PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
docsales.com, 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):
[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 transaction:
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5 Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
<PAGE>
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
DOCSALES.COM, INC.
3000 W. Warner Avenue
Santa Ana, California 92704
September 29, 1999
Dear Shareholder:
On behalf of the Board of Directors, I cordially invite you to attend a
Special Meeting of Shareholders of docsales.com, inc. (the "Company"), to be
held at 11:00 a.m. local time on October 19, 1999, at the Company's offices at
3000 W. Warner Avenue, Santa Ana, California, 92704.
At the Special Meeting you are being asked to consider and vote upon a
change in the Company's corporate name to DOCPLANET.COM, INC. Recently, on
July 7, 1999, the shareholders of the Company met at the Annual Meeting of the
shareholders and voted to change the Company's name to docsales.com, inc. The
Board feels that this change in our Company's name has had a positive effect on
the Company and demonstrates our dedication to an internet strategy that will
put our Company in touch with many more customers. The Board now has determined
that a more appropriate name for the Company for the long term is DocPlanet.com,
Inc. We feel that DocPlanet.com, Inc. more accurately reflects the fundamental
intention of the Company: to provide the best pharmaceutical and medical
office products and services to as many healthcare facilities as possible by
utilizing the Internet as our resource for national sales.
You are urged to vote your proxy even if you currently plan to attend the
Special Meeting. Please remember to sign and date the proxy card; otherwise, it
is invalid. Returning your proxy will not prevent you from voting in person but
will assure that your vote is counted if you are unable to attend the meeting.
Please return your proxy as soon as possible.
Sincerely,
/s/ Charles R. Drummond
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Charles R. Drummond
Chairman of the Board of Directors
<PAGE>
DOCSALES.COM, INC.
3000 W. WARNER AVENUE
SANTA ANA, CALIFORNIA 92704
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held October 19, 1999
To the Shareholders of docsales.com, inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of the shareholders (the
"Meeting") of docsales.com, inc. (the "Company") will be held at the Company's
offices at 3000 W. Warner Avenue, Santa Ana, California 92704, on Tuesday,
October 19, 1999 at 11:00 a.m. local time, for the following purposes:
(1) To consider a proposal to amend the Company's articles of incorporation
to change the Company name from docsales.com, inc. to
DocPlanet.com, Inc.
(2) To consider such other matters as may properly come before the Meeting
and at any and all postponements, continuations or adjournments
thereof.
All record holders of shares of the Company's no par value common stock at the
close of business on September 22, 1999, are entitled to notice of and to vote
at the Meeting or any postponements, continuations or adjournments thereof.
You are cordially invited and urged to attend the Meeting. All shareholders,
whether or not they expect to attend the Meeting in person, are requested to
complete, date and sign the enclosed form of Proxy and return it promptly in the
envelope provided for that purpose. By returning your Proxy promptly you can
help the Company avoid the expense of follow-up mailings to ensure a quorum so
that the Meeting can be held. Shareholders who attend the Meeting may revoke a
prior Proxy and vote their Proxy in person as set forth in the Proxy Statement.
THE ENCLOSED PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSED ITEMS.
By Order of the Board of Directors
/s/ Charles R. Drummond
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Charles R. Drummond
Chairman of the Board of Directors
Santa Ana, California
Dated: September 29, 1999
<PAGE>
docsales.com, inc.
3000 W. WARNER AVENUE
SANTA ANA, CALIFORNIA 92704
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PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 19, 1999
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INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of docsales.com, inc. (the "Company"), of
proxies to be voted at a Special Meeting of the shareholders ("Shareholders") of
the Company to be held at the Company's offices at 3000 W. Warner Avenue, Santa
Ana, California 92704, on Tuesday October 19, 1999, at 11:00 a.m. local time and
all postponements, continuations or adjournments thereof (collectively, the
"Meeting"). This Proxy Statement, the accompanying form of proxy (the "Proxy")
and the Notice of Special Meeting of Shareholders will be first mailed or given
to the Company's Shareholders on or about September 29, 1999.
All shares of the Company's no par value common stock (the "Shares")
represented by properly executed Proxies received in time for the Meeting will
be voted at the Meeting in accordance with the instructions marked thereon or
otherwise as provided therein, unless such Proxies have previously been revoked.
Unless instructions to the contrary are marked, or if no instructions are
specified, Shares represented by the Proxies will be voted for the proposals set
forth on the Proxy, and in the discretion of the persons named as proxies, on
such other matters as may properly come before the Meeting. Any Proxy may be
revoked at any time prior to the exercise thereof by submitting another Proxy
bearing a later date, by giving written notice of revocation to the Company at
the Company's address indicated above or by voting in person at the Meeting.
Any notice of revocation sent to the Company must include the Shareholder's name
and must be received prior to the Meeting to be effective.
VOTING SECURITIES
Only recordholders of Shares at the close of business on September 22, 1999
(the "Record Date"), will be entitled to receive notice of and to vote at the
Meeting. On the Record Date, there were 4,723,340 Shares outstanding, each of
which will be entitled to one vote on each matter properly submitted for vote to
the Shareholders at the Meeting. The presence, in person or by Proxy, of
holders of a majority of the outstanding Shares entitled to vote at the Meeting
constitutes a quorum for the transaction of business at the Meeting.
<PAGE>
Abstentions and broker non-votes are each included in the determination of
the number of Shares present and voting. Each is tabulated separately.
Abstentions are counted in the tabulations of the votes cast on the proposals
presented to Shareholders whereas broker non-votes are not counted for purposes
of determining whether a proposal has been approved. An automated system
administered by the Company's transfer agent tabulates the votes cast by Proxy.
Votes cast by proxy or in person at the Meeting will be counted by the persons
appointed by the Company to act as election inspectors for the Meeting.
PROPOSAL NO. 1
APPROVAL OF AN AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION TO CHANGE THE COMPANY'S NAME
TO DOCPLANET.COM, INC.
At the Company's recent annual meeting of the Shareholders held on July 7,
1999, the Shareholders approved an amendment to the Company's articles of
incorporation ("Articles") changing its name to docsales.com, inc., to reflect
the expanded presence of the Company on the internet. While the Board believes
that the name has had a positive effect on how the Company is being received by
the investing public, the Board believes that in the long term the Company will
be better served doing business under the name "DocPlanet.com, Inc."
The name DocPlanet.com, Inc. continues to demonstrate to the investing
public that the Company is committed to its current internet strategy to provide
the most efficient services to the greatest number of customers. The Board
feels that it is in the best interest of the Company amend its Articles to
change the name of the Company to DocPlanet.com, Inc.
REQUIRED VOTE
The affirmative vote of holders of a majority of the Shares entitled to
vote at the Meeting is required to approve the proposed amendment to the
Articles to effect the Company name change.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO APPROVE
THE AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE COMPANY'S
NAME TO DOCPLANET.COM, INC.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of outstanding shares of common stock as of August 31, 1999, by (i)
each person who is known by the Company to own beneficially more than five
percent of the outstanding shares of the Company's common stock, (ii) the
Company's directors, Chief Executive Officer and executive officers whose total
compensation exceeded $100,000 for the last fiscal year; and (iii) all directors
and executive officers of the Company as a group.
<PAGE>
<TABLE>
<CAPTION>
SHARES
NAME BENEFICIALLY OWNED(1) PERCENT OF CLASS
- ------------------------------------------------ --------------------- -----------------
<S> <C> <C>
Timothy E. Drummond 473,379 11.21%
623 Kihekah
Pawhuska, Oklahoma 74056
Charles R. Drummond 877,699 20.79%
3000 West Warner Avenue
Santa Ana, CA 92704
John H. Grant 72,376 1.71%
3000 West Warner Avenue
Santa Ana, CA 92704
Ladd A. Drummond 476,037 11.28%
623 Kihekah
Pawhuska, Oklahoma 74056
Arch G. Gothard, III 57,100(2) 1.35%
Box 5950
Breckenridge, CO 80424
All executive officers and directors as a group
(five persons) 1,956,591 46.34%
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<FN>
(1) Shares are considered beneficially owned, for purposes of this table, only if held
by the person indicated, or if such person, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise has or shares the power to vote, to
direct the voting of and/or to dispose of or to direct the disposition of, such security,
or if the person has the right to acquire beneficial ownership within 60 days, unless
otherwise indicated.
(2) Includes 6,250 shares held by the estate of Arch G. Gothard of which Mr. Gothard
is the executor, 187.5 shares held by Mr. Gothard's minor children and 1,562.5 shares held
by Mr. Gothard's wife.
</TABLE>
SOLICITATION OF PROXIES
This solicitation is being made by mail on behalf of the Board, but may
also be made without remuneration by officers or employees of the Company by
telephone, telegraph, facsimile transmission or personal interview. The expense
of the preparation, printing and mailing of the enclosed form of Proxy, Notice
of Special Meeting and Proxy Statement and any additional material relating to
the meeting which may be furnished to Shareholders by the Board subsequent to
the furnishing of this Proxy Statement has been or will be borne by the Company.
The Company will reimburse banks and brokers who hold Shares in their name or
custody, or in the name of nominees for others, for their out-of-pocket expenses
incurred in forwarding copies of the Proxy materials to those persons for whom
they hold such Shares. To obtain the necessary representation of Shareholders
at the Meeting, supplementary solicitations may be made by mail, telephone or
interview by officers of the Company or selected securities dealers. It is
anticipated that the cost of such supplementary solicitations, if any, will not
be material.
ANNUAL REPORT
The Annual Report of the Company for the 1998 fiscal year was mailed to
Shareholders in conjunction with the Company's Annual Meeting of Shareholders
held on July 7, 1999. THE COMPANY WILL, UPON WRITTEN REQUEST AND WITHOUT
CHARGE, PROVIDE TO ANY PERSON SOLICITED HEREUNDER A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-KSB FOR THE YEAR ENDED AUGUST 31, 1998, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. Requests should be addressed to the
Corporate Secretary, 3000 W. Warner Avenue, Santa Ana, California 92704.
<PAGE>
OTHER MATTERS
The Company is not aware of any business to be presented for consideration
at the Meeting other than the matters described above. If any other matters are
properly presented at the Meeting, it is the intention of the persons named in
the enclosed Proxy to vote in accordance with their best judgment.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS,
WHETHER OR NOT THEY EXPECT TO ATTEND THE MEETING IN PERSON, ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY BY
MAIL. NO ENVELOPE OR POSTAGE IS NECESSARY. BY RETURNING YOUR PROXY PROMPTLY
YOU CAN HELP THE COMPANY AVOID THE EXPENSE OF FOLLOW-UP MAILINGS AND ENSURE A
QUORUM SO THAT THE MEETING CAN BE HELD. SHAREHOLDERS WHO ATTEND THE MEETING MAY
REVOKE A PRIOR PROXY AND VOTE THEIR PROXY IN PERSON AS SET FORTH IN THIS PROXY
STATEMENT.
By Order of the Board of Directors
/s/ Charles R. Drummond
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Charles R. Drummond
Chairman of the Board of Directors
Santa Ana, California
September 29, 1999
<PAGE>
PROXY
DOCSALES.COM, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
DOCSALES.COM, INC.
The undersigned hereby appoints Charles R. Drummond and John H. Grant, or
either of them as proxy for the undersigned, with full power to appoint his
substitute, and hereby authorizes him to represent and to vote, as designated
below, all shares of the no par value common stock of docsales.com, inc. (the
"Company"), which the undersigned is entitled to vote at the Special Meeting of
the Shareholders of the Company to be held on October 19, 1999 (the "Meeting"),
or at any and all postponements, continuations or adjournments thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned Shareholder. If no direction is made, this proxy will
be voted FOR the proposal.
The Board of Directors recommends a vote FOR the following item.
Proposal to consider and vote upon an amendment to the Company's Articles of
Incorporation to effect a change in the Company's name to DocPlanet.com, Inc.
FOR |_| AGAINST |_| ABSTAIN |_|
|_| Mark here for address change and note below.
PLEASE READ INSTRUCTIONS ON THE REVERSE SIDE AND EXECUTE
<PAGE>
IMPORTANT: Before returning the Proxy, please sign your name or names on the
line(s) below exactly as shown hereon. Executors, administrators, trustees,
guardians or corporate officers should indicate their full titles when signing.
When shares are registered in the name of joint tenants or trustees, each joint
tenant or trustee should sign.
Dated___________________, 1999
__________________________________
Authorized Signature
__________________________________
Title
__________________________________
Authorized Signature
__________________________________
Title
Please mark boxes /X/ in ink. Sign, date and return this Proxy Card promptly
using the enclosed envelope.
Change of Address:
______________________________
______________________________
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