SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
PRELIMINARY
INFORMATIONAL 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
- -------------------------------- -------------------
(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
- ----------------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
None
<PAGE>
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 Board of Directors to set a ratio for the
reverse split (pro-rata reduction of outstanding shares) of
the issued and outstanding common shares of the Company, such
ratio not to exceed one new share of common stock for 300 each
shares of common stock now issued and outstanding, to be
determined by March 31, 1999.
2. To amend the Articles of Incorporation to change the name of
the Company to Progressive Telecommunications, Inc.
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.
/s/ Coke Reeves
------------------------------------
Colorado Gold & Silver, Inc.
Coke Reeves, President
<PAGE>
INFORMATION STATEMENT
COLORADO GOLD & SILVER, INC.
10200 W. 44th Ave. #400
Wheat Ridge, CO 80033
SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD
_____________, 1999
This Informational 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.
NO PROXIES ARE BEING SOLICITED BY THE BOARD OF DIRECTORS.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
EXPENSE OF MAILING
The expense of preparing and mailing of this Informational 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
Informational 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.
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 __________.
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.
RECORD DATE
Stock transfer records will remain open. ________________, shall be the
record date for determining shareholders entitled to vote and receive notice of
the meeting.
<PAGE>
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth information as of December 31, 1998,
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.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
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) 23.03%
President/Director
Common M.R. Reeves 5,000,000 (1) 7.78%
Secretary/Director
All Officers and 19,790,800 30.81%
Directors as a group
</TABLE>
(1) M. Coke Reeves and M.R. Reeves are husband and wife.
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 Act 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 Amendment to the Articles of Incorporation
to change the name and for reducing issued and outstanding shares through the
pro rata reverse split of the issued and outstanding shares.
DIRECTORS AND EXECUTIVE OFFICERS.
The directors and executive officers of the Company as of December 1998
are as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Period of
Service As An
Officer Or
Name Age Position(s) Director
- -------------------------------------------------------------------------------
M. Coke Reeves 80 President, Inception to
Treasurer, and Date
Director
M.R. Reeves 62 Secretary and Since
Director September 1984
</TABLE>
<PAGE>
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.R. Reeves has been Secretary of the Company since 1984. Mrs. Reeves
served as Secretary of Reeves of Texas, Inc., a company involved 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.
There is no family relationship between or among any of the officers
and directors, except that M.R. 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 December 31, 1997, (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 December 31, 1997, (1) to each of the Company's directors
<PAGE>
whose cash compensation exceeded $60,000.00 and (2) to all directors as a group
is set forth on the next page:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name of Individual Capacities
Number of Persons in Cash Stock
in Group Which Served Compensation Compensation
- ------------------- ----------------- ------------- --------------
M. Coke Reeves President 0 0
M.R. Reeves Secretary 0 0
________________ ______________ 0 0
All directors as a group 0 0
to December 31, 1998
</TABLE>
PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION AND
CHANGES IN CORPORATE CAPITALIZATION
I. CHANGE OF OUTSTANDING SHARES
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. The Board of Directors will be authorized to
determine the ratio for the reverse split (pro-rata reduction in outstanding
shares), such ratio not to exceed 1 new common stock share for every 300 shares
of common stock issued and outstanding in the hands of shareholders. The Board
of Directors shall be authorized to set such ratio in its discretion based upon
factors including but not limited to:
a) NASDAQ listing requirements
b) then current trading price of the shares
c) asset values of the Company
d) advice of investment banking community
The Board of Directors shall make such determination of reverse split
on or before March 31, 1999. 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
Management of the Company recommends the reverse split 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 64 million shares outstanding with no
net worth and no market capitalization. Acquisition candidate even if its assets
made it otherwise NASDAQ eligible, which would accept such a high share
capitalization, even if no more shares were issued. Further, it is highly
unlikely that the trading
<PAGE>
price of shares of a 64 million share capitalized company would ever meet the
NASDAQ trading price requirements.
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 3
f) Shareholders - (round lots) 300
g) Market History 1 Year
h) Corporate Governance -
Standards Yes
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.
II. CHANGE IN CORPORATE NAME
The Board is asking shareholders to authorize a name change of the
Corporation to Progressive Telecommunications, Inc. and to approve an amendment
to the Articles of Incorporation therefore. Management recommends the name
change to Progressive Telecommunications, Inc.
BOARD OF DIRECTORS AND OFFICERS
The three persons listed below are Officers and the members of the
Board of Directors, serving until the next annual meeting.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Michael B. Johnson, Independent Public Accountants, of Denver,
Colorado, have been engaged as the Certifying accountants for the period 1992
through fiscal year 1998.
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 or any special meeting, it must be received by the secretary of the
Company, at 10200 W. 44th Ave. #400, Wheat Ridge, CO 80033, not later than 90
days prior to the meeting, 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 March, 1999.
Dated: ___________________
By Order of the Board of Directors
/s/ Coke Reeves
By: ----------------------------------
Coke Reeves, President
