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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:
[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
[ ] Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12
WCM CAPITAL, INC.
(Name of Registrant as Specified in its Charter)
(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: ___________
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 (Set forth the amount on which the filing fee is
calculated and state how it was determined): $ ____________________________
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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PRELIMINARY COPY
WCM CAPITAL, INC.
76 Beaver Street
Suite 500
New York, NY 10005-3402
Telephone (212) 344-2828
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held Monday, December 13, 1999
An Special Meeting of Stockholders of WCM Capital, Inc., a Delaware
corporation (the "Company") will be held at the Holiday Inn, South San Francisco
Airport North, 275 South Airport Blvd., South San Francisco, Ca. 94080, on
December 13, 1999 at 9:00 a.m., for the following purposes:
(1) To reverse split the outstanding shares of the Company's Common Stock
on a one-for-three basis so that the 3,955,169 shares of the Company's Common
Stock outstanding prior to the reverse split will become approximately 1,318,390
shares of the Company's Common Stock following the reverse split; all fractional
shares being rounded up to the next nearest whole share;
(2) To amend the Company's Certificate of Incorporation to: (a) reduce the
number of authorized shares of Common Stock from 100,000,000 to 40,000,000; and
(b) effect the reverse split the outstanding shares of the Company's Common
Stock on a one-for-three basis so that the 3,955,169 shares of the Company's
Common Stock outstanding prior to the reverse split will become approximately
1,318,390 shares of the Company's Common Stock following the reverse split; all
fractional shares being rounded up to the next nearest whole share; and
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only holders of the Company's common stock, par value $0.01 per share (the
"Common Stock"), of record on November 1, 1999 are entitled to notice of, and to
vote at, the meeting or any adjournment thereof. At November 1, 1999, the record
date for determination of stockholders entitled to vote at the meeting or any
adjournments thereof, 3,955,169 shares of Common Stock were issued and
outstanding.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
FILL OUT, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE. PROXIES FORWARDED BY OR FOR BROKERS OR FIDUCIARIES SHOULD BE RETURNED
AS REQUESTED BY THEM. THE PROMPT RETURN OF PROXIES WILL SAVE THE EXPENSE
INVOLVED IN FURTHER COMMUNICATION.
By Order of the Board of Directors,
New York, New York
November 9, 1999 /s/ Richard Brannon
-------------------------------
Richard Brannon, Secretary
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PRELIMINARY COPY
WCM CAPITAL, INC.
-----------------------
SPECIAL MEETING OF STOCKHOLDERS
Monday, December 13, 1999
------------------------
PROXY STATEMENT
------------------------
GENERAL INFORMATION
This Proxy Statement (the "Proxy Statement") is furnished in connection with the
solicitation of proxies by the Board of Directors of WCM Capital, Inc., a
Delaware corporation (the "Company"), for use at the Special Meeting of
Stockholders of the Company to be held on Monday, December 13, 1999, or any and
all adjournments thereof, with respect to the following matters:
(1) To reverse split the outstanding shares of the Company's Common Stock
on a one-for-three basis so that the 3,955,169 shares of the Company's Common
Stock outstanding prior to the reverse split will become approximately 1,318,390
shares of the Company's Common Stock following the reverse split; all fractional
shares being rounded up to the next nearest whole share;
(2) To amend the Company's Certificate of Incorporation to: (a) reduce the
number of authorized shares of Common Stock from 100,000,000 to 40,000,000; and
(b) effect the reverse split the outstanding shares of the Company's Common
Stock on a one-for-three basis so that the 3,955,169 shares of the Company's
Common Stock outstanding prior to the reverse split will become approximately
1,318,390 shares of the Company's Common Stock following the reverse split; all
fractional shares being rounded up to the next nearest whole share; and
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Special Meeting (the "Meeting") will be held on December 13, 1999 at
9:00 a.m. at the Holiday Inn, South San Francisco Airport North, 275 South
Airport Blvd., South San Francisco, Ca. 94080. The Notice of Special Meeting,
Proxy Statement, Proxy Card, and the Special Report will be mailed on or about
November 12, 1999 to stockholders of record of the Company as of November 1,
1999.
If the enclosed proxy card is properly executed and returned in time to be
voted at the meeting, the shares of Common Stock represented will be voted in
accordance with the instructions contained therein. Executed proxies that
contain no instructions will be voted in favor of all of the proposals set forth
above.
If the Special Meeting is postponed or adjourned for any reason, at any
subsequent reconvening of the Special Meeting all proxies will be voted in the
same manner as such proxies would have been voted at the original convening of
the Special Meeting (except for proxies which have theretofore effectively been
revoked or withdrawn), notwithstanding that they may have been effectively voted
on the same or any other matter at a previous meeting.
VOTE REQUIRED FOR APPROVAL; SHARES ENTITLED TO VOTE; RECORD DATE
The presence at the Special Meeting, whether in person or by proxy, of the
holders of at least a majority of the outstanding shares of Voting Stock
entitled to vote thereat constitutes a quorum for the transaction of business.
For purposes of the quorum and the discussion below regarding the votes
necessary to take stockholder action,
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Stockholders of record who are present at the meeting in person or by proxy and
who abstain, including brokers holding customers' shares of record who cause
abstentions to be recorded at the meeting, are considered Stockholders who are
present and entitled to vote and they count toward the quorum.
Brokers holding shares of record for customers generally are not entitled
to vote on certain matters unless they receive voting instructions from their
customers. As used herein, "uninstructed shares" means shares held by a broker
who has not received instructions from its customers on such matters and the
broker has so notified the Company on a proxy form in accordance with industry
practice or has otherwise advised the Company that it lacks voting authority. As
used herein, "broker non-votes," means the votes that could have been cast on
the matter in question by brokers with respect to uninstructed shares if the
brokers had received their customers' instructions.
Reverse Split and Certificate of Incorporation Amendment to Reduce the
Number of Authorized Shares and to Effect the Reverse Split. To be approved,
these matters must receive the affirmative vote of the holders of a majority of
the outstanding shares of Common Stock. Uninstructed shares are entitled to vote
on these matter. Therefore, abstentions and broker non-votes have the effect of
negative votes.
On November 1, 1999 (the "Record Date"), there were outstanding 3,955,169
shares of Common Stock. Only holders of record of Common Stock at the close of
business on the Record Date will be entitled to notice of, and to vote at, the
Special Meeting. Each share of Common Stock is entitled to one vote for each
director to be elected and upon all other matters to be brought to a vote by the
Stockholders at the forthcoming Special Meeting.
Commencing 11 days prior to the date of the Special Meeting, a complete
record of the stockholders entitled to vote at the Special Meeting, or any
adjournment thereof, shall be available for inspection at the Company's
executive office during normal business hours by any stockholder for any purpose
germane to the Special Meeting. This record will also be available to
stockholders for such purposes at the place of and during the Special Meeting
The Company's executive offices are currently located at 76 Beaver Street,
Suite 500, New York, New York 10005.
REVOCABILITY OF PROXIES
Stockholders who execute proxies for the Special Meeting may revoke their
proxies at any time prior to their exercise, by delivering written notice of
revocation to the Company at the address on the Notice of Special Meeting, by
delivering a duly executed proxy bearing a later date, or by attending the
Special Meeting and voting in person.
BOARD OF DIRECTORS PROXY SOLICITATION
The costs of soliciting the proxies and of the meeting, including the costs
of preparing and mailing this Proxy Statement and other material, will be borne
by the Company. In addition to solicitation by mail, certain directors,
officers, and regular employees of the Company may, without additional
compensation, solicit proxies by telephone, personal interview, or facsimile
transmission to encourage stockholder participation in the voting process. The
Company also will request banks, brokers and others who hold shares in the
Company in nominee names to distribute proxy soliciting material to beneficial
owners, and will reimburse such banks and brokers for reasonable out-of-pocket
expenses which they may incur in so doing.
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REVERSE SPLIT OF THE OUTSTANDING SHARES OF
COMMON STOCK AND AMENDMENT TO THE CERTIFICATE
OF INCORPORATION TO REDUCE THE NUMBER OF
AUTHORIZED SHARES AND EFFECT THE REVERSE SPLIT
Items 1 and 2 on Proxy Card
The Board of Directors of the Company has recommended to the Company's
stockholders that the Company reverse split (the "Reverse Split") the Company's
outstanding shares of Common Stock and amend the Company's Certificate of
Incorporation (the "Charter Amendment") to increase the market price per share.
The Company's Common Stock is listed on the NASDAQ SmallCap Market. A minimum
bid price of $1.00 per share is required to assure continued listing of the
Company's Common Stock on the NASDAQ SmallCap Market. The Reverse Split and
Charter Amendment will effect a reverse split of the outstanding shares of the
Company's Common Stock on a one-for-three basis so that the 3,955,169 shares of
the Company's Common Stock outstanding prior to the Reverse Split will become
approximately 1,318,390 shares of the Company's Common Stock following the
Reverse Split. All fractional shares resulting from the split will be rounded up
to the next whole share. The Charter Amendment also will reduce the number of
authorized shares of Common Stock from 100,000,000 to 40,000,000.
The Reverse Split and Charter Amendment will become effective upon the
filing of the Charter Amendment with the Secretary of State of the State of
Delaware. See the form of Certificate of Amendment appended hereto as APPENDIX
"A."
REASONS FOR THE REVERSE SPLIT AND THE CHARTER AMENDMENT; PROPOSED TRANSACTIONS
NASDAQ notified the Company that it would delist the Company's Common Stock
from the NASDAQ SmallCap Market on September 17, 1999. The Company appealed this
decision before a NASDAQ Listing Qualifications Panel. The oral hearing was held
on October 28, 1999 and the Company is waiting for its decision. However, at the
hearing, the hearing Panel suggested that the Company effect a reverse split of
its outstanding shares of Common Stock on a one-for-three basis to see if the
bid price would rise above the $1.00 minimum bid price required for continued
listing on the NASDAQ SmallCap Market. NASDAQ sought the delisting because the
bid price for the Common Stock has been below $1.00. As noted in the chart of
quarterly bid prices below, during the quarter ended September 30, 1999, the
high and low bid prices were approximately $0.906 per share. In May 1998, the
Company effectuated a 25-for-1 reverse stock split which, when consummated,
caused it stock price to rise above the $1.00 threshold; however the bid price
did not remain above $1.00. Management believes, but cannot assure that, by
reverse splitting the outstanding shares of Common Stock on a one-for-three
basis, the bid price for the Common Stock will exceed $1.00 per share.
The Company is reducing the number of authorized shares of Common Stock
from 100,000,000 to 40,000,000 because the Board of Directors does not believe
that the Company needs to many authorized but unissued shares. After the Reverse
Split and Charter Amendment, more than 96% of the Company's authorized shares
still will be unissued.
Current stockholders of the Company have no dissenters' rights or
preemptive rights in connection with the Reverse Split or the Charter Amendment.
CERTAIN EFFECTS OF THE CHARTER AMENDMENT
AND THE REVERSE SPLIT
Stockholders will not realize any dilution in their percentage of ownership
of the Company or their voting rights as a result of the Charter Amendment and
Reverse Split. The Reverse Split may, however, affect the market value of the
Common Stock. No assurance can be given that the market value of the Common
Stock will increase in inverse proportion to the ratio of the Reverse Split.
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Prior to the Reverse Split and Charter Amendment, there were 96,044,831
Shares of the Company's Common Stock authorized but unissued. As a result of the
Reverse Split and Charter Amendment, there will be 38,681,610 shares of Common
Stock authorized but unissued (approximately 96.7% of the total authorized
number of shares). The Board of Directors has total discretion in the issuance
of any shares of Common Stock which may be issued in the future. The Board of
Directors could issue shares of Common Stock to discourage attempts by others to
obtain control of the Company through merger, tender offer, proxy contest or
otherwise by making such attempts more difficult to achieve or more costly. All
issuances of additional shares will dilute current stockholders' percentage of
ownership of the Company and voting rights.
MARKET PRICE OF AND DIVIDENDS ON THE COMPANY'S
COMMON STOCK AND OTHER STOCKHOLDER MATTERS
The principal U.S. market on which shares of the Company Common Stock (all
of which are of one class, $.01 per share) are traded on the small cap market on
the National Association of Securities Dealers, Inc. Automated Quotation System
(Symbol "WCMC").
The following table sets forth the range of high and low bid quotes of the
Company's Common Stock per quarter since the beginning of fiscal year 1997
(which reflects inter-dealer prices without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions). The following
stock prices have been adjusted to reflect a twenty-five for one reverse stock
split which occurred on May 26, 1998. As of November 1, 1999, the last sale
price for the Company's Common Stock was $1.0625 per share.
High Low
Quarter Ended Bid Price Bid Price
- ------------- --------- ---------
March 31, 1997 $5.50 $4.00
June 30, 1997 $4.75 $4.00
September 30, 1997 $5.50 $4.00
December 31, 1997 $2.34375 $1.5625
March 31, 1998 $1.5625 $1.5625
June 30, 1998 $2.25 $1.5625
September 30, 1998 $1.50 $1.00
December 31, 1998 $0.875 $0.4375
March 31, 1999 $1.03125 $1.03125
June 30, 1999 $1.15625 $1.0625
September 30, 1999 $0.90625 $0.90625
As of November 1, 1999, the approximate number of recordholders of the
Company's Common Stock is 3,028 inclusive of those brokerage firms and/or
clearing houses holding the Company's Common Shares in street name for their
clientele (with each such brokerage house and/or clearing house being considered
as one holder).
No dividends on Common Shares have ever been paid by the Company due to the
lack of excess capital and the Company does not anticipate that dividends will
be paid in the foreseeable future.
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BENEFICIAL OWNERSHIP OF COMMON STOCK
Directors, Executive Officers and Principal Stockholders
The following table lists the beneficial ownership of shares of the
Company's Common Stock as of November 1, 1999 for (a) each director, (b) each
nominee for director (c) each executive officer, (d) each person who is known by
the Company to be the beneficial owner of five percent or more of the
outstanding shares of Common Stock and (e) all directors and executive officers
as a group.
Name and Amount and
Address of Nature of
Beneficial Beneficial Percentage
Owner Ownership of Class
- ----------- --------- --------
J. Terry Anderson (1) 19,661(1) *
Robert L. Waligunda (2)(3) 7,700(5) *
George E. Otten(1)(2) -0- -0-
William C. Martucci (2) -0-(5) -0-
Steven R. Schurman(1) -0- -0-
Richard Brannon (2) -0- -0-
Ronald Ginsberg (1) -0- -0-
Robert W. Singer (1) 120,000 3.0%
William H. Wishinsky (3) -0- -0-
Casey Myhre (3) -0- -0-
John R. Bruno (3) -0- -0-
All Directors and Executive
Officers as a Group (11 persons,
including the above-listed former
officers and directors) 147,361 3.7%
- ----------
* Less than 1%
(1) Former officer and/or director of the Company.
(2) Executive officer and/or director of the Company
(3) Director.
(4) Includes 1,200 shares pledged as collateral to a non-affiliate individual.
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(5) Although Mr. Martucci does not own any shares of the Company's common
stock, he is, through his affiliates, the principal creditor of the Company
and the principal source of funding for the Company. Accordingly, he has
the ability to exert significant influence on the management of the
Company. See "Certain Transactions with Executive Officers and Directors"
below.
Other Business
The Board of Directors is not aware of any other matters to be presented at
the meeting. If any other matters would properly come before the meeting, the
persons named in the enclosed proxy form will vote the proxies in accordance
with their best judgment.
The Company files annual, quarterly, and special reports, proxy statements,
and other information with the Commission. You may read and copy any reports,
statements, and other information that the Company files at the Commission's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the Commission at 1-800-SEC-0330 for further information on the operations
of the Public Reference Room. The Company's Commission filings also are
available on the Commission's Internet site, which is http://www.sec.gov.
Date: November 9, 1999 By Order of the Board of Directors
/s/ Richard Brannon
----------------------------------
Richard Brannon, Secretary
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APPENDIX "A"
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WCM CAPITAL, INC.
Under Section 242 of the
Corporation Law of the State of Delaware
Robert L. Waligunda and Richard Brannon, respectively, the President and
the Secretary of WCM CAPITAL, INC. (the "Company"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DO HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by written consent filed
with the minutes of the Board, adopted the following resolution proposing and
declaring advisable the following amendment to the Certificate of Incorporation
of said corporation:
"1. The Certificate of Incorporation is hereby amended to: (a) reduce the
number of authorized shares of Common Stock from 100,000,000 shares to
40,000,000 shares; and (b) effect a reverse split of the Company's outstanding
Common Stock in the ratio of one share for every three shares outstanding. The
Company currently has authorized 100,000,000 shares of Common Stock with a par
value of $.01 per share, of which 3,955,169 shares of Common Stock are issued
and outstanding, and 96,044,831 shares are unissued. Under the new structure,
the Company will have 40,000,000 shares of Common Stock, par value $.01,
authorized, of which approximately 1,318,390 shares will be issued and
outstanding and 38,681,610 shares will be unissued. All fractional shares
resulting from the reverse split will be rounded up to the next whole share. The
par value shall not change. The reverse split shall take effect on the filing of
the Charter Amendment with the Secretary of State of the State of Delaware."
SECOND: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of section 242 of the General Corporation Law of the State
of Delaware by the affirmative vote by the holders of the majority of the stock
of the Company entitled to vote at a special meeting of stockholders held on
December __, 1999.
IN WITNESS WHEREOF, we, the undersigned, have executed and subscribed this
certificate this ___ day of December, 1999.
____________________________________ _____________________________
Robert L. Waligunda, President Richard Brannon, Secretary
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WCM CAPITAL, INC.
76 Beaver Street - Suite 500
New York, New York 10005-3402
Telephone (212) 344-2828
NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS
To Be Held Monday, December 13, 1999
The undersigned hereby appoints Robert L. Waligunda as Proxy, with the
power to appoint his substitute, and hereby authorizes him to represent and to
vote as designated on the reverse side, all the shares of common shares, $0.01
par value per share (the "Common Shares"), of WCM Capital, Inc., a Delaware
corporation (the "Company"), at a Special Meeting of Shareholders (the
"Meeting") to be held at the Holiday Inn South San Francisco Airport North, 275
South Airport Blvd., South San Francisco, California 94080, on Monday, December
13, 1999 at 9 a.m., or any postponement or adjournment thereof, for the
following purposes. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS
DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED
FOR ALL PROPOSALS.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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Please date, sign and mail
your Proxy card back as soon as
possible!
Special Meting of Stockholders
WCM CAPITAL, INC.
December 13, 1999
Please detach and Mail in the Envelope Provided
|_| Please mark your
Votes as in this
example
(1) To reverse split the outstanding shares of the Company's Common Stock on a
one-for-three basis so that the 3,955,169 shares of the Company's Common
Stock outstanding prior to the reverse split will become approximately
1,318,390 shares of the Company's Common Stock following the reverse split;
all fractional shares being rounded up to the next nearest whole share;
FOR AGAINST ABSTAIN
|_| |_| |_|
(2) To amend the Company's Certificate of Incorporation to: (a) reduce the
number of authorized shares of Common Stock from 100,000,000 to 40,000,000;
and (b) effect the reverse split the outstanding shares of the Company's
Common Stock on a one-for-three basis so that the 3,955,169 shares of the
Company's Common Stock outstanding prior to the reverse split will become
approximately 1,318,390 shares of the Company's Common Stock following the
reverse split; all fractional shares being rounded up to the next nearest
whole share; and
FOR AGAINST ABSTAIN
|_| |_| |_|
(3) To transact such other business as may properly come before the meeting or
any adjournment thereof
Only holders of the Company's common stock, par value $0.01 per share (the
"Common Stock") of record on November 1, 1999 are entitled to notice of, and to
vote at, the meeting or any adjournment thereof. November 1, 1999, the record
date for determination of stockholders entitled (a vote at the meeting or any
adjournments thereof, 3,955,169 shares of Common Stock were issued and
outstanding.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL
OUT, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE.
PROXIES FORWARDED BY OR FOR BROKERS OR FIDUCIARIES SHOULD BE RETURNED AS
REQUESTED BY THEM. THE PROMPT RETURN OF PROXIES WILL SAVE THE EXPENSE INVOLVED
IN FURTHER COMMUNICATION.
Signature __________________ Signature____________________ Date________________
NOTE: Please sign exactly as the name appears above. When shares are held by
joint tenants, both should sign
