SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FINAL
INFORMATIONAL STATEMENT
PURSUANT TO SECTION 14 OF
The Securities Exchange Act of 1934
WHITE CLOUD EXPLORATION, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-114244
CIK: 0000736314
UTAH (84-0959153)
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
116 STANYAN, SAN FRANCISCO, CA 94118
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(415) 387-3135
<PAGE>
WHITE CLOUD EXPLORATION, INC.
116 STANYAN
SAN FRANCISCO, CA 94118
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD November 9, 1998
Notice is hereby given that the Special Meeting of Shareholders of
White Cloud Exploration, Inc., (hereinafter referred to as "the Company") will
be held at 10200 W. 44th Avenue, #400, Wheat Ridge, CO 80033, at 1:00 p.m.,
local time, for the following purposes:
1. To change the name of the Company to WatchOut, Inc.
The Board of Directors has fixed the closing of business on October
26, 1998, as the record date for the determination of shareholders entitled
to notice of and to vote at this meeting or any adjournment thereof. The stock
transfer books will not be closed.
/s/Robert Galoob
------------------------------
White Cloud Exploration, Inc.
Robert Galoob, President
<PAGE>
INFORMATION STATEMENT
WHITE CLOUD EXPLORATION, INC.
116 STANYAN
SAN FRANCISCO, CA 94118
SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD
November 9, 1998
This Informational Statement is being furnished to the shareholders of
White Cloud Exploration, Inc., a Utah corporation, in connection with the
Special Meeting of Shareholders to be held at 1:00 p.m., November 9, 1998 at
10200 W. 44th Ave., #400, Wheat Ridge, Colorado. The Informational Statement
is first being sent or given to shareholders on or about October 26, 1998.
NO PROXIES ARE BEING SOLICITED BY THE BOARD OF DIRECTORS.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
EXPENSE OF MAILING
The expense of preparing and mailing of this Informational Statement to
shareholders of the Company is being paid for by the Company. The Company is
also requesting brokers, custodians, nominees and fiduciaries to forward this
Informational Statement to the beneficial owners of the shares of common stock
of the Company held of record by such persons. The Company will not reimburse
such persons for the cost of forwarding.
INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON
None. No director or shareholder owning 10% or more of the outstanding
shares has indicated her or his intent to oppose any action to be taken at the
meeting. No officer or director or shareholder has any interest in any matter to
be voted upon.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP
As of the call date of the meeting, October 26, 1998, the total number
of common shares outstanding and entitled to vote was 15,030,245.
The holders of such shares are entitled to one vote for each share held
on the record date. There is no cumulative voting on any matter on the agenda of
this meeting. No additional shares will be issued subsequent to call date and
prior to meeting.
<PAGE>
RECORD DATE
Stock transfer records will remain open. October 26, 1998, shall be
the record date for determining shareholders entitled to vote and receive notice
of the meeting.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth information as of October 26, 1998,
with respect to the shares of common stock of the Company owned by (i) owners of
more than 5% of the outstanding shares of common stock, (ii) each director of
the Company, and (iii) all directors and officers of the Company as a group.
Unless otherwise indicated, all shares are held by the person named and are
subject to sole voting and investment are by such person.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Title Name and Amount and Percent
of Address of Nature of of
Class Beneficial Owner Beneficial Interest Class
- -------------- ------------------------- -------------------- -------------
Common WCM Investments, Inc.* 1,017,116 6.7%
2350 Airport Freeway #660
Bedford, TX 76022
Common Robert Galoob 3,141,823 20.9%
President & Director
116 Stanyan
San Francisco, CA
Common David Galoob 3,781,823 25.2%
Secy/Treasurer & Director
116 Stanyan
San Francisco, CA
Common Stephen Petre 0 0%
Vice President
116 Stanyan
San Francisco, CA
Common Mark Hollo 1,820,000 12.1%
c/o Sands Brothers
90 Park Avenue
New York, NY 10016
Common Arch Angel** 1,580,000 10.5%
Holding Company, LLC
7 Park Avenue
White Plains, NY 10603
Common Martin Sands 910,000 6%
c/o Sands Brothers
90 Park Avenue
New York, NY 10016
<PAGE>
Common Steven Sands 910,000 6%
c/o Sands Brothers
90 Park Avenue
New York, NY 10016
Common Combined ownership of Officers
and Directors as a group 8,503,646 56.6%
</TABLE>
* WCM Investments, Inc. is beneficially owned by William C. Meier
** Arch Angel Holding Company, LLC is beneficially owned by
Stephen Petre, Vice President
VOTING REQUIRED FOR APPROVAL
I. One third of the shares of common stock outstanding at the record
date must be represented at the Special Meeting in person or by proxy in order
for a quorum to be present, but if a quorum should not be present, the meeting
may be adjourned without further notice to shareholders, until a quorum is
assembled. Each shareholder will be entitled to cast one vote at the Special
Meeting for each share of common stock registered in such shareholder's name at
the record date.
II. The Utah Corporation Act and the Articles of Incorporation require
that a majority of the outstanding shares present at the meeting vote in favor
of the proposed Amendment to the Articles of Incorporation to change the name to
WatchOut, Inc.
REMUNERATION AND OTHER TRANSACTIONS WITH MANAGEMENT
(a) Cash Compensation.
Compensation paid by the Company for all services provided during the
fiscal year ended December 31, 1997, (1) to each of the Company's two most
highly compensated executive officers whose cash compensation exceeded
$60,000.00 and (2) to all officers as a group is set forth below under
directors.
None.
(b) Compensation Pursuant to Plans. None.
(c) Other Compensation. None.
(d) Compensation of Directors. None.
Compensation paid by the Company for all services provided during the
period ended October 1, 1998, (1) to each of the Company's officers and
directors whose cash compensation exceeded $60,000.00 and (2) to all officers
and directors as a group is set forth below:
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name of Individual Capacities
Number of Persons in Cash Stock
In Group Which Served Compensation Compensation
- ---------------------- ---------------- ------------- -------------
Robert Galoob President 0 0
Director
David Galoob Secy/Treas. 0 0
Director
Stephen Petre V.P./Director 0 0
All officers and 0 0
directors as a group
to October 1, 1998
</TABLE>
AMENDMENTS TO CHARTER
I. CHANGE IN CORPORATE NAME
The Board is asking shareholders to authorize a name change of the
Corporation to WatchOut, Inc. and to approve an amendment to the Articles of
Incorporation to change the name to WatchOut, Inc.
BOARD OF DIRECTORS AND OFFICERS
The three persons listed below are Officers and the members of the
Board of Directors, serving until the next annual meeting.
ROBERT GALOOB, President and Director, obtained a B.S. from the University
of California at Berkeley in 1975. He was President and Director of Robert
Galoob, Inc. from 1989 to 1995. From 1995 to present he has been President and a
Director of Galoob Enterprises, Inc. now known as WATCHOUT!, Inc.
DAVID GALOOB, Secretary/Treasurer and Director, attended college at City
College of San Francisco, University of Oklahoma and University of Southern
California. From 1970 to 1991 he was employed Lewis Galoob Toys, Inc. in various
management positions including President, CEO, and Chairman of the Board. He
retired in 1991. From 1991 to 1996, we was co-president and co-chairman of the
board of the original San Francisco toymakers.
<PAGE>
STEPHEN J. PETRE, Vice President, is founder of Goldpoint, LLC and
President and CEO since 1996. Mr. Petre has 19 years of business experience
including extensive major account, international sales and marketing management,
in addition to international sourcing. Mr. Petre will be the vice president,
with responsibility for both WATCHOUT! and Goldpoint brands. Mr. Petre attended
the University of Denver and received a BSBA 1978.
INDEPENDENT PUBLIC ACCOUNTANTS
Michael B. Johnson & Company, of Denver, Colorado, has been engaged as
the Certifying accountants for the period through fiscal year 1998.
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matter appropriate for
shareholder action consistent with regulations of the Securities and Exchange
Commission. Should a shareholder intend to present a proposal at next year's
annual or any special meeting, it must be received by the secretary of the
Company, at 116 Stanyan, San Francisco, CA 94118, not later than 90 days prior
to the meeting, in order to be included in the Company's proxy statement and
form of proxy relating to that meeting. It is anticipated that the next annual
meeting will be held in November, 1999.
Dated: OCTOBER 26, 1998
By Order of the Board of Directors
/s/Robert Galoob
- ----------------------------------
Robert Galoob, President
