SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)
(2))
[ ] Definitive Information Statement
INAV Travel Corporation
-----------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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[X] $125 per Exchange Act Rules 0-11(c)(1)(ii) or 14c-5(g).
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
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statement number, or the Form or Schedule and the date of its filing.
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<PAGE>
INAV Travel Corporation
2225 E. Randol Mill Road, Suite 305
Arlington, Texas 76011-6306
May 15, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders (the
"Meeting") of INAV Travel Corporation, a Colorado corporation (the "Company") to
be held at 2225 E. Randol Mill Road, Suite 305, Arlington, Texas, on June 18,
1996, at 10:00 a.m. local time or such other times and places to which the
Meeting may adjourn. The attached Notice of Annual Meeting and Information
Statement fully describe the formal business to be transacted at the Meeting,
which includes (i) the election of directors of the Company, (ii) approval of an
amendment to the Company's Articles of Incorporation to increase the number of
shares authorized thereunder and to change the name of the Company and (iii)
ratification of the selection of independent public accountants. We have also
enclosed a copy of the Company's Annual Report for the fiscal year ended
December 31, 1995.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
A number of directors and officers of the Company will attend the
meeting and will be available to respond to your questions.
Sincerely,
Scott A. Haire
Chairman of the Board
<PAGE>
INAV Travel Corporation
2225 E. Randol Mill Road, Suite 305
Arlington, Texas 76011-6306
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 18, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of INAV Travel Corporation, a Colorado corporation (the "Company"),
will be held at the offices of the Company at 2225 E. Randol Mill Road, Suite
305, Arlington, Texas, on June 18, 1996, at 10:00 a.m. local time, or at such
other times and places to which the Meeting may be adjourned. An Information
Statement for the Meeting is enclosed.
The Meeting is for the following purposes:
(1) To elect five members of the Board of Directors for the term of
office stated in the Information Statement.
(2) To vote on a proposal to amend the Company's Articles of
Incorporation to (i) increase the number of authorized shares of
Common Stock from 50,000,000 to 100,000,000 and (ii) change the
name of the Company.
(3) To consider and ratify the selection of the Company's independent
public accountants.
(4) To transact any other business that may properly come before the
Meeting or any adjournments thereof.
The close of business on May 10, 1996, has been fixed as the record date
for determining shareholders entitled to notice of and to vote at the Meeting or
any adjournments thereof. For a period of at least 10 days prior to the Meeting,
a complete list of shareholders entitled to vote at the Meeting will be open to
the examination of any shareholder during ordinary business hours at the offices
of the Company at 2225 E. Randol Mill Road, Suite 305, Arlington, Texas.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
Information concerning the matters to be acted upon at the Meeting is
set forth in the accompanying Information Statement.
By Order of the Board of Directors
Lucy J. Singleton
Secretary
Arlington, Texas
May 15, 1996
<PAGE>
INAV Travel Corporation
2225 E. Randol Mill Road, Suite 305
Arlington, Texas 76011-6306
INFORMATION STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 18, 1996
This Information Statement is being first mailed on May 15, 1996, to
shareholders of INAV Travel Corporation, a Colorado corporation (the "Company"),
by the Board of Directors in connection with the Annual Meeting of Shareholders
(the "Meeting") to be held at the offices of the Company at 2225 E. Randol Mill
Road, Suite 305, Arlington, Texas, on June 18, 1996, at 10:00 a.m., local time,
or at such other times and places to which the Meeting may be adjourned.
The purpose of the Meeting is to consider and act upon (i) the election
of five directors for terms expiring in 1997; (ii) the approval of the proposal
to amend the Company's Articles of Incorporation (the "Articles") to increase
the number of authorized shares of Common Stock from 50,000,000 to 100,000,000
and to change the name of the Company; (iii) the ratification of the selection
of King, Burns & Company, P.C. as the Company's independent public accountants;
and (iv) such other matters as may properly come before the Meeting or any
adjournments thereof.
RECORD DATE AND VOTING SECURITIES
The record date for determining the shareholders entitled to vote at
the Meeting was the close of business on May 10, 1996 (the "Record Date"), at
which time the Company had issued and outstanding 49,485,000 shares of Common
Stock, par value $.001 per share ("Common Stock"). The shares of Common Stock
constitute the only outstanding voting securities of the Company entitled to be
voted at the Meeting.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY. THE COMPANY HAS BEEN ADVISED THAT SHAREHOLDERS OWNING AN AGGREGATE OF
30,313,166 SHARES OF COMMON STOCK (CONSTITUTING 61.3% OF THE ISSUED AND
OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY AS OF MAY 10, 1996) INTEND TO
VOTE IN FAVOR OF ALL MATTERS TO BE ACTED UPON AT THE MEETING, THEREBY ASSURING
THEIR ADOPTION.
QUORUM AND VOTING
In an election of directors, that number of candidates equaling the
number of directors to be elected, having the highest number of votes cast in
favor of their election, are elected to the Board of Directors, provided a
quorum is present. Votes may be cast or withheld with respect to the proposal to
elect five members of the Board of Directors for terms expiring at the Company's
Annual Meeting of Shareholders in 1997. Votes that are withheld will be counted
toward a quorum, but will be excluded entirely from the tabulation for such
proposal and, therefore, will not affect the outcome of the vote on such
proposal.
Approval of the proposal to amend the Articles to increase the number
of authorized shares of Common Stock from 50,000,000 to 100,000,000 and to
change the name of the Company requires the affirmative vote of a majority of
all the shares entitled to vote on such proposal. Abstentions will be counted
toward a quorum but will count as a vote against such proposal.
<PAGE>
Approval of the proposal to ratify the selection of King, Burns &
Company, P.C. as the Company's independent public accountants requires the
affirmative vote of a majority of the shares present at the meeting and entitled
to vote on such proposal, provided a quorum is present. Abstentions will be
counted toward a quorum, but will count as a vote against such proposal.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
There are five directors to be elected for terms expiring at the
Company's Annual Meeting of Shareholders in 1997 or until their successors have
been elected and qualified. It is intended that the names of the persons
indicated in the following table will be placed in nomination. Each of the
nominees has indicated his willingness to serve as a member of the Board of
Directors if elected; however, if any nominee becomes unavailable for election
to the Board of Directors for any reason not presently known or contemplated, a
substitute may be nominated and elected.
The nominees are as follows:
Name Age Position
Scott A. Haire 31 Chairman of the Board, Chief Executive
Officer and President
Robert E. Gross 49 Director
Araldo A. Cossutta 71 Director
Steven W. Evans 43 Director
Thomas J. Kirchhofer 53 Director
- - - -----------------
The Company has been advised that shareholders owning an aggregate of
30,313,166 shares of Common Stock intend to vote in favor of the election as
directors of the five nominees listed above, thereby assuring their election to
the Board of Directors of the Company.
Scott A. Haire is Chairman of the Board, Chief Executive Officer and President
of INAV Travel Corporation. Prior to founding MedBanc Data Corporation (a
subsidiary of the Company), he was an employee of the Company from November 1993
to June 1994. Previously, Mr. Haire was president of Preferred Payment Systems,
a company specializing in electronic claims and insurance system related
projects. Earlier positions were with Healthcare Medical Solutions and Mid
Atlantic ICS as national sales director.
Robert E. Gross is President of R. E. Gross & Associates, providing consulting
and systems projects for clients in the multi-location service, banking and
healthcare industries. From 1987 to 1990, he was vice president -- technical
operations for Medaphis Physicians Service Corp., Atlanta, Georgia. Prior to
that, he held executive positions with Chi-Chi's, Inc., Royal Crown and
TigerAir. He also spent 13 years as an engineer with IBM.
Araldo A. Cossutta is President of Cossutta and Associates, an architectural
firm based in New York City, with major projects throughout the world.
Previously, he was a partner with I.M. Pei and is a graduate of the Harvard
Graduate School of Design and the Ecole des Beaux Arts in Paris. Mr. Cossutta
was a significant shareholder in Personal Computer Card Corporation ("PC3") and
was chairman of PC3 at the time of its merger with the Company in November 1993.
He is also a director of Computer Integration Corporation of Boca Raton,
Florida.
Steven W. Evans is a Certified Public Accountant and President of Evans Phillips
& Co., PSC, an accounting firm which he established in 1976 in Barbourville and
Middlesboro, Kentucky. He is also a founder and active in PTRL, which operates
contract research laboratories located in Kentucky, North Carolina, California
and Germany. He
<PAGE>
is also a founder and active in the management of environmental, financial and
hotel corporations in Kentucky and Tennessee.
Thomas J. Kirchhofer is president of Synergy Wellness Centers of Georgia, Inc.
He is past president of the Georgia Chiropractic Association.
PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP
The following table sets forth information as of May 1, 1996, regarding
the beneficial ownership of capital stock of the Company by (i) each person
known by the Company to beneficially own more than 5% of the outstanding shares
of Common Stock, (ii) each director of the Company and person to be elected as a
director, (iii) the Company's Chief Executive Officer, and (iv) the directors
and executive officers of the Company as a group. The persons named in the table
have sole voting and investment power with respect to all shares of capital
stock owned by them, unless otherwise noted.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME OF BENEFICIAL OF BENEFICIAL PERCENT
OWNER OR GROUP<F1> OWNERSHIP OF CLASS
- - - ------------------- ------------------- ---------
<S> <C> <C>
Scott A. Haire 20,774,916 <F2><F3> 40.4%
Keystone Medical Management Group 7,845,075 <F3> 15.9%
Araldo A. Cossutta 2,982,025 6.0%
Steven W. Evans 1,250,000 <F4> 2.5%
Thomas J. Kirchoffer - *
Robert E. Gross 200,000 <F5> *
Henry T. Stanley 2,538,667 <F6> 5.1%
All Directors and Executive Officers as a group 25,306,941 <F7> 48.5%
(six in number)
* Less than 1%.
<FN>
<F1> The address for each person or entity listed above is 2225 E. Randol Mill
Road, Suite 305, Arlington, Texas, 76011.
<F2> Includes 1,800,000 shares and 100,000 shares subject to options and a
warrant, respectively, that are presently exercisable (subject to an
increase in the number of shares authorized for issuance by the Company) by
Mr. Haire. Includes 750,000 shares proposed to be sold to Mr. Evans. See
Footnote 5 below.
<F3> Keystone Medical Management Group's ("Keystone") shares are voted by Mr.
Haire, who is the trustee of a children's trust that owns Keystone.
<F4> Excludes 750,000 shares that Mr. Evans has agreed to purchase from Mr.
Haire and Keystone in equal amounts in a private transaction between the
parties. Includes 500,000 shares subject to a warrant that is presently
exercisable (subject to an increase in the number of shares authorized for
issuance by the Company) by Mr. Evans.
<F5> Consists of shares subject to options that are presently exercisable
(subject to an increase in the number of shares authorized for issuance by
the Company) by Mr. Gross.
<F6> Includes 515,000 shares subject to options that are presently exercisable
by Mr. Stanley.
<F7> Includes 2,700,000 shares subject to presently exercisable options and
warrants (all of which are subject to an increase in the number of shares
authorized for issuance by the Company).
</FN>
</TABLE>
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
The business of the Company is managed under the direction of the Board of
Directors. The Board of Directors meets on a regularly scheduled basis to review
significant developments affecting the Company and to act on matters requiring
Board approval. It also holds special meetings or acts by unanimous written
consent when an important matter requires Board action between scheduled
meetings. The Board of Directors or its authorized committees met three times
during fiscal 1995. During fiscal 1995, each member of the Board of Directors
participated in at least 100% of all Board and applicable committee meetings
held during the period for which he was a director.
The Company does not have any employment agreements with any of its
officers or directors.
The Board of Directors does not have an audit, compensation or
nominating committee. The functions customarily attributable to those committees
are performed by the Board of Directors as a whole.
There are no standard compensation arrangements for directors.
MANAGEMENT COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding
compensation paid during each of the Company's last three fiscal years to the
Company's Chief Executive Officer. No executive officer's total annual salary
and bonus exceeded $100,000, based on salary and bonus earned during fiscal
1995.
<TABLE>
<CAPTION>
Long-Term Compensation
---------------------------------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Securities
Restricted Underlying
Name and Principal Fiscal Other Annual Stock Options LTIP All Other
Position Year Salary Bonus Compensation Award(s) /SARs Payouts Compensation
---------- ---- ------ ----- ------------ -------- ---- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Henry T. Stanley, 1995 <F2> -- -- -- 515,000 -- --
Chairman of the Board and 1994 63,750 <F2> -- -- -- -- -- --
Chief Executive Officer <F1> 1993 56,250 -- -- -- -- -- --
Scott A. Haire 1995 <F2> __ __ -- __ __ __
Chairman of the Board and 1994 58,750 <F2> __ __ __ 1,800,000 __ __
Chief Executive Officer and 1993 ----- __ __ __ __ __ __
President
- - - -------------
<FN>
<F1> Mr. Stanley resigned from the Company in December 1995.
<F2> Mr. Stanley and Mr. Haire elected not to receive salary from July 1994
through December 1995.
</FN>
</TABLE>
OPTION GRANTS DURING FISCAL 1995
The Company did not grant any options to the named executive officer
during fiscal 1995.
<PAGE>
OPTION EXERCISES DURING FISCAL 1995
AND FISCAL YEAR END OPTION VALUES
The following table provides information related to options exercised
by the named executive officer during fiscal 1995 and the number and value of
options held at fiscal year end. The Company does not have any outstanding stock
appreciation rights.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Number of Options/SARs at Options/SARs
Shares Fiscal Year End at Fiscal Year End <F1>
Acquired Value
on Exercise Realized
------------------------------------ ------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Henry T. Stanley........ -0- N/A 515,000 -- $25,750 --
Scott A. Haire ......... -0- N/A 1,800,000 -- $180,000 --
<FN>
<F1> The closing price for the Company's Common Stock based upon the
NASDAQ-OTC Bulletin Board on December 31, 1995, was $0.05.
</FN>
</TABLE>
CERTAIN TRANSACTIONS
The Company has entered into a letter agreement with Steven W. Evans,
who has been nominated as a director of the Company, pursuant to which the
Company has agreed to grant Mr. Evans a warrant to purchase 500,000 shares of
Common Stock at an exercise price equal to $0.20 per share. The grant of the
warrant was not in connection with Mr. Evans agreeing to serve on the Board of
Directors of the Company.
SECTION 16 REQUIREMENTS
Section 16(a) of the Exchange Act requires the Company's directors and
officers, and persons who own more than 10% of a registered class of the
Company's equity securities, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission (the "SEC").
Directors, officers and greater than 10% beneficial owners are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms received by it
with respect to fiscal 1995, or written representations from certain reporting
persons, the Company believes that all filing requirements applicable to its
directors, officers and greater than 10% beneficial owners have been complied
with.
<PAGE>
PROPOSAL NO. 2
AMENDMENT TO ARTICLES OF INCORPORATION
Increase in Authorized Shares The Board of Directors has unanimously approved,
subject to approval by the shareholders of the Company, a proposal to amend the
Articles of the Company to increase the number of shares of Common Stock
authorized and available for issuance from 50,000,000 to 100,000,000.
Management believes that this amendment would benefit the Company by
providing greater flexibility to the Board of Directors to issue additional
equity securities, for example, to raise additional capital, to facility
possible future acquisitions, to provide stock-related employee benefits and to
effect any stock split of the outstanding Common Stock. If the increase is
approved at the Meeting, generally, no shareholder approval would be necessary
for the issuance of all or any portion of the additional shares of Common Stock
unless required by law or any rules or regulations to which the Company is
subject.
Although the Company considers from time to time mergers, acquisitions
and other transactions that may involve the issuance of additional shares of
Common Stock (any one or more of which may be under consideration or acted upon
at any time), the Company is not a party to any agreements with respect to any
such transactions, nor does it have any agreements, commitments or
understandings with respect to such transactions or that would involve the
issuance of additional shares of Common Stock in amounts that would exceed the
number of currently authorized and unissued shares, other than currently
outstanding options and warrants to purchase Common Stock.
Depending upon the consideration per share received by the Company for
any subsequent issuance of Common Stock, such issuance could have a dilutive
effect on those shareholders who paid a higher consideration per share for their
stock. Also, future issuances will increase the number of outstanding shares of
Common Stock, thereby decreasing the percentage ownership in the Company (for
voting, distributions and all other purposes) represented by existing shares of
Common Stock. The availability for issuance of the additional shares of Common
Stock and any issuance thereof, or both, may be viewed as having the effect of
discouraging an unsolicited attempt by another person or entity to acquire
control of the Company. Although the Board of Directors has no present intention
of doing so, the Company's authorized but unissued Common Stock could be issued
in one or more transactions that would make a takeover of the Company more
difficult or costly, and therefore less likely. The Company is not aware of any
person or entity who is seeking to acquire control of the Company. Holders of
Common Stock do not have any preemptive rights to acquire an additional
securities issued by the Company.
As of the Record Date, 49,485,000 shares of Common Stock were issued
and outstanding. If the proposed amendment to the Articles is not adopted, it
would be necessary to convene a meeting of shareholders before the Company could
consummate any transaction in which shares of Common Stock would be issued. This
could potentially add to the costs of a proposed transaction, and the added time
necessary to prepare for an hold a shareholders meeting could serve as a
disincentive for third parties otherwise interest in making an investment in, or
entering into other transactions with, the Company. It is for these and similar
reasons that companies have authorized and unissued shares available for
issuance.
The Name Change. The Company has not engaged in the travel industry since the
third quarter of 1992, when the Company's travel agency was sold. Currently, the
Company is engaged in the medical receivables servicing and consulting business
and the development and marketing of smart card hardware and software products
including computer security systems. In addition, the Company is developing and
marketing electronic frequent shopper software and hardware, as well as other
transaction and database oriented products for the medical, retail and other
industries. Because of this shift in the focus of its business, the Company
believes it is misleading for the Company to continue to operate under the name
"INAV Travel Corporation." In fact, the Company has been operating under the
name "MedBanc Data Corporation" on a "doing business as" basis since November
1993. If Proposal No. 2 is approved, the Company's name will change to "MB
Software Corporation" and the Articles will be amended accordingly.
<PAGE>
PROPOSAL NO. 3
INDEPENDENT PUBLIC ACCOUNTANTS
Subject to ratification by the shareholders at the Meeting, the Board
of Directors of the Company has selected King, Burns & Company, P.C. to audit
the consolidated financial statements of the Company and its subsidiaries for
the fiscal year ending December 31, 1996. King Burns & Company, P.C. has served
the Company in this capacity since March 10, 1994. Representatives of King,
Burns & Company, P.C. are expected to be present at the Meeting, will have the
opportunity to make a statement, if they desire to do so, and will be available
to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Shareholders may submit proposals on matters appropriate for shareholder
action at subsequent annual meetings of the Company consistent with Rule 14a-8
promulgated under the Exchange Act. For such proposals to be considered for
inclusion in the Proxy Statement and Proxy relating to the 1997 Annual Meeting
of Shareholders, such proposals must be received by the Company not later than
_________, 1997. Such proposals should be directed to INAV Travel Corporation,
2225 E. Randol Mill Road, Suite 305, Arlington, Texas, 76011-6306, Attention:
Secretary.
OTHER BUSINESS
The Board of Directors knows of no matter other than those described
herein that will be presented for consideration at the Meeting. However, should
any other matters properly come before the Meeting or any adjournments thereof,
it is the intention of the persons named in the accompanying Proxy to vote in
accordance with their best judgment in the interest of the Company.
MISCELLANEOUS
All costs incurred in the mailing of this Information Statement will be
borne by the Company. The Company may make arrangements with brokerage houses
and other custodians, nominees and fiduciaries for the forwarding of information
materials to the beneficial owners of shares of Common Stock held of record by
such persons, and the Company may reimburse such brokerage houses and other
custodians, nominees and fiduciaries for their out-of-pocket expenses incurred
in connection therewith.
Accompanying this Information Statement is a copy of the Company's
Annual Report for the fiscal year ended December 31, 1995.
By Order of the Board of Directors
Lucy J. Singleton
Secretary
Arlington, Texas
May 15, 1996
<PAGE>
