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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
MICRO GENERAL CORPORATION
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(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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:
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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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MICRO GENERAL CORPORATION
2510 NORTH REDHILL AVENUE
SANTA ANA, CALIFORNIA 92705
To the Stockholders of Micro General Corporation:
Micro General Corporation, a Delaware corporation, (the "Company") is
amending its Certificate of Incorporation to increase the number of shares of
the Company's Common Stock from 10,000,000 shares to 20,000,000 shares (the
"Amendment").
Fidelity National Financial, Inc., which holds 5,331,216 shares of the
Company's Common Stock (representing approximately 67.4% of the issued and
outstanding shares), has consented in writing to the Amendment. Accordingly, the
required stockholder approval of the Amendment has been obtained and the Company
is not soliciting any further votes or written consents from stockholders with
respect to the Amendment.
This letter and the accompanying Information Statement are being provided
to comply with requirements of the Securities and Exchange Commission and will
serve as notice pursuant to Section 228 of the Delaware General Corporation Law
of the taking of the above corporate actions without a meeting by less than
unanimous written consent.
By Order of the Board of Directors,
/s/ M'LISS JONES KANE
--------------------------------------
M'Liss Jones Kane
Secretary
Tustin, California
January 15, 1999
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE ATTACHED MATERIAL IS BEING SENT TO YOU FOR INFORMATION PURPOSES ONLY.
<PAGE> 3
MICRO GENERAL CORPORATION
2510 NORTH REDHILL AVENUE
SANTA ANA, CALIFORNIA 92705
------------------------
INFORMATION STATEMENT
This Information Statement is being furnished by Micro General Corporation,
a Delaware corporation (the "Company" or "Micro General"), to the holders of the
Company's Common Stock, $.05 par value (the "Common Stock"), in connection with
an amendment to the Company's Certificate of Incorporation to increase the
authorized number of shares of Common Stock from 10,000,000 to 20,000,000 (the
"Amendment"). The Amendment was approved by the Company's Board of Directors on
November 19, 1998.
Fidelity National Financial, Inc. ("Fidelity") has approved the Amendment.
Fidelity holds shares of Common Stock representing approximately 67.4% of the
Company's issued and outstanding shares. Accordingly, all corporate actions
necessary to approve and adopt the Amendment have been taken, and no further
votes, proxies or consents of the Company's stockholders are required or will be
solicited in order to complete the Amendment. Pursuant to regulations under the
Securities Exchange Act of 1934 (the "Exchange Act"), the Amendment will not
become effective prior to February 8, 1999.
The Company has asked brokers and other custodians as well as fiduciaries
to forward this Information Statement to the beneficial owners of the Common
Stock held of record by such persons and will reimburse such persons for
out-of-pocket expenses incurred in forwarding such materials.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
The record date (the "Record Date") for the determination of stockholders
entitled to vote with respect to the Amendment is November 19, 1998 which was
the date on which Fidelity approved the Amendment. All holders of the Common
Stock of record at the close of business on November 19, 1998 will receive this
Information Statement. This Information Statement is first being mailed to the
Company's stockholders on or about January 15, 1999.
VOTING SECURITIES
As of the Record Date, 7,910,452 shares of Common Stock were issued and
outstanding. Holders of Common Stock are entitled to one vote per share on all
matters to be voted on by stockholders of the Company.
VOTE REQUIRED
The vote or written consent of the holders of a majority of the outstanding
shares of Common Stock was necessary to approve the Amendment. As discussed
above, the Company has obtained a written consent from Fidelity for the
Amendment. As of the Record Date, Fidelity owned 5,331,216 shares of Common
Stock, representing approximately 67.4% of the outstanding shares of Common
Stock. Accordingly, the stockholder approval required to complete the Amendment
has been obtained. The Board of Directors does not intend to solicit any proxies
or consents from any other stockholder in connection with this action.
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BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth the beneficial ownership, as of the Record
Date, of the Common Stock held by each of the Company's directors, by certain
executive officers, by all directors and executive officers as a group and by
all persons known by the Company to be the beneficial owners of more than 5% of
the Company's Common Stock. The information as to beneficial stock ownership is
based on data furnished by the persons concerning whom such information is
given.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
------------------------------------
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF TOTAL
---------------- ---------------- ----------------
<S> <C> <C>
Fidelity National Financial, Inc............................ 8,701,862(1) 77.1%
17911 Von Karman Avenue., #300
Irvine, CA 92714
Richard H. Pickup........................................... 1,782,559(2) 19.4%
Wedbush Morgan Securities
610 Newport Center Drive, #1300
Newport Beach, CA 92660
William P. Foley, II........................................ 213,333(3) 2.6%
Patrick F. Stone............................................ 200,000(3) 2.5%
Thomas E. Pistilli.......................................... 77,000(4) *
S. Bruce Crair.............................................. 66,667(3) *
Carl A. Strunk.............................................. 30,000(3) *
George E. Olenik............................................ 20,000(3) *
John Snedegar............................................... 523,333(5) 6.2%
Mark Atlaway................................................ 25,000(3) *
Brooks Corbin............................................... 10,000(3) *
Ernest Ellis................................................ 18,750(3) *
Anthony Park................................................ 0 --
Jeff Sanderson.............................................. 25,000(3) *
M'Liss Jones Kane........................................... 0 --
All Officers and Directors as a Group (14 Persons).......... 2,991,642(6) 28.7%
</TABLE>
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* Represents less than 1%.
(1) Includes 3,358,146 shares issuable upon conversion of convertible debt held
by a subsidiary of Fidelity and 12,500 shares issuable upon the exercise of
warrants to purchase Common Stock.
(2) Includes an aggregate of 494,600 shares held of record by entities with
which Mr. Pickup is affiliated and an aggregate of 1,287,959 shares issuable
upon the exercise or conversion of options and warrants to purchase Common
Stock and convertible securities.
(3) Issuable pursuant to exercisable stock options.
(4) Includes 73,666 shares issuable pursuant to exercisable stock options.
(5) Issuable pursuant to exercisable stock options, warrants and convertible
securities.
(6) Includes an aggregate of 2,510,375 shares issuable pursuant to exercisable
stock options, warrants to purchase Common Stock and convertible securities.
The number of shares of Common Stock beneficially owned by Fidelity and
Messrs. Pickup and Snedegar assume the Company has borrowed all amounts
available to it under a $15 million convertible note purchase agreement. As of
the Record Date, $7.8 million of such borrowings were outstanding.
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<PAGE> 5
THE AMENDMENT
On November 19, 1998, the Company's Board of Directors approved an
amendment to the Certificate of Incorporation of the Company to increase the
number of authorized shares of Common Stock from 10,000,000 shares to
20,000,000. The increase in the amount of authorized Common Stock was
subsequently approved by Fidelity on the Record Date by means of an action by
written consent.
The increase in the number of authorized shares of Common Stock was
approved in order to provide the Company with additional shares of Common Stock
available for issuance from time to time for such purposes and consideration as
the Board of Directors may approve. Such purposes may include but are not
limited to public or private sales of Common Stock in financing transactions,
acquisitions or other corporate purposes, as well as stock dividends, stock
option plans and other stock-based incentive or compensation programs. The
Company has no immediate agreements, commitments or understandings with respect
to the issuance of any of the additional shares being authorized by the
Amendment other than shares committed for issuance under outstanding stock
options, warrants and convertible notes. As of November 19, 1998, the total
number of outstanding shares of Common Stock, together with shares committed
under outstanding stock options and warrants and convertible notes, exceeded
10,000,000 shares. No further vote of stockholders of the Company will be
required, except as required by law, for the issuance of such additional shares.
Accordingly, the availability of additional shares of Common Stock for issuance,
without the delay and expense of obtaining stockholder approval, will afford the
Company greater flexibility in acting upon opportunities and transactions, if
any, which may arise in the future.
The Amendment will become effective upon the filing of a Certificate of
Incorporation in the office of the Delaware Secretary of State, which will occur
on or promptly after February 8, 1999.
By Order of the Board of Directors
/s/ M'LISS JONES KANE
--------------------------------------
M'Liss Jones Kane
Secretary
Tustin, California
January 15, 1999
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