SCHEDULE 14A INFORMATION
(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:
[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
ROYAL HOLIDAY MOBILE ESTATES, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
N/A
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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)(4) 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 the transaction:
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(5) Total fee paid:
[ ] Fee paid previously with preliminary material.
[ ] 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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(4) Date Filed:
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ROYAL HOLIDAY MOBILE ESTATES, INC.
16133 Ventura Blvd., Suite 635
Encino, California 91436
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
February 1, 2001
TO THE SHAREHOLDERS OF ROYAL HOLIDAY MOBILE ESTATES, INC.
A special meeting of the shareholders of Royal Holiday Mobile Estates, Inc.
will be held at 16133 Ventura Blvd., Suite 635, Encino, California 91436 on
February 1, 2001, at 2:00 p.m. Pacific Time, for the following purposes.
1. To approve an Acquisition Agreement and Plan of Merger with Sitestar
Applied Technologies, Inc.;
2. Amend the Articles of Incorporation and By-laws of Royal Holiday Mobile
Estates, Inc.;
3. Change the name of Royal Holiday Mobile Estates, Inc. to Sitestar Applied
Technologies, Inc.
4. Approve new Board of Directors pursuant to the Acquisition Agreement and
Plan of Merger; and
5. To transact any other business that may properly come before the meeting or
any adjournment of the meeting.
Shareholders of record at the close of business on January 16, 2001 are
entitled to notice of and to vote at the meeting. Our proxy statement
accompanies this notice.
All shareholders are invited to attend the meeting in person.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE SIGN THE
ENCLOSED PROXY CARD AND RETURN IT AS SOON AS POSSIBLE.
By Order of the Board of Directors,
/s/ Hagit Bernstein
Hagit Bernstein
President
January 17, 2001
<PAGE>
PROXY STATEMENT MEMORANDUM
CONFIDENTIAL
SPECIAL MEETING OF STOCKHOLDERS
OF
ROYAL HOLIDAY MOBILE ESTATES, INC.
(To be held February 1, 2001)
ROYAL HOLIDAY MOBILE ESTATES, INC./SITESTAR APPLIED TECHNOLOGIES, INC.
Stock for Stock Exchange Reorganization
IRC 368
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PROXY STATEMENT MEMORANDUM
Each share of common stock of Sitestar Applied Technologies, Inc.
("Sitestar"), (the "Sitestar Shares"), is being exchanged into 403.56 shares of
common stock of Royal Holiday Mobile Estates, Inc. ("Royal Holiday") (the
"Shares"). Immediately after the Merger, there will be 11,210,000 shares of
Common Stock of Royal Holiday issued and outstanding. 10% of the issued and
outstanding shares will remain with the existing stockholders of Royal Holiday;
90% of the issued and outstanding shares will be newly issued to the
stockholders of Sitestar.
This Proxy Statement Memorandum is being furnished to the holders of
the common stock, $.001 par value ("Royal Holiday's Common Stock"), of Royal
Holiday, a Nevada corporation, in connection with the solicitation of proxies by
the Board of Directors of Royal Holiday for use at a special meeting of
stockholders of Royal Holiday to consider and vote upon approval of an
Acquisition Agreement and Plan of Merger dated January 15, 2001 ("Merger
Agreement") between Royal Holiday Mobile Estates, Inc. a Nevada Corporation, and
Sitestar Applied Technologies, Inc. , a Nevada corporation ("Sitestar")
providing for the merger (the "Merger") of Sitestar into Royal Holiday. If the
proposed Merger is consummated; Sitestar stockholders ("Sitestar Stockholders"),
as hereinafter defined, of Sitestar will be entitled to receive 403.56 shares of
Royal Holiday stock, par value $.001("Royal Holiday's Common Stock") for each
share of Sitestar's Common Stock owned by them.
Royal Holiday stockholders should consider the factors prior to voting
on the proposed Merger.
This Proxy Statement Memorandum is dated and was first mailed to Royal
Holiday Stockholders on or about January 24, 2001.
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DELIVERY OF CERTAIN DOCUMENTS
This Proxy Statement Memorandum incorporates documents by reference
that are not presented herein or delivered herewith. These documents are
available upon request from Royal Holiday Mobile Estates, Inc. 16133 Ventura
Blvd., Suite 635, Encino, California 91436, telephone (818) 981-1796.
Royal Holiday will provide without charge a copy of any or all of the
documents referred to above (other than certain exhibits to such documents) to
each person to whom this Proxy Statement Memorandum is delivered, on the written
or oral request of such person.
No person has been authorized to give any information or to make any
representation other than as contained herein in connection with the matters
described herein, and, if given or made, such information or representation must
not be relied upon as having been authorized by Royal Holiday or Sitestar.
Neither the delivery of this Proxy Statement Memorandum nor any distribution of
Royal Holiday Common Stock hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of Royal Holiday or
Sitestar since the date hereof.
RISK DISCLOSURE STATEMENT
ROYAL HOLIDAY STOCKHOLDERS INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS
PROXY MEMORANDUM OR ANY COMMUNICATION, WHETHER WRITTEN OR VERBAL, FROM US, OUR
OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, AS LEGAL, TAX, ACCOUNTING OR OTHER
EXPERT ADVICE. EACH INVESTOR SHOULD CONSULT HIS OWN LEGAL COUNSEL, ACCOUNTANTS
AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX, ACCOUNTING AND RELATED MATTERS
CONCERNING THIS MERGER.
NO REPRESENTATION OR WARRANTY OF ANY KIND IS INTENDED OR SHOULD BE INFERRED WITH
RESPECT TO THE ECONOMIC RETURN, IF ANY, WHICH MAY ACCRUE TO THE STOCKHOLDERS.
THE SHARES OFFERED IN THE EXCHANGE ARE OFFERED IN EXCHANGE FOR SHARES IN
SITESTAR ONLY, SUBJECT TO WITHDRAWAL, CANCELLATION OR MODIFICATION OF THIS
MERGER WITHOUT NOTICE.
WE HAVE AGREED TO GRANT TO EACH STOCKHOLDER AND/OR HIS, HER OR ITS
REPRESENTATIVE(S), PRIOR TO THE EXCHANGE OF ANY SHARES HEREUNDER, THE
OPPORTUNITY TO REVIEW ADDITIONAL DOCUMENTS AND INFORMATION AND TO ASK QUESTIONS
OF, AND TO RECEIVE ANSWERS FROM US OR OUR REPRESENTATIVES CONCERNING THE
COMPANY, ITS BUSINESS, THE TERMS AND CONDITIONS OF THIS MERGER OR ANY OTHER
RELEVANT MATTER, AND TO SUPPLY ANY ADDITIONAL INFORMATION NECESSARY TO VERIFY
THE ACCURACY OF THE INFORMATION SET FORTH HEREIN, TO THE EXTENT THAT WE POSSESS
SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE. EACH
STOCKHOLDER IS URGED TO MAKE OR UNDERTAKE SUCH PERSONAL INVESTIGATION. IN
CONNECTION WITH ANY SUCH INQUIRY, ANY DOCUMENTS WHICH ANY STOCKHOLDER WISHES TO
REVIEW WILL BE MADE AVAILABLE FOR INSPECTION AND COPYING OR PROVIDED, UPON
REQUEST, SUBJECT TO THE STOCKHOLDER'S AGREEMENT TO MAINTAIN SUCH INFORMATION IN
STRICT CONFIDENCE. ANY SUCH INQUIRIES OR REQUESTS FOR ADDITIONAL INFORMATION OR
DOCUMENTS SHOULD BE MADE TO US AS FOLLOWS: ROYAL HOLIDAY MOBILE ESTATES, INC.,
16133 VENTURA BLVD., SUITE 635, ENCINO, CALIFORNIA 91436.
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THE MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING ARE OF GREAT IMPORTANCE TO
THE STOCKHOLDERS OF ROYAL HOLIDAY BECAUSE, IF THE EXCHANGE AGREEMENT IS APPROVED
AND ADOPTED AND THE PROPOSED EXCHANGE OF SHARES IS CONSUMMATED, THE
STOCKHOLDER'S EQUITY INVESTMENT IN ROYAL HOLIDAY WILL BE DILUTED AS THE RESULT
OF THE ISSUANCE OF AN ADDITIONAL 10,089,000 SHARES OF ROYAL HOLIDAY STOCK IN
EXCHANGE FOR 100% OF THE SHARES OF SITESTAR. ACCORDINGLY, STOCKHOLDERS ARE URGED
TO READ AND CAREFULLY CONSIDER THE INFORMATION SUMMARIZED BELOW AND PRESENTED
ELSEWHERE IN THIS PROXY STATEMENT MEMORANDUM.
Date, Time and Place February 1, 2001 2:00 p.m. Pacific Time, at
of the Special Meeting 16133 Ventura Blvd., Suite 635, Encino,
of Royal Holiday California 91436 (the "Special Meeting").
Stockholders
Purpose of the Meeting To consider and vote on the approval of the
Acquisition Agreement and Plan of Merger
(the "Merger Agreement"), a copy of which
is attached to this Proxy Statement
Memorandum as Appendix A, among Royal
Holiday Mobile Estates, Inc., a Nevada
corporation, ("Royal Holiday"), and Sitestar
Applied Technologies, Inc., a Nevada
Corporation ("Sitestar"). The Merger
Agreement provides for the merger (the
"Merger") of Sitestar into Subsidiary.
Stockholders Entitled Only Royal Holiday stockholders of record
to Vote at 5:00 p.m., Los Angeles time on January
16, 2001 are entitled to notice of and to
vote at the Special Meeting. As of the date
of this Proxy Statement, there are 1,121,000
issued and outstanding shares of common
stock, $.001 par value, of Royal Holiday
("Royal Holiday's Common Stock").
Vote Required Under Nevada law, the approval and adoption
of the Merger Agreement require the
affirmative vote of the holders of a
majority of Royal Holiday's Common Stock
outstanding and entitled to vote. Royal
Holiday anticipates that all current Royal
Holiday directors and officers will vote
their shares of Royal Holiday Common Stock
to approve the Merger. As of January 16,
2001 the directors and officers of Royal
Holiday beneficially owned Royal Holiday
Common Stock representing 53.07% of the
outstanding shares of Royal Holiday's Common
Stock. A vote of approval for the Merger of
Sitestar stockholders has been obtained.
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Interest of Royal Holiday As of January 16, 2001, directors and
Management officers of Royal Holiday beneficially owned
an aggregate of 0 shares of Sitestar Common
Stock that represents 0% of the outstanding
shares of Royal Holiday's Common Stock.
Terms of the Merger As a result of the Merger, each holder of
outstanding shares of Sitestar Common Stock
will receive 403.56 shares of common stock,
$.001 par value, of Royal Holiday ("Royal
Holiday Common Stock") for each share of
Sitestar stock, pursuant to the Merger
Exchange Ratio ("Merger Exchange Ratio")
attached to the Merger Agreement.
Merger Exchange Ratio The Merger Exchange Ratio consists of an
exchange ratio whereby 403.56 shares of
Royal Holiday Common Stock will be issued
for each share of Sitestar Common Stock.
With 25,000 shares of Sitestar Common Stock
issued and outstanding as of January 16,
2001, Royal Holiday will issue 10,089,000
million shares of Common Stock.
Exchange of Certificates If the Merger is consummated, exchange of
certificates formerly representing shares of
Sitestar's Common Stock for certificates
representing the appropriate number of
shares of Royal Holiday Common Stock will be
made upon surrender to Pacific Stock and
Transfer Company, Inc. ("Exchange Agent")
Las Vegas, Nevada of the certificates
formerly representing Sitestar's Common
Stock. SHARES SHOULD NOT BE SURRENDERED FOR
EXCHANGE PRIOR TO APPROVAL OF THE MERGER BY
SITESTAR'S STOCKHOLDERS AND RECEIPT OF A
NOTICE THAT THE MERGER HAS BEEN CONSUMMATED
AND OF INSTRUCTIONS FOR SUBMITTING
SITESTAR'S CERTIFICATES/
Fractional shares of Royal Holiday Common
Stock will not be issued. Instead, Royal
Holiday will round up to the nearest shares.
Sitestar stockholders will be provided with
a letter of transmittal and related
materials needed to effectuate the exchange
of their certificates.
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Recommendation of Royal The board of directors of Royal Holiday has
Holiday's Board of Directors; duly approved the Merger Agreement and
Reasons for the Merger; recommends a vote in favor of it in the
Fairness belief that the Merger is in the best
interest of Royal Holiday stockholders.
Before giving this approval, the Royal
Holiday's board reviewed a number of
factors, including the terms of the Merger
Agreement, the Merger Exchange Ratio,
information regarding the financial
condition, operations and prospects of Royal
Holiday and Sitestar, and advice of Royal
Holiday's management.
Dissenters' Rights Royal Holiday's Common Stockholders who
perfect dissenters' rights pursuant to
Sections 78.471 through 78.502 of the Nevada
General Corporation Law will be entitled to
receive cash for their shares in accordance
with such sections. TO PERFECT DISSENTERS'
RIGHTS, IT IS IMPORTANT TO FOLLOW THE
PROCEDURES SET FORTH IN THE NEVADA STATUTE.
Sitestar and Royal Holiday are not required
to proceed with the Merger if the holders of
more than 10% of Royal Holiday Common Stock
assert dissenter's rights.
Federal Income Tax For federal income tax purposes, it is
Consequences intended that the Merger constitute a
"reorganization" under Section 368 of the
Internal Revenue Code so that no gain or
loss will be recognized by Sitestar
stockholders who exchange their shares of
Sitestar Common Stock in the Merger (except
with respect to cash received in for shares
as to which stockholders exercise
dissenters' rights).
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Conditions to the Merger; Notwithstanding approval of the Merger
Termination Agreement by Royal Holiday stockholders,
consummation of the Merger is subject to a
number of conditions which, if not
fulfilled or waived, permit termination of
the Merger Agreement, including the absence
of any temporary restraining order,
preliminary or permanent injunction, or
other order preventing consummation of the
Merger or any transaction contemplated by
the Merger Agreement. The Merger Agreement
will terminate by its terms if the Merger
has not occurred on or prior to the earlier
of January 16, 2001 or five (5) business
days following the Royal Holiday stockholder
approval of the Merger Agreement. The Merger
may also be abandoned by mutual consent, and
in certain other circumstances.
Effective Time If the Merger Agreement is adopted and
approved at the Special Meeting, and all
other conditions to the Merger have been met
or waived, the parties expect the Merger to
be effective on the day of the Special
Meeting or shortly thereafter. If all
conditions are not met or waived, there
could be a delay in the Effective Time or
the Merger Agreement could be terminated.
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SHARES OUTSTANDING AND VOTING RIGHTS
The only authorized class of capital stock of Royal Holiday outstanding
and entitled to vote at the Special Meeting is the Royal Holiday Common Stock.
On January 16, 2001 at 5:00 p.m., Los Angeles time, the record date for
determination of Royal Holiday stockholders entitled to notice of and to vote at
the special Meeting, there were 1,121,000 shares of Royal Holiday Common Stock
outstanding. Each outstanding share of Royal Holiday Common Stock is entitled to
one vote on each matter submitted to the Special Meeting.
Holders of a majority of the outstanding shares of Royal Holiday Common
Stock entitled to vote must be present in person or represented by proxy to
constitute a quorum at the Special Meeting. The affirmative vote of the holders
of a majority of the outstanding shares of Royal Holiday Common Stock entitled
to vote is required for approval and adoption of the Merger Agreement.
The board of directors of Royal Holiday has been designated as proxy to
vote shares of Royal Holiday Common Stock solicited on its behalf. If the
enclosed form of proxy is executed and returned, it may nonetheless be revoked
at any time prior to the vote at the Special Meeting by written notice to us at
16133 Ventura Blvd., Suite 635, Encino, California 91436, by attending the
meeting and electing to vote in person, or by proper delivery of a duly executed
proxy bearing a later date. The persons named in the enclosed proxy will vote as
directed with respect to the Merger Agreement, or in the absence of any
direction, in favor of approval and adoption of the Merger Agreement.
THE BOARD OF DIRECTORS OF ROYAL HOLIDAY HAS APPROVED THE MERGER AGREEMENT BY
UNANIMOUS VOTE OF ALL DIRECTORS AND RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.
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THE MERGER
Introduction
The boards of directors of Sitestar and Royal Holiday have each duly
approved the Merger Agreement. All references to the Merger and the terms and
conditions thereof in this Proxy Statement Memorandum are qualified by reference
to the Merger Agreement set forth as Appendix A hereto, which is incorporated
herein by reference.
It is contemplated that after the Merger, Sitestar will operate the
business. As a result of the Merger, the stockholders of Sitestar, a Nevada
corporation, will become stockholders of Royal Holiday, a Nevada corporation.
Capitalization of Royal Holiday and Conversion of Shares
The capital stock of Royal Holiday consists of 75,000,000 shares of
Common Stock with a par value of one tenth of one cent ($0.001) per share,
1,121,000 shares of which are issued and outstanding on the date hereof. Total
shares outstanding after the Merger will be 11,210,000. The shares are all of
one class, common, with like rights and privileges. Each share is entitled to
participate equally in dividends and distributions declared by Royal Holiday.
Each share is entitled to one (1) vote on each matter. The shares of common
voting stock, when issued and paid for, shall be fully paid and non-assessable
and will have no preference, pre-emptive, conversion or exchange rights. Royal
Holiday has no senior securities or long-term debt authorized, issued or
outstanding, and has no present intention of issuing either security. All voting
is noncumulative. Accordingly, the holders of more than fifty percent (50%) of
our shares of Common Stock will be able to elect all representatives to the
Board of Directors, and the holders of less than fifty percent (50%) will not be
able to elect any of the Board of Directors.
When the Articles and Certificate of Merger have been acknowledged and
filed with the Secretary of State of Nevada, as required by the Nevada General
Corporation Law (the "Effective Time"), the outstanding shares of Sitestar
Common Stock, by virtue of the Merger and without any action on the part of the
holders thereof, will cease to be outstanding and will be converted into shares
of Royal Holiday Common Stock at the Merger Exchange Ratio.
If the Merger Agreement becomes effective, Royal Holiday will issue
Pacific Stock and Transfer Company, Las Vegas, Nevada (the "Exchange Agent")
certificates representing the number of shares of Royal Holiday Common Stock
into which the shares of Sitestar Common Stock outstanding at the Effective Time
are to be converted. The Exchange Agent will distribute certificates
representing the number of whole shares of Royal Holiday Common Stock to each
Sitestar stockholder upon the surrender to the Exchange Agent for cancellation
of stock certificates representing such holder's shares of Sitestar Common
Stock. The approval of the Merger by the stockholders of Royal Holiday will
constitute approval of the appointment of the Exchange Agent.
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Negotiation of Terms; Reasons for Merger
The terms of the original proposal and Merger Agreement were not
established through arms' length negotiations between representatives of
Sitestar and Royal Holiday. Both the original proposals, and the Merger Exchange
Ratio were approved by the boards of directors of Sitestar and Royal Holiday on
the basis of a number of factors (certain members of Sitestar's Board of
Directors are relatives of the shareholders, officers and directors of Royal
Holiday). The board of directors of Royal Holiday believes the Merger to be in
the best interests of Royal Holiday and its stockholders. In making this
determination, the Royal Holiday board reviewed a number of factors, including
the terms of the Merger Agreement, the Merger Exchange Ratio, information
regarding the financial condition, operations and prospects of Sitestar and
Royal Holiday. The Royal Holiday board found that, in the context of the
foregoing, the value of the Sitestar Common Stock to be received pursuant to the
Merger Exchange Ratio compared favorably with the value of the Royal Holiday
stock
Interest of Sitestar Management
Frederick T. Manlunas, Executive Chairman and Secretary of Sitestar,
and his wife are both shareholders of Royal Holiday. As of January 15, 2001, the
Manlunas' owned approximately 9.8% of Royal Holiday's Common Stock.
Federal Income Tax Consequences
Royal Holiday has not received an opinion of counsel on the Federal
Income Tax Consequences of the transaction, nor does Royal Holiday intend to
acquire such opinion, however; Royal Holiday and Sitestar have structured the
Merger with the intention that, based upon the terms of the Merger Agreement and
certain related factual representations, the Merger will be treated for federal
income tax purposes as a reorganization under Section 368 of the Internal
Revenue Code of 1986 ("Code") and that, accordingly, (i) no gain or loss will be
recognized by the stockholders of Sitestar who exchange all of their Sitestar
Common Stock solely for Royal Holiday Common Stock pursuant to the Merger.
Vote Required
The affirmative vote of the holders of a majority of the outstanding
shares of Royal Holiday Common Stock entitled to vote at the Special Meeting is
required for the approval and adoption of the Merger Agreement.
Dissenters Rights'
If the Merger is approved by the required vote of the Royal Holiday
stockholders and is not abandoned or terminated, any holder of Royal Holiday
Common Stock may, by complying with the provisions of Sections 78.471 through
78.502 of the Nevada General Corporation Law, and subject to the limitations
discussed below, require Royal Holiday to purchase for cash at their fair cash
value the shares of Royal Holiday Common Stock owned by such stockholder. The
fair cash value shall be determined as of the day before the vote on the Merger
Agreement is taken, excluding any element of value arising from the expectation
or accomplishment of the Merger.
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A dissenting Royal Holiday stockholder (a "Dissenting Stockholder")
wishing to require Royal Holiday to purchase his or her shares of Royal Holiday
Common Stock ("Dissenting Shares") must: (1) at or prior to the taking of the
vote on the Merger Agreement, object thereto in writing; (2) not vote his shares
in favor of the proposed action; (3) within the time period set forth in the
dissenter's notice, not less than 30 days nor more than 60 days after the date
the notice was delivered, (i) demand payment, (ii) certify whether he acquired
beneficial ownership of the shares before the date required to be set forth in
the dissenter's notice, and (iii) deposit his certificates in accordance with
the terms of the notice.
The Dissenting Stockholder who does not demand payment or deposit his
certificates where required, each by the date set forth in the dissenter's
notice, is not entitled to payment for his shares under NRS 78.471 to 78.502,
inclusive. NRS 78.494 (3)
Subject to the provisions of the Nevada General Corporation Law,
payment of the fair cash value of the Dissenting Shares will be made within 30
days after surrender of the certificates. Therefore. if Royal Holiday and the
Dissenting Stockholder fail to agree upon the fair cash value of the Dissenting
Shares within sixty days, then the corporation shall commence a proceeding
within the 60 day period in a District Court of Clark County, Nevada, requesting
the court to determine the fair value of the Dissenters Shares, including all of
the costs of the proceeding, including the reasonable compensation and expenses
of any appraisers appointed by the court.
Conditions for Merger and Other Provisions
A copy of the Merger Agreement is available at Royal Holiday. The
Merger Agreement sets forth representations and warranties by each of the
parties and the terms, covenants and conditions to be complied with and
performed by each of them on or before the Effective Time. Consummation of the
Merger is conditioned upon satisfaction or waiver of conditions precedent set
forth in the Merger Agreement, including, among other things, (i) the holders of
not more than 10% of Royal Holiday Common Stock asserting dissenters' rights,
(ii) the absence of any material adverse change in the condition, financial or
otherwise, of Royal Holiday or Sitestar, (iii) absence of material
misrepresentations or breaches of covenants, and (iv) the absence of temporary
restraining order, preliminary or permanent injunction, or other order
preventing consummation of the Merger or any transaction contemplated by the
Merger Agreement.
If the Merger Agreement is approved by the stockholders of Royal
Holiday and if all other conditions imposed on Royal Holiday and Sitestar are
met or waived, it is expected that the Merger will become effective on the day
of the Special Meeting or as soon as practicable thereafter. In the event the
conditions are not met or waived, the Effective Time could be delayed or the
Merger Agreement could be terminated.
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The Merger Agreement may be terminated and the Merger abandoned
(whether before or after approval by Royal Holiday stockholders): (i) by the
mutual consent of the boards of directors of Royal Holiday, Royal Holiday
Subsidiary, and Sitestar (ii) by Royal Holiday in the event of the material
breach by Sitestar of any provision of the Merger Agreement, which breach is not
remedied by Sitestar within 15 days after receipt of notice thereof from Royal
Holiday; (iii) by Sitestar in the event of the material breach by Royal Holiday
of any provision of the Merger Agreement, which breach is not remedied by Royal
Holiday within 15 days after receipt of notice thereof from Sitestar; (iv) by
Royal Holiday if the stockholders of Royal Holiday fail to approve the Merger
and the Merger Agreement by a majority vote at a duly held meeting of
stockholders of Royal Holiday called for such purpose.
The Merger Agreement will automatically terminate by its terms if the
Effective Time has not occurred on or prior to the earlier of (a) 5:00 p.m.
Nevada time on January 16, 2001 or (b) five business days following approval of
the Merger Agreement by Royal Holiday stockholders.
SECURITIES COVERED BY THIS PROXY STATEMENT MEMORANDUM
A total of 10,089,000 shares of Royal Holiday Common Stock are covered
by this Proxy Statement Memorandum.
BUSINESS OF SITESTAR
Sitestar is a creator of new economy businesses providing Internet
design consulting and Internet-based solutions to small to medium sized
companies and startup businesses. Sitestar helps its clients define Internet
strategies to improve their competitive position, design, architect, develop,
and implement solutions to execute those strategies. These solutions focus on
complex business-to-consumer and business-to-business electronic commerce,
customer relationship management, supply chain optimization, electronic markets
and sales force automation.
Sitestar has the ability to deliver high quality solutions,
primarily on a fixed-price, fixed-timeframe basis, through a rapid, effective
and integrated process. Its services include e-commerce business strategy
development; creative design; and technology development and systems
integration.
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MANAGEMENT OF ROYAL HOLIDAY FOLLOWING THE MERGER
The management of Royal Holiday following the merger will be as
follows:
Directors:
Clinton J. Sallee
Frederick T. Manlunas
Kevork Zoryan
Officers:
President - Clinton J. Sallee
Executive Chairman, Secretary/Treasurer - Frederick T. Manlunas
Vice President - Thomas Albanese
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ROYAL HOLIDAY MOBILE ESTATES, INC.
PROXY
Special Meeting of Shareholders
February 1, 2001
The undersigned appoints the Board of Directors of Royal Holiday Mobile
Estates, Inc. with full power of substitution, the attorney and proxy of the
undersigned, to attend the special meeting of shareholders of Royal Holiday
Mobile Estates, Inc., to be held February 1, 2001, beginning at 2:00 p.m.,
Pacific Time, at 16133 Ventura Blvd., Suite 635, Encino, California 91436, and
at any adjournment thereof, and to vote the stock the undersigned would be
entitled to vote if personally present, on all matters set forth in the Proxy
Statement to Shareholders dated January 17, 2001, a copy of which has been
received by the undersigned, as follows:
1. Vote _____ Withhold Vote _____
for the approval of the Merger between Royal Holiday Mobile Estates, Inc.
and Sitestar Applied Technologies, Inc.
2. Amend the Articles of Incorporation and By-laws of Royal Holiday Mobile
Estates, Inc.
3. Changes the name of Royal Holiday Mobile Estates, Inc. to Sitestar Applied
Technologies, Inc.
4. Approve new Board of Directors pursuant to the Acquisition Agreement and
Plan of Merger.
5. To transact any other business that may properly come before the meeting or
any adjournment of the meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATIONS ABOVE. IN
THE ABSENCE OF SUCH INDICATIONS, THIS PROXY, IF OTHERWISE DULY EXECUTED, WILL BE
VOTED FOR EACH OF THE MATTERS SET FORTH ABOVE.
Date ___________________________, 2001 Number of Shares _________________
Please sign exactly as your name appears Signature__________________________
on your stock certificate(s). If your Print Name Here____________________
stock is issued in the names of two or
more persons, all of them must sign this
proxy. If signing in representative Signature__________________________
capacity, please indicate your title. Print Name Here____________________
PLEASE SIGN AND RETURN THIS PROXY PRIOR TO JANUARY 30, 2001.
