Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
(X) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only(as permitted by
Rule 14 a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
NOVA NATURAL RESOURCES CORPORATION
__________________________________
(Name of Registrant as Specified In Its Charter)
_______________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and Q-11.
1) Title and 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:
5) Total fee paid:
( ) Fee paid previously with preliminary materials
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 9-11(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 Statement No:
3) Filing Party:
4) Date Filed:
<PAGE>
NOVA NATURAL RESOURCES CORPORATION
P.O. BOX 460748
GLENDALE, COLORADO 80246
720-524-1363
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 15, 2000
November 10, 2000
To the Shareholders of Nova Natural Resources Corporation:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Nova
Natural Resources Corporation, a Colorado corporation (the "Company"), will
be held at 950 South Cherry Street, Suite 900, Denver, Colorado, on the
15th day of December, 2000, at 10:00 a.m., local time, for the following
purposes:
1. To amend the Company's Articles of Incorporation to increase the
number of shares of Common Stock, $.10 par value, the Company is
authorized to issue from 17,000,000 to 300,000,000 shares.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Owners of Common and Preferred Stock of the Company of record at the close
of business on October 30, 2000, will be entitled to vote at the meeting.
Whether or not you plan to attend the meeting, please date, sign and mail
the enclosed proxy in the envelope provided. Thank you for your
cooperation.
By Order of the Board of Directors
Brian B. Spillane
Chief Executive Officer and President
___________________________________________________________________
PLEASE SIGN AND MAIL THE ENCLOSED PROXY
IN THE ACCOMPANYING ENVELOPE
NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES
___________________________________________________________________
<PAGE>
NOVA NATURAL RESOURCES CORPORATION
P.O. BOX 460748
GLENDALE, COLORADO 80246
720-524-1363
November 10, 2000
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
Nova Natural Resources Corporation on December 15, 2000, at 10:00 a.m., at
950 South Cherry Street, Suite 900, Denver, Colorado. We look forward to
greeting those shareholders who are able to attend.
At the meeting, you are being asked to amend the Company's Articles of
Incorporation to increase the number of Shares of Common Stock, $.10 par
value, the Company is authorized to issue from 17,000,000 to 300,000,000
shares.
It is very important that your shares are represented and voted at the
meeting, whether or not you plan to attend. Accordingly, please sign, date
and return your proxy in the enclosed envelope at your earliest
convenience.
Your interest and participation in the affairs of the Company are greatly
appreciated. Thank you for your continued support.
Sincerely,
Brian B. Spillane
Chief Executive Officer and President
<PAGE>
PRELIMINARY PROXY MATERIALS
NOVA NATURAL RESOURCES CORPORATION
P.O. BOX 460748
GLENDALE, COLORADO 80246
-----------------
PROXY STATEMENT
-----------------
SPECIAL MEETING OF SHAREHOLDERS
-----------------
To Be Held December 15, 2000
-----------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Nova Natural Resources Corporation (the
"Company") of proxies for use at a Special Meeting of the Shareholders of
the Company to be held on December 15, 2000, at 10:00 a.m., Mountain
Standard Time, at 950 South Cherry Street, Suite 900, Denver, Colorado.
This Proxy Statement and the accompanying form of Proxy were mailed to the
Company's Shareholders on or about November 10, 2000.
If the accompanying Proxy form (Attachment No.1) is signed, dated and
returned, the shares represented thereby will be voted in accordance with
the specifications therein. If no choice is specified, the shares will be
voted FOR the amendment of the Company's Articles of Incorporation to
increase the number of shares of Common Stock, $.10 par value, the Company
is authorized to issue from 17,000,000 to 300,000,000 shares. Your
executed Proxy may be revoked at any time before it is exercised by filing
with the Secretary of the Company, P.O. Box 460748, Glendale, Colorado, 80246,
a written notice of revocation or a duly executed Proxy bearing a later date.
The execution of the enclosed Proxy will not affect your right to vote in
person should you find it convenient to attend the Special Meeting and
desire to vote in person. To the Company's knowledge, those Directors of
the Company who are identified on the Proxy form, intend to vote for the
amendment of the Company's Articles of Incorporation.
SOLICITATION OF PROXY
The expense of soliciting these Proxies will be borne by the Company. It
is contemplated that the Proxies will be solicited principally through the
use of the mails, but officers and regular employees of the Company may
solicit Proxies personally, by telephone or by special letter. Although
there is no formal agreement to do so, the Company may reimburse banks,
brokerage houses and other custodians, nominees and fiduciaries for their
reasonable expenses of forwarding Proxy materials to their principals.
VOTING SECURITIES AND PRINCIPAL HOLDERS OF SUCH SECURITIES
On October 30, 2000, the record date for determination of Shareholders
entitled to vote at the Special Meeting of Shareholders, 13,254,033 shares
of the Company's Common Stock and 1,792,267 shares of the Company's Convertible
Preferred Stock , $1.00 par value, were outstanding. Each share of Common
Stock is entitled to one vote, and one share of Convertible Preferred Stock
is entitled to two votes on all matters voted upon the Special Meeting.
The presence, in person or by proxy, of a majority of the outstanding
shares of Common and Preferred Stock in the aggregate is necessary to
constitute a quorum at the Meeting. Any votes withheld from voting
(whether by abstention, broker non-votes or otherwise) will not be counted
and will have no legal effect on the vote.
The following table sets forth the only persons known to the Company, as of
October 30, 2000, to own beneficially more than 5% of the Company's
Preferred Stock and of the Company's Common Stock, its only classes of
issued and outstanding voting securities. Except as otherwise noted in the
footnotes to the table, each person named has sole voting and investment
powers relating to such shares.
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
___________________ ____________________ ________________
Preferred Stock
_______________
Robert E. McDonald 794,421 (1) 44.3%
P.O. Box 1022
585 North 300 West
Beaver, UT 84713
Karen McDonald 794,420 (2) 44.3%
2575 Corte Casitas
Carlsbad, CA 92009
Brian B. Spillane 203,426 (5) 11.4%
P.O. Box 460748
Denver, CO 80246-0748
Common Stock
____________
Robert E. McDonald 967,038 (1) 7.3%
P.O. Box 1022
585 North 300 West
Beaver, UT 84713
Karen McDonald 602,037 (2) 4.5%
2575 Corte Casitas
Carlsbad, CA 92009
James R. Schaff 1,108,400 (3) 8.4%
P.O. Box 460748
Glendale, CO 80246-0748
Milton O. Childers 1,417,931 (4) 10.7%
17939 E. Brown Place
Aurora, CO 80013
Brian B. Spillane 1,704,276 (5) 12.9%
P.O. Box 460748
Glendale, CO 80246-0748
(1) The preferred and common shares are held by the REM Family
Trust, in which Mr. McDonald is the Trustee. Includes
options held by two officers and directors and one director
of the Company to purchase an aggregate of 561,788 shares
of Common Stock directly from Mr. McDonald, all exercisable
at $.10 per share at any time on or before April 3, 2003.
Includes 117,187 shares which were issued to Mr. McDonald
in August 1999 upon his acceptance of an offer by the
Company to cancel $9,375 of convertible subordinated
debentures, and replace them with 117,187 shares of Common
Stock and a secured note in the amount of $4,687.50. The note
has been paid in full. Includes 365,000 shares issued to Mr.
McDonald for services and in recognition of Mr. McDonald's
personal guarantee of the Company's line of credit along with
Mr. Spillane over the past two years, for which he received
no compensation.
(2) The preferred and common shares are held by the Karen
McDonald Trust, in which Ms. McDonald is Trustee. Includes
options held by two officers and one director of the Company
to purchase an aggregate of 561,787 shares of common stock
directly from Ms. McDonald, all exercisable at $.10 per share
at any time on or before April 3, 2003. Includes 117,187
shares which were issued to Ms. McDonald in August 1999 upon
her acceptance of an offer by the Company to cancel $9,375
of convertible subordinated debentures, and replace them with
117,187 shares of common stock and a secured note in the
amount of $4,687.50. The note has been paid in full.
(3) Consists of 254,030 shares vested in his account under
the ESOP plan. Includes 39,063 shares which were issued to
Mr. Schaff in August 1999 upon his acceptance of an offer by
the Company to cancel $3,125 of convertible subordinated
debentures, and replace them with 39,063 shares of common
stock and a secured note in the amount of $1,562.50.
The note has been paid in full. Includes 755,000 shares
issued to Mr. Schaff January 6, 2000, in exchange for
services for which he received no compensation.
(4) Consists of 225,154 shares owned by Mr. Childers, 4,843
shares held by Mr. Childers' wife and 395,747 shares vested
under the ESOP, but does not include options to purchase
186,789 shares directly from Mr. McDonald, and options to
purchase 186,788 shares from Ms. McDonald. Includes 117,187
shares which were issued to Mr. Childers in August 1999 upon
his acceptance of an offer by the Company to cancel $9,375
of convertible subordinated debentures, and replace them
with 117,187 shares of common stock and a secured note in
the amount of $4,687.50. The note has been paid in full.
Includes 675,000 shares issued to Mr. Childers January 6,
2000 in exchange for services for which he received no
compensation.
(5) Consists of 597,086 shares vested in his account under the
ESOP, but does not include options owned by Mr. Spillane to
purchase 250,000 shares directly from Mr. McDonald, options
to purchase 250,000 shares directly from Ms. McDonald.
Includes 156,248 shares which were issued to Mr. Spillane in
August 1999 upon his acceptance of an offer by the Company
to cancel $12,500 of convertible subordinated debentures,
and replace them with 156,248 shares of Common Stock and a
secured note in the amount of $6,250. The note has been
paid in full. Includes 835,000 shares issued to Mr.
Spillane January 6, 2000 in recognition of Mr. Spillane's
personal guarantee of the Company's line of credit and his
providing collateral for such line of credit over the past
two years, and for services for which he received no
compensation.
The following table shows, at October 30, 2000, the shares of the
Company's outstanding Common Stock, $.10 par value (13,254,033
shares), beneficially owned by each of the officers and directors
of the Company and the shares beneficially owned by all of the
officers and directors as a group. Except as otherwise noted in
the footnotes to the table, each person named has sole voting and
investment powers related to his shares.
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Robert E. McDonald 967,038 (1) 7.3%
Brian B. Spillane 1,704,276 (2) 12.9%
Milton O. Childers 1,417,931 (3) 10.7%
Robert W. Meier 586,303 (4) 4.4%
John R. Parker 423,125 (5) 3.2%
All Directors and Officers
as a group (5 persons) 5,098,673 38.5%
(1) See note (1) of the preceding table.
(2) See note (5) of the preceding table.
(3) See note (4) of the preceding table.
(4) Includes 78,125 shares which were issued to Mr. Meier in
August 1999 upon his acceptance of an offer by the
Company to cancel $6,250 of convertible subordinated
debentures, and replace them with 78,125 shares of
Common Stock and a secured note in the amount
of $3,125. The note has been paid in full. Includes
315,000 shares issued to Mr. Meier January 6, 2000 in
exchange for services for which he received no
compensation.
(5) Does not include options owned by Mr. Parker to purchase
125,000 shares directly from Mr. McDonald, and options
to purchase 125,000 shares directly from Ms. McDonald.
Includes 78,125 shares which were issued to Mr. Parker
in August 1999 upon his acceptance of an offer by the
Company to cancel $6,250 of convertible subordinated
debentures, and replace them with 78,125 shares of
common stock and a secured note in the amount of $3,125.
The note has been paid in full. Includes 345,000 shares
issued to Mr. Parker January 6, 2000 in return for
services to the Company, including assistance in
obtaining drilling participants and participants in a
financing, for which he received no compensation.
The following table shows as of October 30, 2000, the shares of
the Company's Common Stock which would be held by Officers and
Directors, $.10 par value, assuming full conversion of the
Preferred Stock, and full exercise of all options. There are no
outstanding Company options. The only options held are personal
options held by Messrs. Childers, Parker and Spillane from Mr.
McDonald and Ms. McDonald.
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Robert E. McDonald 1,994,091 11.8%
Brian B. Spillane 2,611,128 15.5%
Milton O. Childers 1,791,508 10.6%
Robert W. Meier 586,303 3.5%
John R. Parker 673,125 4.0%
All Directors and Officers
as a group (5 persons) 7,656,155 45.5%
If full conversion of all outstanding shares of Convertible
Preferred Stock and options occurred, the Company would have
outstanding 16,838,567 shares of its Common Stock.
<PAGE>
AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION
Proposal
________
The Company's Board of Directors has recommended and proposes
that the Company's Articles of Incorporation be amended to
increase the number of shares of Common Stock, $.10 par value,
the Company is authorized to issue from 17,000,000 shares, as
currently authorized, to 300,000,000 shares. NO other provision
of the Company's Articles of Incorporation will be changed upon
approval by the Company's shareholders of the proposed amendment.
Background of the Proposed Amendment
____________________________________
During fiscal 1999, management of the Company determined that the
Company could not operate profitably because of a lack of capital
from operations and other sources, an inability to attract
industry partners to fund and operate the Company's principal
assets, and the general economic conditions of the industries in
which the Company operated. Management determined that the
Company would be more valuable, and the interests of its
shareholders would be better served, by the sale, reassignment,
and abandonment of the Company's assets and marketing of the
Company as a "shell". In this fashion, management believes that
it may obtain for the Company's shareholders a minority interest
in a company with more substantial assets, operations and
prospects. In exchange, such a merger partner will become a
public company and obtain liquidity for its shares.
During fiscal year 2000, the Company has disposed of virtually
all of its oil and gas properties and moved its offices to
smaller, less expensive quarters. The sale of the Company's
assets was undertaken in the ordinary course of its business,
which, over time, has included purchases and sales of such
interests and properties. Currently, the Company owns small
interests in certain oil and gas leases which it has agreed to
sell. In addition, the Company owns certain paper grade
kaolin mining leases in Minnesota. The Company offered to
transfer those leases to a company with whom it had a venture
agreement which afforded an option to own the mining leases. The
venture partner refused the transfer of the leases and terminated
the agreement under which they were offered. The Company's lease
payment obligations for the kaolin leases are paid through
December 2000. When additional rentals are due, in January 2001,
the Company will not have assets sufficient to make the payments
and if it has not sold the leases or made other arrangements,
such as a venture agreement, it intends to allow the leases to
lapse.
On two separate occasions during fiscal 2000, the Company entered
into letters of intent for transactions by which the Company
would issue, in exchange for the business of another entity,
shares sufficient for such other entity to become the majority
shareholder of the Company. In each case a definitive agreement
was not executed, and neither transaction was finalized. Both
transactions contemplated that the Company would amend its
Articles of Incorporation to increase the number of shares of its
Common Stock authorized for issuance. Management believes that,
similarly, an increase in the authorized shares of Common Stock
will be necessary to effectuate any such transaction in the
future. As such, although the Company has not obtained either a
letter of intent or definitive agreement for such a transaction,
management is proposing to increase the Company's capitalization
in order to facilitate any such merger or acquisition of assets.
Common Stock
____________
The Company currently is authorized to issue 17,000,000 shares of
Common Stocks, $.10 per value per share. Holders of Common Stock
are entitled to cast one vote for each share held of record on
all matters submitted to a vote of shareholders and are not
entitled to cumulate votes for the election of directors.
Holders of Common Stock do not have preemptive rights to
subscribe for additional shares of Common Stock issued by the
Company.
Holders of Common Stock are entitled to receive dividends as may
be declared by the Company's Board of Directors out of funds
legally available for that purpose, subject to the rights of the
holders of the Company's Preferred Stock. Holders of Common
Stock and Preferred Stock have equal rights to all dividends
declared and paid by the Company. In the event of liquidation,
holders of Common Stock are entitled to share, pro rata, in any
distribution of the Company's assets remaining after payment of
liabilities, subject to the preferences and rights of the holders
of Preferred Stock. The Company has not paid and has no plan to
pay dividends. Any cash obtained in an acquisition transaction
will be paid to the employees and former employees of the Company
as compensation and/or severance.
Preferred Stock
_______________
The Company is authorized to issue Three Million (3,000,000)
shares of its Preferred Stock, $1.00 par value per share,
designated as "Series A Convertible Preferred Stock." The
holders of the Company's Preferred Stock will have the full right
and power to vote with the shareholders of the Common Stock on
all matters on which the shareholders of Common Stock are
entitled to vote. Holders of Preferred Stock are entitled to two
(2) votes for each share of Preferred Stock held and are not
entitled to cumulate votes for the election of directors.
Holders of Preferred Stock do not have preemptive rights to
subscribe for or to purchase any additional shares of Preferred
Stock or Common Stock.
Each share of Preferred Stock may be converted at any time into
two shares of the Company's Common Stock. Shares of Preferred
Stock are not entitled to receive dividends on the same basis as
holders of shares of Common Stock. In the event of dissolution,
liquidation or winding up of the Company, the holders of the
Preferred Stock shall be entitled to receive par value per share,
together with all dividends thereon accrued or in arrears, out of
any assets of the Company remaining after the Company's debts
have been paid in full and before any payment is made or assets
set apart for payment to the holders of Common Stock.
The Articles of Incorporation provide protection to holders of
Preferred Stock against mergers or consolidations of the Company
and provide that, upon the issuance of stock dividends on Common
Stock or changes in the numbers of outstanding shares of Common
Stock, the formula for converting Preferred Stock into Common
Stock shall be changed. The Company is required to reserve out
of its authorized but unissued shares of Common Stock, shares
sufficient to assure the complete conversion of all issued and
outstanding shares of Preferred Stock.
Transfer Agent
______________
The transfer agent for the Common Stock is MCM Stock Transfer
Company.
<PAGE>
PROXY
Nova Natural Resources Corporation
P.O. Box 460748
Glendale, CO 80246
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Brian B. Spillane and Robert E.
McDonald as Proxies, each with the power to appoint his or her
substitute, and hereby authorizes them to represent and to vote,
as designated below, all the shares of common stock of Nova
Natural Resources Corporation held on record by the undersigned
on October 30, 2000, at the Special Meeting of shareholders to be
held on December 15, 2000 or any adjournment thereof
1. PROPOSAL TO APPROVE THE AMENDMENT OF THE COMPANY'S
ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED
SHARES OF COMMON STOCK, $.10 PAR VALUE, TO 300,000,000
SHARES
___For ___Against ___Abstain
2. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no
direction is made, this proxy will be voted for Proposal 1.
Please sign exactly as name appears below. When shares are held
by joint tenants, both should sign. When signing as attorney, as
executor, administrator, trustee or guardian, please give full
title 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 person.
Dated___________________,2000 ___________________________
Signature
Please mark, sign, date and
return the proxy card promptly
using the enclosed envelope ___________________________
Signature if made jointly
