CALDERA CORPORATION
A Florida Corporation
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND
RULE 14f-1 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY'S SHAREHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO PROXIES ARE BEING SOLICITED AND
YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
This Information Statement, which is being mailed on or about November
25, 1998, to the holders of shares of the Common Stock, par value $0.0025 per
share (the "Common Stock"), of Caldera Corporation, a Florida corporation (the
"Company"), is being furnished in connection with the appointment on November
18, 1998, of three persons (the "Designees") to the Board of Directors of the
Company (the "Board"), to be effective on the tenth day after the filing of
this Information Statement with the Securities and Exchange Commission and the
mailing of such Information Statement to all holders of record of the
Company's Common Stock at the close of business on November 24, 1998. On such
tenth day, Richard Cook, currently the sole director of the Company, will
resign from the Board. Prior to such resignation, Mr. Cook will appoint Radd
C. Berrett and Richard A. Ford, who in turn will appoint Jeanie Hildebrand to
the Board.
On September 30, 1998, Radd C. Berrett acquired 67,787 shares of Common
Stock for $75,000, and a control group, consisting of eleven persons,
represented by Richard A. Ford (the "Ford Group") acquired a combined total of
67,787 shares of Common Stock for $75,000. The funds used to purchase the
shares were the personal funds of Mr. Berrett and the personal funds of each
member of the Ford Group. The shares were purchased in a private transaction
through Richard R. Cook, a director of the Company, from current directors of
the Company and eight other shareholders. The shares acquired by Mr. Berrett
and the Ford Group each represent 40.77% of the outstanding shares of common
stock of the Company and combined represent 81.55% of the voting control of
the Company. On October 26, 1998, Mr. Berrett was appointed as President and
Chief Executive Officer of the Company and Mr. Ford was appointed as
Secretary, Treasurer, CFO, and Principal Accounting Officer of the Company.
Prior to such date James Allen Thumser and Donald S. Thayer resigned as
officers and directors of the Company, and Richard R. Cook was the sole
remaining director. Thus the parties have acquired control of the Company by
virtue of their voting control of the Company and appointment to management.
Although Mr. Berrett and the Ford Group have denied that combined they
constitute a group, Mr. Berrett and Mr. Ford have agreed to serve as officers
of the Company and to stand for appointment as directors. Mr. Cook, the sole
director has appointed Mr. Berrett and Mr. Ford as directors of the Company,
subject to the requirements of this notice.
No action is required by the shareholders of the Company in connection
with the appointment of the Designees to the Board. However, Section 14(f) of
the Securities Exchange Act of 1934, as amended, and Rule 14f-1 promulgated
thereunder, require the mailing to the Company's shareholders of the
information set forth in this Information Statement at least 10 days prior to
the date a change in a majority of the Company's directors (otherwise than at
a meeting of the Company's shareholders) occurs.
The information contained in this Information Statement concerning the
Designees has been furnished to the Company by such persons and the Company
assumes no responsibility for the accuracy or completeness of such
information. The principal executive offices of the Company are located at
3156 East Old Mill Circle, Suite 100, Salt Lake City, Utah 84121.
VOTING SECURITIES
General
As of November 18, 1998, the issued and outstanding securities of the
Company entitled to vote consisted of 166,251 shares of Common Stock. Each
outstanding share of Common Stock is entitled to one vote.
Change in Control
As described above, as part of the transaction in which Mr. Berrett and
the Ford Group purchased 135,574 shares of Common Stock of the Company, the
Company's current Board agreed, subject to compliance with applicable Federal
securities laws, to take such action as is necessary to enable Mr. Berrett and
the Ford Group to appoint the Designees to the Board. Mr. Berrett and Mr.
Ford, the representative of the Ford Group, designated themselves and Ms.
Hildebrand to become the new directors of the Company.
Principal Shareholders
The following table sets forth certain information furnished by current
management and the Designees concerning the ownership of common stock of the
Company as of October 27, 1998, of (i) each person who is known to the Company
to be the beneficial owner of more than 5 percent of the Common Stock; (ii)
all directors, executive officers, and Designees; and (iii) directors and
executive officers of the Company as a group:
Amount and Nature
Name and Address of Beneficial
of Beneficial Owner Ownership(1) Percent of Class
Richard R. Cook -0-
2253 River Ridge Rd.
DeLand, FL 32720
Radd C. Berrett 67,787(2) 40.77%
3156 East Old Mill Cir.
Salt Lake City, UT 84121
Richard A. Ford 67,787(3) 40.77%
10584 S. 700 E. Suite 228
Sandy, UT 84070
Executive Officers and Directors
as a Group (3 Persons) 135,574(2)(3)(5) 81.55%
Jeanie Hildebrand 6,756(4) 4.06%
3187 South Higbee Cir.
West Valley, UT 84119
The Ford Group(5) 67,787(5) 40.77%
10584 S. 700 E. Suite 228
Sandy, UT 84070
Frank E. & Susan Freeman 10,000 6.02%
4250 N. Michigan Ave.
Miami Beach, FL 33139
Eugene G. Harris 10,000 6.02%
5885 NW 18th St.
Miami, FL 33152
(1)Unless otherwise indicated, , this column reflects amounts as to which
the beneficial owner has sole voting power and sole investment power.
(2)Mr. Berrett has agreed to vote his shares with the Ford Group to vote
for the Designees as directors of the Company until a new business venture is
located for the Company.
(3)Of these shares, Mr. Ford owns directly 6,071 shares. Mr. Ford is a
member of, and the representative for, the Ford Group and is therefore deemed
to share voting control of these shares with such group.
(4)Ms. Hildebrand is a member of the Ford Group and is therefore deemed
to share voting control of these shares with such group.
(5)This group is represented by Richard A. Ford, , an executive officer
of the Company and one of the Designees, and consists of the following persons
who own directly the number of shares indicated: Richard A. Ford (6,071
shares); Development Investors, a Nevada corporation controlled by Gary Harden
(6,756 shares); Carmen Williams (6,756 shares); Jeannie Hildebrand, one of the
Designees (6,756 shares); Edward Hall, Jr. (3,834 shares); Mary Ross (3,834
shares); Terra Equity, a Nassau, Bahamas corporation controlled by Martin
Trembly (6,756 shares); Lana Hall (6,756 shares); Billie Suter (6,756 shares);
Jones and Johnson, a Wyoming corporation controlled by Wayne Jones (6756
shares); and Asset Transfer, a Utah limited liability company controlled by
Boyd Mackay (6,756 shares). Each of the members of the group is deemed to
share voting control of the shares with the other members of the group. The
group has agreed to vote their shares, together with the shares owned by Mr.
Berrett, for the Designees as directors until such time as a new business
venture is located for the Company. The members of the Ford Group acted
together in acquiring the shares beneficially owned by the group, but have no
arrangement or understanding pertaining to the disposition of such shares.
INFORMATION REGARDING THE DESIGNEES,
DIRECTORS AND EXECUTIVE OFFICERS
Directors, Executive Officers and Designees
The following table sets forth certain information regarding the
Designees and the current directors and executive officers of the Company.
The current sole director will not continue to serve as a director of the
Company after the appointment of the Designees:
Name Age Position(s) with the Company
Radd C. Berrett 34 President & CEO
Richard A. Ford 43 Secretary, Treasurer,
CFO, and Principal
Accounting Officer
Jeanie Hildebrand 45 None
Richard R. Cook 53 Director
On the tenth day after the filing of this Information Statement with the
Securities and Exchange Commission and the mailing of such Information
Statement to all holders of record of the Company's Common Stock, Richard R.
Cook, currently the sole director of the Company, will appoint Radd C. Berrett
and Richard A. Ford, two of the Designees, to fill the vacancies created by
the resignations of James Allen Thumser and Donald S. Thayer who recently
resigned as directors. Mr. Cook will then resign from the Board. Immediately
following Mr. Cook's resignation, Messrs. Berrett and Ford will appoint Jeanie
Hildebrand, one of the Designees, to the Board to fill the vacancy created by
the resignation of Mr. Cook. Each person so appointed shall serve as a
director of the Company until the next Annual Meeting of Shareholders or until
his successor is elected and qualified. Any officer elected or appointed by a
majority vote of the Board may be removed by a majority vote of the Board
whenever in its judgment the best interests of the Company will be served
thereby. No director receives any compensation from the Company for services
as a director.
There are no family relationships among any of the Designees or the
directors or executive officers of the Company.
The following information is furnished for each of the executive officers
and directors of the Company and for the Designees:
RADD C. BERRETT has served as the President and Chief Executive Officer
of the Company since October 1998. Since June 1994 he has been employed by
H.M.E as manager of operations. H.M.E. is a Utah corporation in the business
of marketing and public relations. From September 1993 to September 1996 he
was employed by a subsidiary of Freecom, a Utah corporation engaged in
marketing liquidated merchandise.
RICHARD A. FORD has served as the Secretary, Treasurer, CFO, and
Principal Accounting Officer of the Company since October 1998. Since January
1998 he has been an independent insurance agent offering senior care
insurance. From 1992 to 1997 Mr. Ford was employed by Honda of Kirkland, a
Honda dealership, as the service manager.
JEANIE HILDEBRAND has, since 1993, been employed by Control Technology,
Inc., an electrical equipment distributor, as a customer service
representative and department manager.
RICHARD R. COOK, has served as a director of the Company since 1995, and
served as corporate counsel to the Company from December 1994 to 1998. From
1988 to the present Mr. Cook has been counsel and a director for Au
International, Inc. He has raised money for Au and devoted a substantial
amount of his time to the operation of Au. During this time period he has
also been actively involved as a consultant and fund raiser with The Great
Alaska-Yukon Mining and Trading Company, Inc., a closely held company
attempting to develop an entertainment complex in Orlando, Florida, based upon
an Alaskan theme. Mr. Cook is licensed to practice law in the State of
Florida, and is engaged in the part-time practice of law. His practice is
devoted mainly to wills, trusts, and corporations. He holds A.B. degree in
psychology form Indiana University, Bloomington, Indiana. He holds J.D.
degree in law from Indiana University, Bloomington, Indiana.
The Company has been inactive since 1997. It is the intention of the
Designees to seek a new business venture for the Company. It is anticipated
that the acquisition of such new business venture will result in a change of
control of the Company, possibly through the issuance of a controlling number
of shares of Common Stock, a change of management, or otherwise.
Certain Relationships and Related Transactions
During the year ended December 31, 1997, certain former officers and
directors of the Company, and Mr. Cook, a present director of the Company,
maintained a close relationship with Au International, Inc. ("Au"), a chapter
S corporation organized in 1990. Au is the owner of certain mining claims on
approximately 43,000 acres of land in the State of Alaska, of which 7,320 had
been optioned to the Company. Mr. Cook owns approximately 4.75 % of the
outstanding stock of Au and is a director and corporate counsel to the
company. The Company no longer holds any option to such mining claims and has
no relationship to or interest in Au.
Section 16(a) Beneficial Ownership Reporting Compliance
For the fiscal year ended December 31,1997, the following persons, who
were directors, officers, or beneficial owners of more than 10% of the Common
Stock during such fiscal year, and who failed to file on a timely basis
reports required by Section 16(a) of the Securities Exchange Act of 1934
during such fiscal year or any prior fiscal year:
Number ofNumber of
NamePositionLate ReportsUnreported Transactions
Richard R. CookDirector & OfficerTwo (Form 3 & 5)One
Donald S. ThayerDirector & OfficerTwo (Form 3 & 5)One
James A. ThumserDirector & OfficerTwo (Form 3 & 5)One
None of the above-referenced Form 3s or 5s has been filed.
Certain Information About the Board of Directors
The Company has no standing audit, nominating or compensation committees
of the Board, or committees performing similar functions. During the fiscal
year ended December 31,1997, the Board held one meeting.
Executive Compensation
There has been no compensation awarded to, earned by, or paid to any of
the executive officers of the Company during the years ended December 31, 1997
or 1996.
