ALEXANDER MARK INVESTMENTS (USA), INC.
PROXY
FOR THE HOLDERS OF COMMON SHARES
THIS PROXY IS SOLICITED ON BEHALF OF ALEXANDER MARK INVESTMENTS (USA),
INC.
SPECIAL MEETING TO BE HELD ON MAY 18, 1998 AT 10:00 A.M.
The undersigned shareholder of Alexander Mark Investments (USA),
Inc. (the "Company")
hereby appoints Daniel Wettreich, or failing him, Jeanette P.
Fitzgerald as
Attorneys and Proxies to vote all the shares of the undersigned at
said Special
Meeting of Stockholders and at all adjournments thereof, hereby
ratifying and
confirming all that said Attorney and Proxies may do or cause to be
done by
virtue thereof. The above-named Attorneys and Proxies are instructed
to vote
all the undersigned's shares as follows:
1. RATIFY THE SELECTION OF AUDITORS FOR APRIL 30, 1997:
To ratify the appointment of Larry O'Donnell, CPA, as
auditors for the fiscal year ended March 31, 1998.
AGAINST o FOR o ABSTAIN o
2. APPROVAL OF THE AMENDMENT OF THE ARTICLES OF INCORPORATION
CHANGING THE NAME OF THE COMPANY:
To approve the change in the name of the Company to
Wincroft, Inc.
AGAINST o FOR o ABSTAIN o
3. APPROVAL OF A 100 FOR 1 COMMON SHARES FORWARD SPLIT:
To increase the number of shares outstanding without affecting
the authorized number of common shares.
AGAINST o FOR o ABSTAIN o
4. APPROVAL OF THE AMENDMENT TO THE ARTICLES OF THE COMPANY TO CREATE
PREFERRED SHARES.
To approve the creation of preferred shares to give the Company
flexibility in raising capital and otherwise acquiring assets.
AGAINST o FOR o ABSTAIN o
5. APPROVAL OF THE TRANSFER OF CONTROL OF THE COMPANY FROM FORSAM
VENTURE FUNDING, INC. A PRIVATE COMPANY TO JASON CONWAY.
AGAINST o FOR o ABSTAIN o
6. APPROVAL OF THE ISSUANCE OF COMMON AND PREFERRED STOCK ALONG WITH
A PROMISSORY NOTE TO ACQUIRE THE VIDEOTALK [TM] PRODUCT.
AGAINST o FOR o ABSTAIN o
7. RATIFY ALL PREVIOUS CORPORATE ACTIONS OF THE OFFICERS AND
DIRECTORS OF THE COMPANY.
AGAINST o FOR o ABSTAIN o
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSAL 1, 2,3, 4, 5, 6, AND 7.
Dated this _______ day of ______________, 1998
______________________________________________
Signature of Shareholder
______________________________________________
Signature of Shareholder
______________________________________________
Please Print Name
______________________________________________
Please Print Name
Please date and sign exactly as your name or names appear on
your stock
certificate. Joint owners should each sign personally. If
signing in any
fiduciary or representative capacity, give full title as such
and provide
authorization. For shares held by a corporation, please affix its
corporate
seal.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE
ENCLOSED
ENVELOPE.
ALEXANDER MARK INVESTMENTS (USA), INC.
2415 Midway
Suite 115
Carrollton, Texas 75006
NOTICE OF MEETING OF SHAREHOLDERS
To be Held On May 18, 1998
Notice is hereby given that the Special Meeting of Shareholders
of Alexander Mark Investments (USA), Inc. (the "Company") will be held
at the offices of the
Company on the 18th of May at 10:00 a.m., local time, for the
following purposes:
(1) To ratify the appointment of auditors for the fiscal year
ended March 31, 1998.
(2) To approve the amendment of the articles of incorporation to
change the Company's name to Wincroft, Inc.
(3) To approve a 100 for 1 forward stock split to increase the
number of common shares outstanding without affecting the stated value
of the common shares.
(4) To approve the amendment to the articles of incorporation to
create preferred shares.
(5) To approve the transfer of control of the Company to Jason
Conway.
(6) To approve the issuance of common and preferred stock along
with a promissory note to acquire the VideoTalk product.
(7) To ratify all previous actions of the officers and directors
of the Company.
(8) To transact such other business as may properly come before
the meeting or any adjournments thereof.
The accompanying Proxy Statement contains information regarding, and a
more complete description of, the items of business to be considered
at the meeting.
Only shareholders of record at the close of business April 22,
1998 are entitled to notice of, and to vote at, the Meeting of
Shareholders and any adjournment(s) thereof.
You are cordially invited to attend the meeting, but if you are
unable to do so, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND
RETURN IT PROMPTLY IN THE
ENCLOSED SELF ADDRESSED ENVELOPE. If you attend the meeting, you may
vote in person if you wish, whether or not you have returned the
proxy. In any event, a
proxy may be revoked at any time before it is exercised.
By Order of the Board of Directors
Jeanette Fitzgerald
Corporate Secretary
Dallas, Texas
April 16, 1998
ALEXANDER MARK INVESTMENTS (USA), INC.
2415 Midway, Suite 115
Carrollton, Texas 75006
PROXY STATEMENT
for
SPECIAL MEETING OF SHAREHOLDERS
To be Held May 18, 1998
This Proxy Statement is sent to shareholders of Alexander
Mark Investments (USA), Inc. (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for
use at the Special Meeting of Shareholders of the Company to be held
on May 18, 1998 at 10:00 a.m., local time at the offices of the
Company any adjournment(s) thereof, for the purposes set forth in
the accompanying Notice of Special Meeting
of Shareholders. Solicitation of proxies may be made in person or
by mail, telephone or telegraph by directors, officers, and regular
employees of the Company. The Company will also request banking
institutions, brokerage firms, custodians, nominees, and
fiduciaries to forward solicitation materials to
the beneficial owners of common stock of the Company held of
record by such persons, and the Company will reimburse the
forwarding expenses. The cost of solicitation of proxies will be paid
by the Company. This Proxy Statement and the enclosed proxy are
first being sent to shareholders of Alexander Mark Investments (USA),
Inc. on or about April 27, 1998.
Pursuant to the Private Securities Litigation Reform Act of 1995 the
Company, in addition to historical information, certain
information within this proxy statement contains forward looking
statements. These statements are subject to certain risks and
uncertainties that could cause actual results to differ
materially from those set forth including but not limited to
competition among employers for appropriate personnel, the Company's
dependence on outside suppliers and the need to go to outside
consulting sources, the continued ability to create and /or
acquire products that customers will accept; the impact of
competition and changing competitors; the changing nature of
regulations and the manner in which they are interpreted; and
pricing pressures in addition to normal economic and world
factors beyond the control of the Company.
REVOCATION OF PROXIES
Any Shareholders returning the accompanying proxy may revoke
such proxy at any time prior to its exercise (a) by giving
written notice to the Corporate Secretary of the Company of such
revocation prior to its use, (b) by voting in person at the
meeting, or (c) by executing and filing with the Corporate
Secretary of the Company a later dated proxy.
OUTSTANDING STOCK AND CERTAIN SHAREHOLDERS
The voting securities of the Company are shares of its common
stock, $0.002 stated value("Common Stock"), each share of which
entitles the holder to one vote at the Special Meeting of
Shareholders and any adjournment(s) thereof. At April 13, 1998
there were outstanding and entitled to vote 41,121 pre-forward split
shares of Common Stock. Only shareholders of record at the
close of
business on April 22, 1998, are entitled to notice of, and to
vote at, the Special Meeting of Shareholders and any
adjournment(s) thereof.
The following table shows the amount of common stock, no par
value, ($.002 stated value), owned as of April 13, 1998 by each
person known to own beneficially more than five percent (5%) of
the outstanding common stock of the Registrant, by each director,
and by all officers and directors as a group (3 persons). Each
individual has sole voting power and sole investment power with
respect to the shares beneficially owned. On March 31, 1998, Forsam
Venture Funding surrendered 7,495,539 shares to the Company for
Treasury. The Company did not pay Forsam Venture Funding any
compensation for the surrendering of the shares.
Name and Amount and Percent
Address of Nature of
Beneficial Owner Beneficial Ownership of
Class
Daniel Wettreich 20,000 (1) 48.6%
2415 Midway, Suite 115
Carrollton, Texas 75006
Jeanette Fitzgerald 250 0.6%
2415 Midway, Suite 115
Carrollton, Texas 75006
All Officers and Directors 20,250 (1) 49.2%
as a group (3 persons)
Forsam Venture Funding, Inc. 20,000 48.6%
2415 Midway, Suite 121
Carrollton, Texas 75006
M.Y. Wettreich 15,000 (2) 36.4%
34 Monarch Court
Lyttleton Road
London, England
Abuja Consultancy, Ltd. 6,000 14.6%
Oceanic House
P.O. Box 107
Duke Street
Grand Turk
Turks & Caicos Islands
(1) 20,000 of these shares are in the name of Forsam Venture
Funding, Inc. A private company which is owned by the three children
of Daniel Wettreich. Mr. Wettreich has disclaimed all beneficial
interest in such shares.
(2) Includes 6,000 shares owned by Abuja Consultancy Ltd. which is
affiliated with M.Y. Wettreich.
For the years ended April 30, 1997 and 1996, the Company incurred
stock transfer fees to a company associated with the President of the
Company in the amounts of $9,573 and $2,920 respectively.
Since the beginning of the registrant's last fiscal year,
there have been no material transactions between the
registrant and its management and/or 5% or greater security
holders, other than as set out in Management's Proposal VI and VII.
Nor have there been any material revenue impacting
relationships.
In March 1998, Forsam Venture Funding acquired majority control of the
outstanding shares of the Registrant through private purchases of the
outstanding stock. On March 31, 1998, Forsam entered into a
conditional contract to sell all its shares in Registrant to Jason
Conway for an undisclosed sum.
The Registrant entered into a conditional agreement on March 31, 1998
with Third Planet Publishing, Inc., a wholly owned subsidiary of
Camelot Corporation, a public company to acquire the VideoTalk [TM]
product for Third Planet Publishing, Inc.,at it's cost of $7,002,056
payable by way of the issuance of common stock , preferred stock and a
promissory note. Mr. Wettreich and Ms. Fitzgerald are officers and
directors of Camelot Corporation and Third Planet Publishing, Inc..
Both transactions require shareholders approval at this meeting. See
Management's Proposal VI and VII described more fully herein.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES AND EXCHANGE ACT OF
1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors, and persons who
beneficially own more than 10% of the Company's Common Stock to file
initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission ("SEC").
Such persons are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms filed by such
person.
Based solely on the Company's review of such forms furnished to the
Company and written representations from certain reporting persons,
the Company believe that all filing requirements applicable to
the Company's executive officers, director, and more than 10%
stockholders were complied with.
SHAREHOLDER PROPOSALS
According to Rule 14a-8 promulgated under the Securities
Exchange Act of 1934, a shareholder may require that certain
proposals suggested by the shareholders be voted upon at a
shareholders meeting. Information concerning such proposal may be
submitted to the Company for inclusion in the Company's Proxy
Statement. Such proposals must be submitted to the Company
before October 17, 1998 for consideration at the 1998 annual
shareholders meeting.
MANAGEMENT PROPOSAL I
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDED March 31, 1998
The following resolution will be offered by Management
pursuant to the Board of Directors resolutions at the meeting:
RESOLVED, that the appointment by the Board of Directors of
Larry O'Donnell, CPA as independent auditors of the Company for the
year ending March 31, 1998 is hereby approved.
It is not intended that a representative of Larry O'Donnell, CPA
will be present at the meeting or be available for questions.
During the previous two years, there were no disagreements
between the Company and the previous auditors regarding a policy or
disclosure.
Neither this accountant nor any accountant for the past two
years has rendered an audit opinion containing an adverse opinion or
a disclaimer of opinion or were any of the opinions qualified or
modified as to uncertainty, audit scope or accounting
principles.
MANAGEMENT PROPOSAL II
APPROVAL OF THE AMENDMENT OF THE ARTICLES OF INCORPORATION TO CHANGE
THE NAME OF THE COMPANY
The following resolution will be offered by Management pursuant to
the Board of Directors resolutions at the meeting:
"RESOLVED, that the Articles of Incorporation shall be amended as
set out below to change the name of the Company to Wincroft, Inc.
ARTICLE I
The name of the Company shall be amended from Alexander Mark
Investments (USA), Inc. to
Wincroft, Inc. "
The name is being changed as requested by the proposed new control
shareholder to reflect a change in control of the company.
MANAGEMENT PROPOSAL III
APPROVE A 100 FOR 1 FORWARD STOCK SPLIT TO INCREASE THE NUMBER OF
SHARES
The following resolution will be offered by Management pursuant to
the Board of Directors resolutions at the meeting:
"RESOLVED, that a 100 for 1 forward stock split shall be
effected on all the outstanding shares of the Company with no
effect on the authorized shares."
The board has determined that in order to best provide value to the
shareholders of the Company, acquisitions of ongoing businesses
should be considered. Acquisitions may entail the issuance of
new shares in the Company. The board has therefore determined that
the number of outstanding shares shall be increased without adjusting
the authorized share value. Upon passage of
this resolution new certificates will be prepared and will be issued
upon submission by the shareholders to the transfer agent. Any old
certificates in the name of Alexander Mark Investments (USA) Inc.
will be immediately exchanged for Wincroft, Inc. certificates upon
presentment to the transfer agent.
MANAGEMENT'S PROPOSAL IV
APPROVAL OF THE AMENDMENT TO THE ARTICLES OF THE COMPANY TO CREATE
PREFERRED SHARES
The following resolution will be proposed by management at the
meeting for shareholder approval:
" RESOLVED, that the Articles of the Company be amended to create
preferred shares as follows:
Fourth: The total number of shares of all classes which the
corporation shall have authority to issue is 100,000,000, of
which 75,000,000 shares shall be Common Stock of no par
value and of which 25,000,000 shares shall be Preferred
Stock of the par value of $.01,(the "Preferred Stock",)
with the following designations, powers, preferences,
rights, qualifications, limitations, or restrictions:
1) The Board of Directors is expressly authorized at any
time, and from time to time, to provide for the issuance
of shares of Preferred Stock in one or more series, with
such voting powers, full or limited, but not to exceed
one vote per share, or without voting powers and with
such designations, preferences and relative,
participating, optional or other annual rights, and
qualifications, limitations, or restrictions thereof, as
shall be expressed in the resolution or resolutions
providing for the issue thereof adopted by the Board of
Directors and as not expressed in this Certificate of
Incorporation or any amendment thereto, including, but
without limiting the generality of the foregoing, the
following:
a)the designation of such series;
b)the dividend rate of such series, the conditions and
dates upon which such dividends shall be payable, the
preference or relation which such dividends shall bear to
the dividends payable on any other class or classes of
capital stock of the Corporation, and whether such dividends
shall be cumulative or non-cumulative;
c)whether the shares of such series shall be subject to
redemption, the times, prices and other terms and conditions
of such redemption;
d)the terms and amount of any sinking fund provided for
the purchase or redemption of the shares of such series;
e)whether the shares of such series shall be
convertible into or exchangeable for shares of any other
class or classes or of any other series of any class or
classes of capital stock of the Corporation, and, if
provision be made for conversion or exchange, the times,
prices, rates, adjustments, and other terms and conditions
of such conversion or exchange;
f)the extent, if any, to which the holders of the
shares of such series shall be entitled to vote as a class
or otherwise with respect to the election of directors or
otherwise; provided, however, that in no event shall any
holder of any series of Preferred Stock be entitled to more
than one vote for each share of such Preferred Stock held by
him;
g)the restrictions and conditions, if any, upon the
issue or reissue of any additional Preferred Stock ranking
on a parity with or prior to such shares as to dividends or
upon dissolution;
h)the rights of the holders of the shares of such
series upon the dissolution of, or upon the distribution of
assets of, the Corporation, which rights may be different in
the case of a voluntary dissolution than in the case of an
involuntary dissolution.
2) except as otherwise required by law and except for such
voting powers with respect to the election of directors
or other matters as may be stated in the resolution of
the Board of Directors creating any series of Preferred
Stock, the holders of any such series shall have no
voting power whatsoever.
All shares, when issued shall be fully paid and
nonassessable; and the private property of stockholders
shall not be liable for corporate debts. Stockholders shall
have no preemptive rights.
All matters properly presented for shareholder vote
shall be affirmed by a majority of the shareholders voting
unless the laws of the state of Colorado absolutely require
a larger vote."
The Board believes this is an amendment required in order to provide
flexibility in the acquisition of assets and the raising of funds for
the Company. As reflected in Management's Proposal VI, preferred
shares are to be issued for the acquisition of the VideoTalk product.
Approval of this resolution is required as one of the conditions of
the contract selling the control of the company and for the
acquisition of the VideoTalk product.
MANAGEMENT'S PROPOSAL V
TO APPROVE THE TRANSFER OF CONTROL OF THE COMPANY TO JASON
CONWAY.
The following resolution will be offered by management of the Company:
RESOLVED, that the contract entered into by Forsam Venture Funding,
Inc. to sell its controlling block of shares in the Company to Jason
Conway is approved.
Jason Conway is familiar with and believes he can successfully market
the Video Talk product. He has entered into an agreement with Forsam
Venture Funding to buy control of the Company conditional on
shareholders approving the following:
a) change the name of the Company to Wincroft, Inc.
b) affect a 100 for 1 forward stock split;
c) create preferred shares;
d) approve Conway purchasing control from Forsam;
e) approve the acquisition of the VideoTalk product by the
Company by way of the issuance of common and preferred stock
and a promissory note.
MANAGEMENT'S PROPOSAL VI
TO APPROVE THE ISSUANCE OF COMMON AND PREFERRED STOCK ALONG WITH A
PROMISSORY NOTE TO ACQUIRE THE VIDEOTALK PRODUCT.
The following resolution will be offered by management pursuant to the
Board of Directors resolutions at the meeting:
"RESOLVED, that the transaction wherein the Company shall purchase the
VideoTalk product from Third Planet Publishing, Inc. for the issuance
of common stock, preferred stock and a $2,000,000 promissory note for
a total price of $7,002,056 is hereby approved."
The Company has entered into a conditional contract to acquire all the
right, title and interest in the VideoTalk product from Third Planet
Publishing, Inc. VideoTalk is a complete hardware and software system
which, when connected to a multimedia PC, enables full-duplex video
conferencing over the Internet. VideoTalk does not require a sound
card or a video capture card, and allows video conferencing over the
Internet with only a 28.8 kbps modem and a 60MHz Pentium-class PC.
Shareholder approval of this contract is required before the contract
can close.
The acquisition contract requires the issuance of 5,000 shares of
$1,000 Preferred Shares, Series A, 1,028,000 (post forward split)
common shares (equating to 19.9% of the outstanding shares) and a
promissory note in the amount of $2,000,000. The Preferred Shares,
Series A are non-voting and 10% yield. Shareholder approval is being
requested as Third Planet Publishing Inc. is a wholly owned subsidiary
of Camelot Corporation a corporation of which the present officers of
the Company are also officers.
MANAGEMENT'S PROPOSAL VII
RATIFY ALL PREVIOUS CORPORATE ACTIONS OF THE OFFICERS AND DIRECTORS OF
THE COMPANY.
As the management of the Company is changing, the retiring management
of the company is seeking to ratify all past actions of the company by
the officers and directors.
The following resolution will be offered by management pursuant to the
Board of Directors resolutions at the meeting:
"RESOLVED, that all previous corporate actions of the officers and
directors of the company since the last shareholder meeting on
December 23, 1996 are hereby ratified."
SHAREHOLDER APPROVAL
Shareholders, representing a majority of those common shares
outstanding, and eligible to vote must return proxies to constitute a
quorum, including abstentions. The controlling shareholder, Forsam
Venture Funding, Inc., has already expressed its approval and
intention to vote for all the above resolutions. A majority of
those shares constituting the quorum eligible to vote is required
for approval of Management Proposal I, II, III, IV, V, VI, and VII.
OTHER BUSINESS
The Board of Directors of the Company does not know of any
other business to be presented at the Special Meeting. If any
other matters are properly brought before the meeting, however, it
is intended that the persons named in the accompanying form of proxy
will vote such proxy in accordance with their best judgment.
By order of the Board of Directors
Jeanette P. Fitzgerald
Corporate Secretary
Dallas, Texas
April 22, 1998
