SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
PRELIMINARY COPIES OF INFORMATIONAL STATEMENT
PURSUANT TO SECTION 14 OF
The Securities Exchange Act of 1934
TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-13313
CIK: 0000754435
Colorado (36-3296861)
- -------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
c/o 10200 W. 44th Ave., #400, Wheat Ridge, CO 80033
- --------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(303) 422-8127
<PAGE>
TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
10200 W. 44th Ave. #400
Wheat Ridge, CO 80033
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 22, 1997
Notice is hereby given that the Special Meeting of Shareholders of
Teleconferencing Systems International, Inc., (hereinafter referred to as "the
Company") will be held at #400, 10200 W. 44th Avenue, Wheat Ridge, Colorado, at
9:00 a.m., local time, for the following purposes:
1. To authorize the Board of Directors to set a ratio for the reverse
split (pro-rata reduction of outstanding shares) of the issued and
outstanding common shares of the Company, such ratio not to exceed one
new share of common stock for 150 each shares of common stock now
issued and outstanding, to be determined by December 31, 1997.
2. To change the name of the Company at the discretion of the Board of
Directors.
The Board of Directors has fixed the closing of business on November 14,
1997, 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.
--------------------------------------------
Teleconferencing Systems International, Inc.
Robert Kropf, President
<PAGE>
INFORMATION STATEMENT
---------------------
TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
--------------------------------------------
10200 W. 44th Ave. #400
Wheat Ridge, CO 80033
SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD
DECEMBER 22, 1997
-----------------
This Informational Statement is being furnished to the shareholders of
Teleconferencing Systems International, Inc., a Colorado corporation, in
connection with the Special Meeting of Shareholders to be held at 9:00 a.m.,
MDT, December 22, 1997 at #400, 10200 W. 44th Avenue, Wheat Ridge, Colorado. The
Informational Statement is first being sent or given to shareholders on or about
____________________________, 1997.
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. ---
DISSENTERS' RIGHT OF APPRAISAL
The laws of the State of Colorado makes provisions for certain dissenters'
rights or right of appraisal in connection with the matters to be considered at
the Special Meeting of Shareholders. The failure of a shareholder to vote
against the proposal will not constitute a waiver of any rights otherwise
afforded to any such shareholder by the laws of the State of Colorado.
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, November 14, 1997, the total number of
common shares outstanding and entitled to vote was __________________.
<PAGE>
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.
RECORD DATE
Stock transfer records will remain open. November 14, 1997, 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 29, 1997, 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.
Title Name and Amount and Percent
of Address of Nature of of
Class Beneficial Owner Beneficial Interest Class
- ----- ---------------- ------------------- -----
Common Treleven, Ltd. 30,636,000 73%
Belair
21 Middle Road
Warwick, Bermuda
Common Marshall Kaye None 0%
"Hampton"
Coombe Ridings,
Kingston upon Thames,
Surrey, KT2 7JT
Common David Innes None 0%
Flat 2 Whitehall,
9-11 Bloomsbury Square
London WC1A 2LP
Common Combined ownership as a group 73%
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.
<PAGE>
II. The Colorado Corporation Act and the Articles of Incorporation require
that 67 2/3 of the outstanding shares vote in favor of the proposed Amendment to
the Articles of Incorporation reducing authorized shares and the pro rata
reverse split of the issued and outstanding shares. (See "Changes in Corporate
Capitalization").
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, 1996, (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 29, 1997, (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:
Name of Individual Capacities
Number of Persons in Cash Stock
in Group Which Served Compensation Compensation
- -------------------- ------------ ------------ ------------
David Innes President 0 0
Marshall Kaye Secretary 0 0
All officers and
directors as a group 0 0
to October 29, 1997
AMENDMENTS TO CHARTER AND
CHANGES IN CORPORATE CAPITALIZATION
I. CHANGE OF OUTSTANDING SHARES
The Board of Directors of the Company is asking stockholders to authorize a
reverse split of the Company's issued and outstanding common shares. The Board
of Directors will be authorized to determine the ratio for the reverse split
(pro-rata reduction in outstanding shares), such ratio not to exceed 1 new
<PAGE>
common stock share for every 150 shares of common stock issued and outstanding
in the hands of shareholders. The Board of Directors shall be authorized to set
such ratio in its discretion based upon factors including but not limited to:
a) NASDAQ listing requirements
b) then current trading price of the shares
c) asset values of the Company
d) advice of investment banking community
e) potential mergers
The Board of Directors shall make such determination of reverse split on or
before December 31, 1997. The Board believes that such reverse split of the
Company's capital shares will lend itself better to the Company's organization
and capitalization and allow it to find an acquisition or merger candidate.
II. CHANGE IN CORPORATE NAME
The Board is asking shareholders to authorize a name change of the
Corporation to GS Telecom, Limited and to approve an amendment to the Charter
Articles of Incorporation to change the name to GS Telecom, Limited.
BOARD OF DIRECTORS AND OFFICERS
The two persons listed below are Officers and the members of the Board of
Directors, serving until the next annual meeting.
David Innes, age 63, is a fellow of the Institute of Chartered Accountants
in England and Wales. He qualified in 1957. He was a director of ABACA Group,
PLC from 1990-1992. From 1992 until 1996, he orchestrated and co-managed the
privatization of Elit Ruhagyar Rt, a Hungarian clothing manufacturer. He is the
Chairman of his own management consultant company, AKS Management Services,
Ltd., since 1975. He has been Director and Chief Executive of GS Telecom Ltd.
since June, 1997.
Marshall Kaye, age 73, obtained a degree in Physics in 1943 and studied
toward a further degree in Economics at Oxford University. Mr. Kaye has been the
Chairman of Cadmus Newsletters, Ltd. in England, publishers of Parliamentary and
European government specialized newsletters from 1987 to present. He has been
Chairman of Rodney Deitch Associates (England) since 1987, a government
relations consultant. In 1995, Mr. Kaye became Chairman of Advanced Valve
Technologies in England, a composite value manufacturer. From 1985 to 1991 he
was Chairman of G.H. Zeal, Ltd. in England, a manufacturer of thermometers and
scientific instruments.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Gaylen R. Hansen, CPA, of Greenwood Village, Colorado, has been engaged as
the Certifying accountants for the period through fiscal year 1997.
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 10200 W. 44th Ave. #400, Wheat Ridge, CO 80033, 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 December, 1998.
Dated: November 11, 1997
-----------------
By Order of the Board of Directors
- -----------------------------------
Robert Kropf, President
