UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT
PURSUANT TO SECTION 14A
of the
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only [as permitted by
Rule 14a-6(e)(2)]
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
CYBERAMERICA CORPORATION
------------------------
(Name of Registrant as Specified in its Charter)
N/A
-------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
--------------------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11. 1) Title of each class of securities to
which transaction applies: 2) Aggregate number of securities
to which transaction applies: 3) Per unit price or other
underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction: 0
5) Total fee paid: $0.00
[ X ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
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CYBERAMERICA CORPORATION
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Telephone (801) 575-8072
October 18, 2000
Dear Stockholder:
You are cordially invited to attend a special meeting of stockholders of
CyberAmerica Corporation to be held at 10:00 a.m. on Wednesday the 6th of
December, 2000 at 268 West 400 South, Suite 300, Salt Lake City, Utah 84101.
The accompanying Notice of Special Meeting and Proxy Statement describe the
specific matters that will be acted upon. In addition to these matters, we will
report on our progress and provide an opportunity for questions of general
interest to our stockholders.
Whether or not you plan to attend in person, it is important that your shares be
represented at the Special Meeting. PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD
IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE. The board of directors unanimously
recommends that the stockholders vote "FOR" on each of the matters on the proxy
card. Thank you.
Sincerely,
/s/ Richard D. Surber
-----------------------------
Richard D. Surber
Chairman of the Board
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CYBERAMERICA CORPORATION
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Telephone (801) 575-8072
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
A Special Meeting of Stockholders of CyberAmerica Corporation will be held at
268 West 400 South, Suite 300, Salt Lake City, Utah at 10:00 a.m. on Wednesday,
the 6th of December, 2000. At the Special Meeting, stockholders will vote on the
following matter:
(1) Changing the name of the Corporation from CyberAmerica Corporation to
Axia Group, Inc., and approving the required amendment to the Articles
of Incorporation and other actions necessary to complete the change of
name.
(2) Election of Richard Surber as Chairman of the board of directors,
election of Adrienne Bernstein to the board of directors, election of
Gerald Einhorn to the board of directors, and election of John E. Fry,
Jr. to the board of directors.
Only stockholders of record at the close of business on October 18, 2000 are
entitled to notice of, and to vote at, the meeting and any adjournments thereof.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY IMMEDIATELY IN THE ACCOMPANYING
POSTAGE-PAID ENVELOPE TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE SPECIAL
MEETING OF STOCKHOLDERS. EVEN IF YOU PLAN TO ATTEND THE MEETING, WE REQUEST YOU
TO COMPLETE AND RETURN THE ENCLOSED PROXY CARD.
Of course, if you attend the meeting in person, you may vote your shares
personally, even if you have already returned your Proxy. You may revoke your
Proxy at any time before the meeting either in writing or by personal
notification.
By Order of the Board of Directors
/s/ Gerald Einhorn
------------------
Gerald Einhorn, Corporate Secretary
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CYBERAMERICA CORPORATION
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Telephone (801) 575-8072
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished in connection with the Solicitation of proxies
for use at the Special Meeting of Stockholders (the "Meeting") of CyberAmerica
Corporation (the "Company") to be held on Wednesday, the 6th of December, 2000
at 10:00 a.m. local time at 268 West 400 South, Suite 300, Salt Lake City, Utah,
and at any and all adjournments thereof. The accompanying proxy is solicited by
the board of directors of the Company and is revokable by the stockholder
anytime before it is voted. For more information concerning the procedure for
revoking the proxy, see "General." This Proxy Statement is first being mailed to
stockholders on or about November 3, 2000.
Only stockholders of record at the close of business on October 18, 2000 are
entitled to notice of, and to vote at, the meeting. At the record date, there
were 3,291,705 shares of the Company's common stock outstanding and each share
is entitled to one vote at the meeting.
Any properly executed proxy returned to the Company will be voted in accordance
with the instructions indicated on thereon. If no instructions are marked with
respect to the matters to be acted upon, each such proxy will be voted in
accordance with the recommendations of the board of directors set forth in this
Proxy Statement.
Matter to be Considered at the Meeting
Stockholders will be asked to consider and act upon two proposals at the
meeting. The first proposal is to change the name of the Corporation from
CyberAmerica Corporation to Axia Group, Inc. The primary purpose of such a
change is to move away from the identification of the Corporation with internet
or web activity and establish a new name identification with the real estate and
financial consulting communities. The name change would not involve any change
in the current business, properties, management or capital structure of the
Company.
The second proposal is the election of the members of the board of directors.
Four of the five current directors are standing for re-election and have the
support of current management in their re-election.
Record Date and Voting Securities
The Company's securities entitled to vote at the meeting consist of common
stock, par value $0.001 per share. Only stockholders of record at the close of
business on October 18, 2000 are entitled to notice of and to vote at the
meeting. At the record date, the Company had outstanding 3,291,705 shares of
common stock which were owned by approximately 830 stockholders of record.
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Each holder of record of common stock on the record date is entitled to one vote
per share on the proposals presented at the meeting, exercisable in person or by
proxy. The presence in person or by proxy of a majority of the outstanding
shares of common stock entitled to vote is necessary to constitute a quorum at
the Meeting. Assuming a quorum is present, the affirmative vote of the holders
of a majority of the shares of common stock issued and outstanding present in
person or represented by proxy is required for approval of any proposal to be
voted upon at the meeting.
Any properly executed proxy returned to the Company will be voted in accordance
with the instructions indicated on thereon. If no instructions are marked with
respect to the matters to be acted upon, each such proxy will be voted in
accordance with the recommendations of the board of directors set forth in this
Proxy Statement.
QUORUM AND VOTES REQUIRED
The quorum necessary to conduct business at the special meeting consists of the
holders of a majority of the shares entitled to vote at the special meeting,
represented in person or by proxy. If there are not sufficient votes in
attendance at the meeting in person or by proxy for approval of any matters to
be voted upon at the special meeting, the special meeting may be adjourned to
permit further solicitation of proxies.
On the record date, directors and officers beneficially owned 279,912 shares of
common stock. This represents 10% of the voting stock. These parties have
indicated that they intend to vote for the proposed change of name and for the
election of the four current members of the board of directors to new terms in
office.
Shares abstaining or withheld from voting, as well as broker "non-votes," are
counted as shares represented at the special meeting in order to determine a
quorum, but will not be counted as votes cast in favor of the proposals.
Therefore, abstentions and votes withheld, as well as broker "non-votes," will
have the effect of a vote against the proposals. The term broker "not-votes"
refers to shares held by brokers and other nominees or fiduciaries that are
present at the special meeting, but are not voted on a particular matter because
those persons are precluded from exercising their voting authority because of
the matter's non-routine matter.
SOLICITATION PROCEDURES
Proxies will be solicited primarily by mail; however, our employees may also
solicit proxies in person or otherwise. We will not pay employees for these
services. We are requesting certain holders of record, including brokers,
custodians and nominees, to distribute proxy materials to beneficial owners and
to obtain the beneficial owners' instructions concerning the voting of proxies.
We will pay all costs of the proxy solicitation, and will reimburse brokers and
other persons for the expenses they incur in sending proxy materials to
beneficial owners.
The costs of soliciting proxies will be paid by the Company (estimated to be
under $10,000). In addition to the use of the mails, proxies may be personally
solicited by directors, officers or regular employees of the Company (who will
not be compensated separately for their services) by mail, telephone, telegraph,
cable, or personal discussion. The Company will also request banks, brokers, and
other custodians, nominees and fiduciaries to forward proxy materials to the
beneficial owners of stock held of record by such persons and request authority
for the execution of proxies. The Company will reimburse such entities for
reasonable out-of-pocket expenses incurred in handling proxy materials for the
beneficial owners of the Company's common stock.
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Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted by delivering to the Secretary of the
Company a written notice of revocation bearing a later date than the proxy, by
duly executing a subsequent proxy relating to the same shares, or by attending
the meeting and voting in person. Attendance at the meeting will not in itself
constitute revocation of a proxy unless the stockholder votes their shares of
common stock in person at the meeting. Any notice revoking a proxy should be
sent to the Company, attention Kevin Schillo, at CyberAmerica Corporation, 268
West 400 South, Suite 300, Salt Lake City, Utah 84101.
All shares represented at the meeting by a proxy will be voted in accordance
with the instructions specified in that proxy. Proxies received and marked
"Abstain" as to any particular proposal, will be counted in determining a
quorum, however, such proxies will not be counted for the vote on that
particular proposal. A majority of the shares represented at the meeting is
required to ratify any proposal presented. If no instructions are marked with
respect to the matters to be acted upon, each proxy will be voted FOR the matter
to be voted upon.
Please complete, date, sign and return the accompanying proxy promptly.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WE URGE YOU TO COMPLETE,
DATE, SIGN AND RETURN THE ACCOMPANYING PROXY, NO MATTER HOW LARGE OR SMALL YOUR
HOLDING MAY BE.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the ownership of
the Company's common stock as of October 18, 2000, with respect to: (i) each
person known to the Company to be the beneficial owner of more than five percent
of the Company's common stock; (ii) all directors; and (iii) directors and
executive officers of the Company as a group. The notes accompanying the
information in the table below are necessary for a complete understanding of the
figures provided below. As of October 18, 2000, there were 3,291,705 shares of
common stock issued and outstanding.
<TABLE>
<CAPTION>
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
=====================================================================================================================
<S> <C> <C> <C>
Common Stock Richard Surber 198,364 6.02%
($0.001 par value) 268 West 400 South, Suite 306
Salt Lake City, Utah 84101
Common Stock John E. Fry, Jr. 67,844 2.06%
($0.001) par value 268 West 400 South, #300
Salt Lake City, UT 84101
Common Stock Adrienne Bernstein 13,704 0.4%
($0.001) par value 268 West 400 South, #300
Salt Lake City, UT 84101
Common Stock Gerald Einhorn 0 0%
($0.001) par value 268 West 400 South, #300
Salt Lake City, Ut 84101
Common Stock Nathan Henin 0 0%
($0.001) par value 268 West 400 South, #300
Salt Lake City, UT 84101
Common Stock Directors and Executive Officers as 279,912 8.5%
($0.001) par value a Group
=====================================================================================================================
</TABLE>
Executive Compensation
No compensation in excess of $100,000 was awarded to, earned by, or paid to any
executive officer or employee of the Company, other than Richard Surber, during
the years 1997 through 1999. The following table and the accompanying notes
provide summary information for each of the last three fiscal years concerning
cash and non-cash compensation paid or accrued by Richard Surber, the Company's
chief executive officer for the past three years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Awards Payouts
Restricted Securities
Name and Principal Other Annual Stock Underlying LTIP All Other
Position Year Salary Bonus Compensation Award(s) Options payouts Compensation
($) ($) ($) ($) SARs(#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard D. Surber, 2000(1) 58,752 27,000(2) - - - - -
Chief Executive 1999 79,855 68,743(3) - - - - -
Officer 1998 45,008 500 - - - - -
1997 38,000 1,787
</TABLE>
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
(Individual Grants)
Percent of total Exercise or
Number of Securities Underlying options/SARs granted to base price Expiration
Name Opitions/SARs granted (#) employees in fiscal year ($/Sh) date
====================================================================================================================================
<S> <C> <C> <C> <C>
Richard D. Surber, 200,000 53.76% $0.9688 9/26/05
CEO & President
</TABLE>
Compensation of Directors
The Company's directors are each compensated through the payment of $300 for
each meeting of the board of directors which they attend. This constitutes the
sole consideration paid to the Company's directors for their services as
directors.
---------------------
(1) Estimate for year 2000.
(2) Stock options awarded to Mr. Surber on September 26, 2000, 100,000
shares fully vested at a price of $0.9688 and 100,000 shares vesting on
September 30, 2001 at a price of $0.9688, pursuant to the Company's stock bonus
plan for the year 2000.
(3) Richard Surber received shares of stock in various client companies
during 1999. These shares were shares of client companies for which consulting
work was done by subsidiaries of the Company. The shares paid to Mr. Surber as
part of his overall compensation from the Company in 1999. The shares were
received by the Company's subsidiaries for services rendered to the client
companies.
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PROPOSAL ONE
CHANGING THE COMPANY'S NAME FROM CYBERAMERICA CORPORATION TO
AXIA GROUP, INC.
At the special meeting, shareholders of CyberAmerica Corporation common stock
will be asked to vote upon a change of the name of the Corporation to Axia
Group, Inc.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL TO
CHANGE THE NAME OF THE CORPORATION FROM CYBERAMERICA CORPORATION TO AXIA GROUP,
INC.
REASONS FOR PROPOSED NAME CHANGE
The primary purpose of such a change is to move away from the identification of
the Corporation with internet or web activity and establish a new name
identification with the real estate and financial consulting communities. The
name change would not involve any change in the current business, properties,
management or capital structure of the Company.
RECOMMENDATION OF THE BOARD OF DIRECTORS
FOR THE REASONS STATED ABOVE, THE BOARD OF DIRECTORS OF THE COMPANY BELIEVES
THAT THE NAME CHANGE PROPOSED IS DESIRABLE AND IN THE BEST INTERESTS OF THE
COMPANY'S SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" SUCH PROPOSAL.
PROPOSAL TWO
THAT RICHARD D. SURBER, ADRIENNE BERNSTEIN, GERALD EINHORN AND JOHN E. FRY,
JR. BE ELECTED TO THE BOARD OF DIRECTORS OF THE CORPORATION.
At the special meeting, shareholders of CyberAmerica Corporation common stock
will be asked to vote upon the election of not less than four members of the
board of directors, four members of the current board are standing for election
to the board. Information on each of these persons follows:
Richard D. Surber, 27 was appointed to the Company's board of directors in June
1992 and was appointed its chief executive officer in March 1994. He was
appointed as the Company's president on May 6, 1996 and served a prior term as
the Company's president from March 1994 to August 1995. Mr. Surber was the
Company's secretary from June 1992 to March 1994. Mr. Surber graduated from the
University of Utah with a Bachelor of Science degree in Finance and then with a
Juris Doctorate with an emphasis in corporate law; including securities,
taxation, and bankruptcy.
He has been an officer and director of several public companies which include:
Chattown.com Network (f.k.a.Vaxcel, Inc.), which is unrelated to the Company
(president and director form June, 1999 to April 10, 2000); Chattown.com
Network, Inc. is an internet company; Kelly's Coffee Group, Inc., a company that
owns through a subsidiary an office building in Wichita, Kansas (president and
director from May, 1999 to the present); Innovative Property Development
Corporation (n.k.a. ChinaMallUSA.com., Inc.) a former subsidiary of the Company;
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currently a non-reporting Chinese Internet company (president and director from
1992 to June, 1999); Area Investment Development Company ("AIDC"), a company
unrelated to the Company (president and director 1994-1996), AIDC has recently
acquired an Internet company whose content revolves around religious events;
Youthline USA, Inc., (f.k.a. Ult-i-Med Health Centers, Inc.), a company that
acquired an educational company which distributes education newspapers to
children in grades K-12 (secretary and director from April 6, 1999 to July
29,1999); Power Exploration, Inc. an oil and gas company (director January 28,
2000 to June 23, 2000) the Company has a minority interest in Power; Cathay
Online f/k/a/ Premier Brands, Inc., an internet company (president and director
April, 1998 - September, 1998); and Golden Opportunity Development Corporation
("GODC"), a majority owned subsidiary of the Company, (president and director
from September, 1999 to present). GODC's operations consist of operating a 134
room motel in Baton Rouge, Louisiana. Mr. Surber is also serving as officer and
director of several fully reporting shell companies, in which the Company has
significant ownership interests.
Gerald Einhorn, 60 was appointed in October, 1998 as a Director, Vice-President
and Secretary of the Company. He has been employed by the Company in its legal
department since February 1996 as an attorney, working in the areas of real
estate, corporate and securities matters. Prior to that time Mr. Einhorn was
self employed for more than 20 years in Long Island, New York as a wholesale
distributor of fresh produce and frozen foods to retail and institutional end
users. He is a member of the New York Bar and practiced law in New York State
for a period of 10 years before entering the food distribution business.
Adrienne Bernstein, 54 was appointed to the board of directors in September
1996. From 1988 to 1994, Ms. Bernstein was the assistant director of the human
resources department for the Love Stores, a chain of retail health and beauty
stores. In this capacity, Ms. Bernstein was responsible for hiring and training
all employees and for preparing management and employee seminars. Prior to her
position with the Love Stores, Ms. Bernstein served as a vice president for
Leucadia National Corporation, a publicly traded company specializing in
finance, insurance, and manufacturing. In this capacity, Ms. Bernstein's primary
emphasis involved real estate management and sales activities.
John E. Fry, Jr.,66 was appointed to the board of directors on May 19, 2000. Mr.
Fry has served as an independent consultant to the Company for the past three
years. He worked for Firestone Tire Company for over 35 years, retiring from a
position as a vice-president with Firestone. He currently works as a business
consultant and as a director for various other corporations.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL TO
ELECT THE FOUR CURRENT MEMBERS OF THE BOARD OF DIRECTORS STANDING FOR
RE-ELECTION TO THE BOARD OF DIRECTORS FOR NEW TERMS.
During the past year the Company's board of directors has held three meetings,
either in person or with certain directors attending by telephone. Each director
attended each of the meetings of the board of directors, with the exception of
Mr. Fry who missed one meeting. The board of directors has no standing
committees at the present time.
OTHER MATTERS
The board of directors is not aware of any other matters to be presented for
action at the meeting. However, if any other matters properly come before the
meeting, the persons named in the enclosed proxy will vote in accordance with
their best judgment.
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COMPANY AND FINANCIAL INFORMATION
THE COMPANY WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES WITH A COPY OF
ITS ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE COMPANY'S MOST RECENT FISCAL YEAR, AND ITS MOST RECENT
QUARTERLY REPORT ON FORM 10-QSB, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE COMPANY'S MOST RECENT QUARTER, WITHOUT CHARGE, UPON RECEIPT
OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST SHOULD BE DIRECTED TO CHIEF
FINANCIAL OFFICER, CYBERAMERICA CORPORATION, 268 WEST 400 SOUTH, SUITE 300, SALT
LAKE CITY, UTAH 84101.
By Order of the Board of Directors
/s/ Gerald Einhorn
------------------------
Gerald Einhorn
Secretary
Salt Lake City, Utah
October 18, 2000
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CYBERAMERICA CORPORATION
268 West 400 South
Suite 300
Salt Lake City, Utah 84101
Telephone (801) 575-8072
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
The undersigned hereby constitutes and appoints Richard D. Surber and Gerald
Einhorn, with power of substitution, the proxies of the undersigned to attend
the special meeting of the stockholders of CyberAmerica Corporation on December
6, 2000, and any adjournment thereof, and to vote in his, her or its place or
stead the stock of the corporation held of record name by the undersigned.
1. Proposal to empower the board of directors to take the necessary
corporate action to change the name of the Corporation to: Axia Group,
Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. A. For the election of Richard D. Surber as a member and chairman of
the board of directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
B. For the election of Adrienne Bernstein as a member of the board of
directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
C. For the election of Gerald Einhorn as a member of the board of
directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
D. For the election of John E. Fry, Jr. as a member of the board of
directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. IF NO SPECIFIC DIRECTIONS ARE GIVEN, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 AND 2.
-------------------------------- -------------------------------------
Print Name Signature of Stockholder
-------------------------------- -------------------------------------
Number of Shares Signature if Held Jointly
-------------------------------------
Date
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Please sign exactly as name appears on the certificate or certificates
representing shares to be voted by this proxy. When signing as executor,
administrator, attorney, trustee or guardian, please give full titles as such.
If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized persons.
SEND PROXIES TO:
Kevin Schillo
c/o CyberAmerica Corporation
268 West 400 South, Suite300
Salt Lake City, Utah 84101
CYBERAMERICA CORPORATION
(a Nevada corporation)
By: /s/ Richard D. Surber
---------------------------------------
Richard D. Surber, President and CEO
By: /s/ Gerald Einhorn
-------------------------------------
Gerald Einhorn, Secretary
11
