FINAL 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 December
6, 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.
Because shareholders holding a majority of the shares are in favor of
the following action, proxies are not being solicited in this matter.
Date, time and Place of Meeting.
A special meeting of the shareholders of the Company will be held
December 19, 1997 at 9:00 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.
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Voting Securities and Principal Holders Thereof;
Interest of Certain Person in Matters to be Acted Upon
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 Capital Partners n/a 400,000 50.1
50 West 300 South
Suite 1130
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 50.01
</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 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.
Fractional shares will be rounded up to the nearest full share. As
present stock certificates are sent in for transfer they will be replaced with
new certificates reflecting the reverse split.
2. Change of Par Value. The Board seeks approval to change the par
value of the common stock from $.01 to $.001 (see language below).
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
(see language below).
Vote Required for Approval
Approval of the proposed above action requires a majority vote of the
shareholders of shares as of the Record Date. Because shareholders holding a
majority of the shares are in favor of the proposed actions, proxies are not
being solicited in this matter.
Language of Amended Articles
(Paragraph) 4. The authorized capital of this corporation shall consist
of the following stock:
a. One thirty million common shares, par value $.001 per share. Each
common share shall have equal rights as to voting and in the event of
dissolution and liquidation.
There shall be no cumulative voting by shareholders.
b. Fifty million shares of Class A Preferred stock, $.001 value, with
other terms or preferences to be set by the Board of Directors.
c. Fifty million shares of Class B Preferred stock, $.001 value and
non-voting, with other terms to be set by the Board of Directors.
d. Fifty million shares of Class C Preferred stock, $.001 value and
non-voting, with other terms to be set by the Board of Directors.
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