PRELIMINARY COPY
SYSTEMS ASSURANCE CORPORATION
4505 South Wasatch Blvd., Suite 330
Salt Lake City, Utah 84124
INFORMATION STATEMENT PURSUANT TO
SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND
RULE 14C PROMULGATED THERETO
NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS
NO PROXIES ARE BEING SOLICITED AND
YOU ARE NOT REQUESTED TO SEND THE COMPANY A PROXY.
Purpose of Information
This Information Statement, which is being mailed on or about November
10, 1997 to the holders of shares of the Common Stock, par value $.01 per share
(the "Common Stock"), of Systems Assurance Corporation, a Delaware Corporation
(the "Company"), is being furnished in connection with the calling of a special
meeting of the shareholders for the purpose of discussing and authorizing a
reverse split of the Company's common stock, creation of additional classes of
stock, and a change of the par value of the common stock.
Date, time and Place of Meeting.
A special meeting of the shareholders of the Company will be held
November 20, 1997 at 8:00 a.m. at the law office of Nathan W. Drage, which is
located at 4505 South Wasatch Blvd., Suite 330, Salt Lake City, Utah 84124, and
the phone number at that address is (801)274-8600 .
No Dissenter's Rights of Appraisal.
The Company's shareholders do not have dissenter's rights of appraisal
in connection with any of the matters to be voted on by the shareholders at the
special meeting.
Voting Securities and Principal Holders Thereof;
Interest of Certain Person in Matters to be Acted Upon
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1. Share information.
As of the record date, October 17, 1997, there were approximately
798,835 shares of stock that the shareholders will be entitled to vote on. Each
outstanding share of Common Stock is entitled to one vote.
The following table sets forth certain information with respect to
persons known to the Company to own beneficially more than five percent (5%) of
the Company's voting securities, as of the record date, and persons who have
served and/or are still serving as directors of the Company since the beginning
of the last fiscal year, and the directors and officers of the Company as a
group.
<TABLE>
<CAPTION>
Amount and
Position Nature of Percent
Title of Name and Address of with Beneficial of
Class Beneficial Owner Company Ownership Class
- ---------- ---------------------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common Exchange Place Partners n/a 400,000 50.1
4505 South Wasatch Blvd.
Suite 330
Salt Lake City, Utah 84104
Common Bill Chipmen Former Pres. 88,566 11.1
Common Dean Becker (1) Dir. & Pres. 400,000 50.1
50 West 300 South
Suite 1130
Salt Lake City, Utah 84101
Management as a group (one) 400,000 50.1
</TABLE>
(1) Mr. Becker is an affiliate of Exchange Place Partners.
2. Changes in Control.
The Company recently experienced a change in majority stock ownership due
to the acquisition of 400,000 shares by Exchange Place Partners. There has been
one addition to the board of directors since the end of the last fiscal/calendar
year with the appointment of Mr. Dean Becker to the Board. Additional changes in
the composition of the Board of Directors could be possible in the near future
as the Company seeks business ventures to acquire.
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Matters to be Voted On
1. Reverse Split
As of the Record Date the ask price of the Company's stock was
approximately $.156. Based upon current market conditions and NASDAQ listing
requirements, management has determined that it is in the Company's best
interest to effectuate a reverse split, which is to be authorized by the
shareholders. The Board is seeking authority to effectuate a 5 to 1 reverse
split.
2. Change of Par Value. The Board seeks approval to change the par
value of the common stock from $.01 to $.001.
3. Create Additional Classes of Preferred Stock. The Board seeks
approval to create three classes of Preferred Stock, Class A, B, and C, par
value $.001. All other terms and conditions to be set by the Board of Directors.
Vote Required for Approval
Approval of the proposed reverse split and change of par value requires
a majority vote of the shareholders of shares as of the Record Date.
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