bid prices for Entrada's common stock
as reported by the OTC Bulletin Board for the period indicated. The quotations
are inter-dealer prices, without retail mark-up, markdown or commission, and may
not reflect actual transactions.
High Low
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March 3 to March 31, 2000 $9.25 $3.06
STOCKHOLDER PROPOSALS
Stockholders may submit proposals to be considered for stockholder action at the
2001 Annual Meeting of Stockholders and inclusion in the Company's Proxy
Statement and proxy card if they do so in accordance with the appropriate
regulations of the SEC. For such proposals to be considered for inclusion in the
Proxy Statement for the 2001 meeting, the Company must receive proposals no
later than November 15, 2000. Such proposals should be directed to Entrada
Software Inc., 7825 East Gelding Drive, Scottsdale, Arizona 85260 to the
attention of the Secretary. The Company received no proposals for the 2000
Annual Meeting of Stockholders.
ADDITIONAL INFORMATION
A copy of Entrada's Form 10-KSB for the year ended December 31, 1999 is
enclosed. The Form 10-KSB is not considered part of this Proxy Statement. Upon
written request to the Company, an additional copy of the Form 10-KSB (not
including Exhibits) will be provided to anyone to whom this Proxy Statement is
delivered. You also may obtain our SEC filings through the Internet at
www.sec.gov.
By Order of the Board of Directors,
Terry J. Gustafson
Secretary and Treasurer
April 7, 2000
<PAGE>
STOCKHOLDER'S PROXY CARD
2000 ANNUAL MEETING OF STOCKHOLDERS
THURSDAY APRIL 27, 2000
The undersigned hereby appoints Bruce D. Williams, Terry L. Simpson and Terry J.
Gustafson, and each of them, as proxies to attend the 2000 Annual Meeting of
Stockholders of the Company to be held on Thursday, April 27, 2000 at 10:00
a.m., local time, in Scottsdale, Arizona and any meeting adjournment, and vote
shares of common stock, held by the undersigned as indicated on the reverse side
of this card, upon the election of Directors, and any other matters as may
properly come before the meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF ENTRADA SOFTWARE, INC.
PURSUANT TO A SEPARATE NOTICE OF ANNUAL MEETING AND PROXY STATEMENT, RECEIPT OF
WHICH IS HEREBY ACKNOWLEDGED. THIS CARD SHOULD BE MAILED IN THE ENCLOSED
ENVELOPE IN TIME TO REACH THE COMPANY BY 9:00 A.M., MST, ON THURSDAY, APRIL 27,
2000.
ELECTION OF DIRECTORS
Nominees:
Bruce D. Williams
Terry L. Simpson
Michael S. Williams
[ ] FOR all nominees as listed (except as marked to the contrary below).
[ ] WITHHOLD authority to vote for all nominees.
To withhold authority to vote for any individual nominee(s), write the name(s)
of the nominee(s) on the line below:
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The Board of Directors recommends a vote FOR the above Directors, which are
proposed by the Board (as described in the accompanying Proxy Statement). IF YOU
SIGN AND RETURN THIS CARD WITHOUT MARKING OTHERWISE, THE PROXY CARD WILL BE
TREATED AS BEING "FOR" THE DIRECTORS.
Dated: , 2000
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Signature(s)
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PLEASE SIGN HERE EXACTLY AS YOUR NAME(S) APPEAR ON THIS PROXY CARD. GIVE TITLE
IF YOU SIGN AS TRUSTEE, CORPORATE OFFICER, EXECUTOR, ADMINISTRATOR OR GUARDIAN.
