SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
AMENDED
PROXY STATEMENT
PURSUANT TO SECTION 14 OF
The Securities Exchange Act of 1934
COLORADO GOLD & SILVER, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-10065
CIK: 0000354699
Colorado 84-0820529
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
c/o 10200 W. 44th Ave., #400, Wheat Ridge, CO 80033
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(303) 422-7674
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COLORADO GOLD & SILVER, INC.
10200 W. 44th Ave. #400
Wheat Ridge, CO 80033
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD __________, 1999
Notice is hereby given that the Special Meeting of Shareholders of
Colorado Gold & Silver, Inc., (hereinafter referred to as "the Company") will be
held at 10200 W. 44th Avenue, #400, Wheat Ridge, Colorado, at 9:00 a.m., local
time,
for the following purposes:
1. To authorize the reverse split (pro-rata reduction of
outstanding shares) of the issued and outstanding common
shares of the Company, at the ratio of one new share of common
stock for 100 each shares of common stock now issued and
outstanding. No shareholder will be reduced below ten shares
of common stock.
2. To authorize the Directors to amend the Articles of
Incorporation as follows:
a) to change the name of the Company to a name to be
determined in the discretion of the Board of Directors
b) to amend the stated purpose of the corporation to: The
corporation shall be authorized to engage in any lawful
business in the State of Colorado and in the United States of
America
c) to amend the Articles regarding number of directors to: The
number of directors of the corporation shall be not less than
three nor more than nine, and the number shall be determined
by the Board of Directors from time to time by amendment to
the Bylaws of the corporation.
The Board of Directors has fixed the closing of business on
_____________, 1999, as the record date for the determination of shareholders
entitled to notice of and to vote at this meeting or any adjournment thereof.
The stock transfer books will not be closed.
All stockholders, whether or not they expect to attend the Meeting in
person, are requested to complete, date, sign, and return the enclosed form of
proxy in the accompanying postage-paid envelope. The proxy may be revoked by the
person executing the proxy by filing with the Secretary of the Company an
instrument of revocation or duly executed proxy bearing a later date, or by
electing to vote in person at the Meeting.
Dated: ----------------------------
--------------------- Colorado Gold & Silver, Inc.
M. Coke Reeves, President
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PROXY STATEMENT
COLORADO GOLD & SILVER, INC.
10200 W. 44th Ave. #400
Wheat Ridge, CO 80033
SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD
_____________, 1999
This Proxy Statement is being furnished to the shareholders of Colorado
Gold & Silver, Inc., a Colorado corporation, in connection with the Special
Meeting of Shareholders to be held at 9:00 a.m., MDT, ________________ at 10200
W. 44th Avenue, #400, Wheat Ridge, Colorado. The Informational Statement is
first being sent or given to shareholders on or about ___________, 1999.
PROXIES ARE BEING SOLICITED BY THE BOARD OF DIRECTORS.
EXPENSE OF MAILING
The expense of preparing and mailing of this Proxy Statement to
shareholders of the Company is being paid for by the Company. The Company is
also requesting brokers, custodians, nominees and fiduciaries to forward this
Proxy Statement to the beneficial owners of the shares of common stock of the
Company held of record by such persons. The Company will not reimburse such
persons for the cost of forwarding.
PROXIES
In voting their Common Stock, stockholders may vote in favor of or
against the proposal to approve the proposals on the agenda or may abstain from
voting. Stockholders should specify their choice on the accompanying proxy card.
All properly executed proxy cards delivered pursuant to this solicitation and
not revoked will be voted at the Meeting in accordance with the directions
given. If no specific instruction are given with regard to the matter to be
voted upon, then the shares represented by a signed proxy card will be voted
"FOR" the approval of the Amendment and in the discretion of such proxies to any
other procedural matters which may properly come before the Meeting or any
adjournments thereof. All proxies delivered pursuant to this solicitation are
revocable at any time before they are voted at the option of the persons
executing them by (i) giving written notice to the Secretary of the Company,
(ii) by delivering a later dated proxy card, or (iii) by voting in person at the
Meeting. All written notices of revocation and other communications with respect
to revocations of proxies should be addressed to M.R. Reeves, Secretary,
Colorado Gold & Silver, Inc., 10200 W. 44th Avenue, Suite 400, Wheat Ridge, CO
80033.
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HOLDERS OF COMMON STOCK ARE REQUIRED TO COMPLETE, DATE, AND SIGN THE
ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY TO THE COMPANY IN THE
ACCOMPANYING POSTAGE-PAID ENVELOPE.
In addition to the solicitation of proxies by mail, the Company,
through its directors, officers, and employees, may solicit proxies from
stockholders personally or by telephone or other forms of communication. The
Company will not reimburse anyone for reasonable out-of-pocket costs and
expenses incurred in the solicitation of proxies. The Company also will request
brokerage houses, nominees, fiduciaries, and other custodians to forward
soliciting materials to beneficial owners, and the Company will reimburse such
persons for their reasonable expenses incurred in doing so. All expenses
incurred in connection with the solicitation of proxies will be borne by the
Company.
INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON
None. No director or shareholder owning 10% or more of the outstanding
shares has indicated her or his intent to oppose any action to be taken at the
meeting. No officer or director or shareholder has any interest in any matter to
be voted upon.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP
As of the call date of the meeting, ___________, 1999, the total number
of common shares outstanding and entitled to vote was 100,000,000.
The holders of such shares are entitled to one vote for each share held
on the record date. There is no cumulative voting on any matter on the agenda of
this meeting. No additional shares will be issued subsequent to call date and
prior to meeting.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth information as of June 17, 1999, with
respect to the shares of common stock of the Company owned by (i) owners of more
than 5% of the outstanding shares of common stock, (ii) each director of the
Company, and (iii) all directors and officers of the Company as a group. Unless
otherwise indicated, all shares are held by the person named and are subject to
sole voting and investment are by such person.
Common
Stock
Title Name and Amount and Percent
of Address of Nature of of
Class Beneficial Owner Beneficial Interest Class
- ------ ------------------ ------------------- --------
Common M. Coke Reeves 14,790,800 (1) 14.8%
President/Director
Common M.R. Reeves 5,000,000 (1) 5%
Secretary/Director
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Common Reginald T. Green 4,900,000 4.9%
Director
Common Robert E. Clautice 4,900,000 4.9%
(Director appointee)
All Officers and 29,590,800 29.6%
Directors as a group
(1) M. Coke Reeves and M.Rose Reeves are husband and wife.
RECORD DATE
Stock transfer records will remain open. Five days prior to mailing of
the Information Statement shall be the record date for determining shareholders
entitled to vote and receive notice of the meeting.
VOTING REQUIRED FOR APPROVAL
I. A majority of the shares of common stock outstanding at the record
date must be represented at the Special Meeting in person or by proxy in order
for a quorum to be present, but if a quorum should not be present, the meeting
may be adjourned without further notice to shareholders, until a quorum is
assembled. Each shareholder will be entitled to cast one vote at the Special
Meeting for each share of common stock registered in such shareholder's name at
the record date.
II. The Colorado Corporation Code and the Articles of Incorporation
require that a quorum be present and a majority of the outstanding shares
present vote in favor of the proposed Amendments to the Articles of
Incorporation a) to change the name, b) to amend the stated purpose of the
corporation, and (c) to amend the number of directors to allow up to nine
directors, and d) a majority of the outstanding shares vote in favor the
proposal in favor of reducing issued and outstanding shares through the pro rata
reverse split of the issued and outstanding shares.
BOARD OF DIRECTORS AND OFFICERS
The four persons listed below are Officers and the members of the
Board of Directors, serving until the next annual meeting, except that the
appointment of Robert E. Clautice as a director shall only be effective upon
approval of the increased number of directors in the shareholders meeting.
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DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company as of June 17, 1999
are as follows:
Period of
Service As An
Officer Or
Name Age Position(s) Director
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M. Coke Reeves 80 President, Inception to
Treasurer, and Date
Director
M. Rose Reeves 62 Secretary and Since
Director September 1984
Reginald Troy Green 45 Director -
Robert E. Clautice 69 (Director -
Appointee)
The directors of the Company hold office until the next annual meeting
of the shareholders and until their successors have been duly elected and
qualified. The officers of the Company are elected at the annual meeting of the
Board of Directors and hold office until their successors are chosen and
qualified or until their death, resignation, or removal. The Company presently
has no executive committee or audit committee.
The principle occupations of each director and office of the Company
for at least the past five years are as follows:
M. Coke Reeves has been employed on a full-time basis with the Company
as its President since inception in March 1980. Prior to that time, Mr.
Reeves had been in the mining and home-building business as Reeves of
Texas, Inc. from 1973 to 1980. He has mined tungsten in Nevada as
Reeves Mining, Inc. He was involved in the operation of the Gold Bond
Mine in Cripple Creek, Colorado through Reeves Minerals, Inc. from 1973
to 1980. He was president and a director and the sole shareholder of
the foregoing companies, all of which were sold or discontinued by Mr.
Reeves in 1980. He was the president and founder of Bentex
Pharmaceutical Company from 1950 to 1971, which was subsequently sold
to ICN Pharmaceuticals, Inc. He resigned as vice-president of ICN
Pharmaceuticals in 1973. prior thereto, he was involved in various
businesses associated with coal mining and marketing. Mr. Reeves
received a B.A. degree from Westminster College, Fulton, Missouri in
1933.
M. Rose Reeves has been Secretary of the Company since 1984. Mrs.
Reeves served as Secretary of Reeves of Texas, Inc., a company involved
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in the mining and home-building business from 1973 to 1980. From 1960
to 1970, she was employed by Bentex Pharmaceutical Company as a buyer
and in charge of its direct mail department.
Reginald T. Green has been co-owner and operator of Green's B&R
Enterprises, a wholesale donut baker, since 1983. He has been an active
investor in small capital and high tech ventures since 1987. He is a
director of Kimbell deCar Corporation since November 1998 and is a
Director of Dynadapt System, Inc.
Robert E. Clautice (appointee) has been an independent consultant from
1992 to present in computer related matters. Mr. Clautice has a B.S. in
Physics (1961) from the University of Maryland and has studied for and
completed the requirements of a Master of Science from the University
of Colorado and anticipates graduation in the next quarter. Mr.
Clautice has substantial programming and data recording experience. Mr.
Clautice has been an adjunct professor at Red Rocks Community College
and Arapahoe Community College from 1994 to present, teaching Computer
Science and Programming classes.
There is no family relationship between or among any of the officers and
directors, except that M. Rose Reeves is the wife of M. Coke Reeves.
REMUNERATION AND OTHER TRANSACTIONS WITH MANAGEMENT
(a) Cash Compensation.
Compensation paid by the Company for all services provided during the
fiscal year ended March 31, 1999, (1) to each of the Company's two most highly
compensated executive officers whose cash compensation exceeded $60,000.00 and
(2) to all officers as a group is set forth below under directors. None.
(b) Compensation Pursuant to Plans. None.
(c) Other Compensation. None.
(d) Compensation of Directors. None.
Compensation paid by the Company for all services provided during the
period ended March 31, 1999, (1) to each of the Company's directors whose cash
compensation exceeded $60,000.00 and (2) to all directors as a group is set
forth on the next page:
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Name of Individual Capacities
Number of Persons in Cash Stock
in Group Which Served Compensation Compensation
- ------------------ ------------ ------------ ------------
M. Coke Reeves President 0 0
& Director
M.R. Reeves Secretary 0 0
& Director
Reginald Troy Green Director 0 0
Robert E. Clautice (Director 0 0
appointee)
________________ ______________ 0 0
All directors as a group 0 0
to March 31, 1999
PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION AND
CHANGES IN CORPORATE CAPITALIZATION
I. CHANGE OF OUTSTANDING SHARES
PROPOSED REVERSE STOCK SPLIT
The Board of Directors of the Company recommends a pro rata reverse
split of the issued and outstanding shares of common stock and is asking
stockholders to authorize a reverse split of the Company's issued and
outstanding common shares, (pro-rata reduction in outstanding shares), such
ratio to be one new common stock share for every 100 shares of common stock
issued and outstanding in the hands of shareholders. No shareholder will be
reduced to less than 10 shares of stock.
The effective date of the reverse split shall be 20 days after date of
shareholders meeting. The Board believes that such reverse split of the
Company's capital shares will lend itself better to the Company's organization
and capitalization and allow it to make capital placements.
Management Discussion of the Proposal
General
The Company proposes to effect a recapitalization through the adoption
of the reverse stock split. If the reverse split is approved by the
stockholders, each two hundred shares of common stock outstanding on the
Effective Date will be converted automatically into one share of new common
stock, and the number of outstanding shares of common stock will be reduced from
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100 million to 1,000,000 plus an estimated number of shares (9,000) to those
shareholders whose shares are being rounded up to ten shares. To avoid the
existence of fractional shares of new common stock, shareholders who would
otherwise be entitled to receive fractional shares of new common stock shall
receive whole shares rounded up to the whole share. No shareholder will be
reversed to less than 10 shares. No cash payments will be made in lieu of shares
or fractions. The effective date of the reverse stock split will be 10 days
following the date of the meeting.
Background and Reasons for the Reverse Stock Split
On April 23, 1999, the Board of Directors adopted resolutions approving the
reverse split, calling the meeting, and directing that the reverse split be
placed on the agenda for the consideration of the stockholders of the meeting.
The Board of Directors believes that the recent per share price of the common
stock has had a negative effect on the marketability of the existing shares, the
amount and percentage of transaction costs paid by individual stockholders, and
the potential ability of the Company to raise capital by issuing new shares. The
Company believes there are several reasons for these effects, as summarized
below.
Most brokerage houses do not permit lower-priced stocks to be used as collateral
for margin accounts or to be purchased on margin. Further, the Board of
Directors believes that the current per share price of the common stock may
limit the effective marketability of the common stock because of the reluctance
of many brokerage firms and institutional investors to recommend lower-priced
stocks to their clients or to hold them in their own portfolios. Certain
policies and practices of the securities industry may tend to discourage
individual brokers within those firms from dealing in lower-priced stocks. Some
of those policies and practices involve time consuming procedures that make the
handling of lower priced stock economically unattractive. The brokerage
commission on the purchase or sale of a lower priced stock may also represent a
higher percentage of the price than the brokerage commission on a higher priced
issue.
As a general rule, potential investors who might consider making investments in
the Company stock will refuse to do so when the Company has such a large number
of shares issued and outstanding with no equity. In other words, the "dilution"
which new investors would suffer would discourage them from investing in the
Company. A reduction in the total outstanding shares may, without any assurance,
make the Company capitalization picture somewhat more attractive.
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The Board of Directors is optimistic that the decrease in the number of share of
common stock outstanding as a consequence of the proposed reverse stock split
and the potential for a resulting increased price level will encourage greater
interest in the common stock by the financial community and the investment
public in conjunction with a new business focus.
Management of the Company also believes that the proposed reverse split
will make the Company better able to comply with NASDAQ's ever changing listing
requirements by reducing the outstanding shares in the Company. The Company
currently has 100 million shares outstanding with no net worth and no market
capitalization. It is highly unlikely that even if the Company's assets made it
otherwise NASDAQ eligible, that the trading price of shares of a 100 million
share capitalized company would ever meet the NASDAQ trading price requirements
even if a successful business were built or acquired. As a OTCBB stock, the
Company is at a major disadvantage to NASDAQ or Exchange listed companies to
raise capital, or expand, or acquire business if such were found.
Current NASDAQ "Small Cap" listing requirements are:
a) Net Tangible Assets $ 4,000,000
---
or
Market Capitalization $ 50,000,000
or
Net Income $ 750,000
(in latest fiscal year or
2 of last 3 fiscal years)
b) Public Float (shares) 1,000,000
c) Market Value of Public $ 5,000,000
d) Minimum Bid Price $ 4.00
e) Market Makers (minimum) 3
f) Shareholders - (round lots) 300
g) Market History 1 Year
h) Corporate Governance -
Standards Yes
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At the current date, the Company would only meet the NASDAQ criterion
of 300 shareholders and no other NASDAQ criteria.
Once the reverse split has occurred, the Company will then be better
structured to seek equity financing, because investors shy away from the very
high dilution which would occur if an investment were made in the current
structure.
TABLE SHOWING EFFECT OF REVERSE SPLIT ONE FOR 100
Shares Pre-Reverse Post Reverse shares
- -------------------------------------------------------------------------------
100 10
200 10
300 10
400 10
500 10
600 10
700 10
800 10
900 10
1000 10
up to 1000 shares 10
There can be no assurances, however, that any effect of the price of the stock
will occur or that the market price of the Company's common stock immediately
after implementation of the proposed reverse stock split will rise, and if it
rises, no assurance that such rise can be maintained for any period of time, or
that such market price will approximate two hundred times the market price
before the proposed reverse stock split.
Dissenting stockholders have no appraisal rights under Colorado law or under the
Company's Certificate and Bylaws in connection with the reverse stock split.
The Company's common stock is traded on the OTC Bulletin Board under the trading
symbol CGSV. The following table sets forth the quarterly high and low closing
sale prices per share for the common stock as reported by OTC BB for the
Company's past two fiscal years.
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Fiscal Quarter Ended High Low
- -------------------- ---- ---
June 30, 1998 .001 .000
September 30, 1998 .001 .000
December 31, 1998 .001 .000
March 31, 1999 .001 .000
June 30, 1997 .001 .000
September 30, 1997 .001 .000
December 31, 1997 .001 .000
March 31, 1998 .001 .000
For the reasons stated above, the Board of Directors unanimously recommends that
all stock holders vote FOR the approval of the reverse split.
The reverse stock split may be abandoned by the Board of Directors pursuant to
the Colorado Business Corporation Act at any time before, during, or after the
meeting giving effect to the reverse stock split, if for any reason, the Board
of Directors deems it advisable to do so.
Effects of the Reverse Stock Split
General Effects. If the Amendment is approved by the stockholders, the
principal effect of the reverse stock split will be to decrease the number of
outstanding shares from 100 million shares to approximately 1,000,000 shares,
based on share information as of June 17, 1999, after adjustment for the
provision not to reverse any shareholder to less than 10 shares. It will not
change the number of authorized common shares.
In order that the Company may avoid the expense and inconvenience of
issuing and transferring fractional shares of new common stock, stockholders who
would otherwise be entitled to receive a fractional share of new common stock
shall receive shares rounded to the next whole share.
The reverse stock split may leave certain stockholders with one or more
"odd-lots" of new common stock, i.e. stock in amounts of less than 100 shares.
These odd-lots may be more difficult to sell or require greater transaction cost
per share to sell, than shares in even multiples of 100.
The reverse stock split will not have the effect of taking the Company private,
the Company will retain over 300 shareholders who hold more than 100 shares
each.
Effect on Market for Common Stock. On June 16, 1999, the closing sale price of
the common stock on OTCBB was $.06 per share. By decreasing the number of shares
of common stock outstanding, without altering the aggregate economic interest in
the Company represented by such shares, the Board of Directors believes that
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the trading price will be increased to a price more appropriate for an exchange
listed security; however, there can be no assurance that this will occur. The
new common stock will continue to be traded on OTCBB under a new symbol to be
assigned by NASD Market Integrity, Inc.
Effect on Outstanding Options, Warrants, and Convertible Securities of the
Company. As of June 17, 1999, the Company had no outstanding options and
warrants to purchase shares of common stock.
Changes in Stockholders' Equity. The Company's stated capital, which consists of
the par value per share of common stock multiplied by the number of shares of
common stock issued, will not be affected because the stock has no par value.
II. AMENDMENTS TO ARTICLES OF INCORPORATION
A. Corporate Name. The Board is asking shareholders to authorize a name
change of the corporation to a name to be determined by the Board and to approve
an amendment to the Articles of Incorporation therefore.
B. Stated Purpose. To amend the stated purpose of the corporation to:
The corporation shall be authorized to engage in any lawful business in the
State of Colorado and in the United States of America
C. to amend the Articles regarding number of directors to: The number
of directors of the corporation shall be not less than three nor more than nine,
and the number shall be determined by the Board of Directors from time to time
by amendment to the Bylaws of the corporation.
Management recommends the amendments to the Articles of Incorporation
be approved.
BACKGROUND AND REASONS FOR AMENDMENTS TO ARTICLES OF
INCORPORATION REGARDING CORPORATE PURPOSE AND NUMBER OF DIRECTORS
The Company was originally incorporated in 1983. Since that time, the
Colorado Business Corporation Act has been substantially modified to allow more
modern corporate governance provisions in Articles of Incorporation for
corporations. Such provisions typically allow a corporate purpose of any
business lawful to be transacted in the state. Further, the current Colorado
Business Corporation Act allows the number of directors of the corporation to be
set by the Board through amendments to the Bylaws.
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The Company has requested that the shareholders approve amendments to
the Articles of Incorporation to allow:
a. name change to be determined by the Board of Directors,
b. the business purpose of the corporation to engage in
any lawful business, and
c. to amend the Articles to allow not less than three directors, nor
more than nine directors, the number of directors to be determined by the Board
from time to time by amendment to the Bylaws of the Corporation.
The Company believes these changes to be in the best interest of the
shareholders, because the expanded business purpose of the Company will allow it
to seek other business opportunities outside of minerals and mining, which have
suffered a prolonged financial recession. Further, the allowance of an expanded
Board of Directors will provide the Company with the ability to bring in
additional directors who may have business experience and contacts which could
be helpful to the Company in its efforts to acquire or build a business in a
different business area than mining.
The Board will be granted authority to change the name of the Company
so that it no longer suggest minerals business at the Board's discretion.
INDEPENDENT PUBLIC ACCOUNTANTS
Michael B. Johnson, Independent Public Accountants, of Denver,
Colorado, have been engaged as the Certifying accountants for the fiscal year
ended March 31, 1999.
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matter appropriate for
shareholder action consistent with regulations of the Securities and Exchange
Commission. Should a shareholder intend to present a proposal at next year's
annual meeting, it must be received by the secretary of the Company at 10200 W.
44th Ave. #400, Wheat Ridge, CO 80033, not later than 30 days prior to fiscal
year end (or February 28), in order to be included in the Company's proxy
statement and form of proxy relating to that meeting. It is anticipated that the
next annual meeting will be held in July, 2000.
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Dated: ___________________
By Order of the Board of Directors
By:________________________________
M. Coke Reeves, President
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