SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
[Amendment No. _________]
Check the appropriate box:
___ Preliminary Information Statement
___ Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
_X_ Definitive Information Statement
UNIVERSAL CAPITAL CORPORATION
(Name of Registrant as Specified in Its Charter)
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UNIVERSAL CAPITAL CORPORATION
3507 Frontage Road, Suite 100
Tampa, Florida 33607
(813) 282-0855
_______________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 8, 1997
_______________________
TO THE SHAREHOLDERS OF UNIVERSAL CAPITAL CORPORATION
Notice is hereby given that a Special Meeting of the Shareholders of
Universal Capital Corporation will be held on September 8, 1997, at 9:00 a.m.,
Eastern Time, at the offices of the Company, 3507 Frontage Road, Suite 100,
Tampa, Florida 33607, for the purpose of considering and acting upon the
following matters:
1. A proposed reverse split of the outstanding shares of the
Company's Common Stock in the range of 1 for 3 to 1 for 5.
2. Merging with a newly-formed Nevada subsidiary for the purpose of
changing the Company's domicile from Colorado to Nevada, authorizing
10,000,000 shares of $.0001 par value preferred stock and changing the name to
Odyssey Marine Exploration, Inc.
3. Approval of the Company's Stock Option Plan.
4. The transaction of such other business as may properly come before
the meeting or at any adjournment or adjournments thereof.
Said meeting may be adjourned from time to time without other notice
than by announcement at said meeting, or at any adjournment thereof, and any
and all business for which said meeting is hereby noticed may be transacted at
any such adjournment.
Only holders of the Company's no par value Common Stock of record at the
close of business on August 25, 1997, will be entitled to notice of and to
vote at the meeting and at any adjournment or adjournments thereof. If you
cannot attend the meeting in person, we are not asking that you send us a
proxy.
BY ORDER OF THE BOARD OF DIRECTORS
John C. Morris, President
Tampa, Florida
August 25, 1997
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UNIVERSAL CAPITAL CORPORATION
3507 Frontage Road, Suite 100
Tampa, Florida 33607
(813) 282-0855
_______________________
INFORMATION STATEMENT
_______________________
SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 8, 1997
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
INTRODUCTION
This Information Statement is being sent to the Shareholders of
Universal Capital Corporation, a Colorado corporation (the "Company"), in
connection with the Company's Special Meeting of Shareholders to be held at
the offices of the Company, 3507 Frontage Road, Suite 100, Tampa, Florida
33607, on Monday, September 8, 1997, at 9:00 a.m., Eastern Time ("Special
Meeting"), and any adjournment thereof. The purposes of the Special Meeting
are stated in the Notice of Special Meeting. This Information Statement will
be mailed to the Company's shareholders on August 28, 1997.
The securities entitled to vote at the Special Meeting consist of all of
the issued and outstanding shares of the Company's no par value common stock
(the "Common Stock"). The close of business on August 25, 1997, has been
fixed by the Board of Directors of the Company as the record date. Only
shareholders of record as of the record date may vote at the Special Meeting.
As of the record date, there were 41,325,008 shares of Common Stock issued and
outstanding.
Each shareholder of record as of the record date will be entitled to one
vote for each share of Common Stock held as of the record date. Cumulative
voting is not permitted. The presence at the Special Meeting of the holders
of a majority of the number of shares entitled to vote outstanding as of the
record date will constitute a quorum for transacting business.
VOTING REQUIREMENTS
The affirmative vote of the holders of the following number of shares of
Common Stock entitled to vote is required for the following designated
actions:
Action to be Taken Vote Required
Approval of Reverse Split Majority of Common Stock Outstanding
Approval of Plan of Merger Majority of Common Stock Outstanding
with Nevada Subsidiary
Approval of Stock Option Plan Majority of Common Stock Represented
at Meeting
The affirmative vote of the majority of the shares represented at the
Special Meeting will be required to approve any other matters that come before
the Special Meeting. The Company's management holds shares of Common Stock
representing approximately 57% of the shares entitled to vote at the Special
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Meeting, and have indicated that they will vote for the approval of each of
the proposals.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of August 15, 1997, as to
the shares of the Common Stock beneficially owned by each person who is the
beneficial owner of more than five percent (5%) of the Company's shares, each
of the Company's Directors and by all of the Company's Directors and Executive
Officers as a group. Each person has sole voting and investment power with
respect to the shares shown except as noted.
Name and Address Amount of Beneficial Percentage
of Beneficial Owner Ownership of Class
John C. Morris 5,233,953 (1) 12.5%
3507 Frontage Road, Suite 100
Tampa, Florida 33607
Gregory P. Stemm 8,356,198 (2) 20.2%
4912 South Melrose Avenue
Tampa, Florida 33629
William C. Callari 9,084,888 (3) 21.4%
210 West Front Street
Red Bank, New Jersey 07701
E. Eugene Cooke 3,342,057 (4) 7.8%
3901 Old Gun Road West
Midlothian, Virginia 23113
Brad Baker 193,132 *
P.O. Box 819
Nokomis, Florida 34274
Gerald Goodman 321,894 *
Meridian Center I
Two Industrial Way West
Eatontown, New Jersey 07724
All Directors and Executive 23,721,454 (1)(2)(3) 57.4%
of the Company as a Group
(7 Persons)
__________________
* Less than 1%
(1) Includes 4,570,745 shares held of record by John C. Morris, 43,455
shares owned beneficially by Mr. Morris by virtue of his 45%
interest in shares held by Estimated Prophet, Inc., and 619,753
shares owned beneficially by Mr. Morris by virtue of his 45%
interest in shares underlying a convertible promissory note held
by Estimated Prophet, Inc.
(2) Includes 630,906 shares held of record by Greg and Laurie Stemm,
and 7,725,292 shares held by Adanic Capital Ltd., a limited
partnership for which Gregory Stemm serves as general partner.
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(3) Includes 4,879,868 shares held of record by William Callari,
3,090,117 shares held by the William C. Callari Irrevocable Family
Trust of which Mr. Callari serves as trustee, and 1,114,903 shares
underlying a convertible promissory note held by Mr. Callari.
(4) Includes 1,995,713 shares held of record by Mr. Cooke and
1,346,344 shares underlying a convertible promissory note.
REVERSE STOCK SPLIT
The Board of Directors has proposed, subject to Shareholder approval, a
reverse split of the outstanding shares of the Company's Common Stock. The
size of the reverse split will be in the range from 1 for 3 to 1 for 5 and the
final decision will be made by the Company's management once shareholder
approval has been obtained. There are presently 41,325,008 shares outstand-
ing, and the reverse split will therefore reduce this number to approximately
between 8,265,100 and 12,775,100 shares. No fractional shares will be issued
and instead a whole share will be issued to any Shareholder entitled to a
fraction of a share.
The reverse split is being proposed because the Board of Directors
believes that the current per share price level adversely affects the
marketability of the Company's Common Stock. With the current regulations
dealing with "penny stocks" it is difficult to find brokerage firms which will
trade or make a market in a stock which is not listed on Nasdaq or one of the
exchanges and which trades below $5.00 per share. However, there can be no
assurance that the price will increase above $5.00 or remain over $5.00 after
the reverse split.
A reverse stock split has no federal income tax consequences in that it
is a non-taxable distribution of the Company's stock under Section 305 of the
Internal Revenue Code. A shareholder's basis in each 5 shares before the
reverse split will become the basis in one share after the reverse split.
PLAN OF MERGER
The Company is in the process of setting up a Nevada subsidiary under
the name Odyssey Marine Exploration, Inc. ("Odyssey") for the primary purpose
of changing the domicile of the Company from Colorado to Nevada. Odyssey will
have 100,000,000 shares of $.0001 par value common stock authorized and
10,000,000 shares of $.0001 par value preferred stock.
The Board of Directors of the Company has approved a merger with
Odyssey, subject to the approval of the Company's shareholders. Pursuant to
the merger, on the effective date of the merger each three to five shares
(depending on the size of the reverse split) of the Company's Common Stock
will become one share of Odyssey common stock. Odyssey will be the surviving
corporation. The Certificate of Incorporation of Odyssey will be the
Certificate of Incorporation of the surviving corporation.
The proposed merger will qualify as a tax free reorganization under
Section 368(a)(1)(F) of the Internal Revenue Code. Thus, the exchange of
stock certificates by the shareholders of the Company for Odyssey stock will
result in no gain or loss. Each shareholder's basis in their stock will be
the same as before the merger.
The affirmative vote by the holders of a majority of the shares of the
Company's Common Stock outstanding is required to approve the merger. Since
the only shareholder of Odyssey is the Company, no approval of any other
shareholders is required.
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Differences Between Colorado and Nevada Law
There are differences in the rights of shareholders under Colorado and
Nevada law. The rights of a holder of shares of the Company's Common Stock
are presently governed by the laws of the State of Colorado, the state of
incorporation of the Company, whereas the rights of a holder of shares of the
Company after the proposed merger with Odyssey will be governed by the laws of
the State of Nevada.
The following summary does not purport to be a complete statement of all
the differences between the Nevada and Colorado laws, nor does it purport to
be a complete statement of the provisions of the two statutes which it
compares. All statements are qualified in their entirety by the laws of
Nevada and Colorado, and reference is made to those laws for a complete
statement of their provisions.
Amendments to the Articles or Certificate of Incorporation. In order to
amend the certificate of incorporation of a Nevada corporation, the holders of
a majority of the outstanding stock, and a majority of the outstanding stock
of each class entitled to vote as a class thereon, must vote in favor of the
amendment. Under Colorado law, the holders of two-thirds of all of the shares
of stock entitled to vote, and two-thirds of the shares of each class entitled
to vote as a class, must vote in favor of the amendment. The two-thirds
affirmative vote requirement may be reduced (but not to less than a majority)
by a provision in the articles of incorporation of a Colorado corporation.
The Company's Articles of Incorporation does presently contain such a
provision.
Approval of Merger, Consolidation or Sale of Assets. Nevada law
generally requires only a majority vote of stockholders to approve a merger,
consolidation or sale of all or substantially all of a corporation's assets.
Before a Colorado corporation can merge or consolidate with another
corporation, or sell all or substantially all of its assets, the action
generally must be approved by the holders of two-thirds of the shares of the
corporation entitled to vote and two-thirds of each class of stock entitled to
vote as a class. The two-thirds affirmative vote requirement may be reduced
(but not to less than a majority) by a provision in the articles of
incorporation of a Colorado corporation, and the Company's Articles of
Incorporation presently contains such a provision.
Appraisal Rights. In general, the stockholders of a Nevada corporation
have the right to dissent from a merger or consolidation and be paid the fair
market value of their shares (as determined by a judicial appraisal
proceeding) in cash. No appraisal rights are available in connection with a
sale of all or substantially all of the assets of a Nevada corporation, or for
the holders of any class of stock which, at the record date for a meeting at
which a merger or consolidation is to be approved, is listed on a national
securities exchange, or is held of record by more than 2,000 stockholders.
Under Colorado law, dissenters generally have a right of appraisal in
connection with a merger or consolidation or the sale of all or substantially
all the assets of a corporation. Under Colorado law, no appraisal rights are
available for the stockholders of the surviving corporation in connection with
a merger on which a vote of such stockholders is not required.
Stockholders' Rights to Examine Books and Records. Nevada law provides
that any stockholder of record who holds at least 15% of the outstanding
shares, or who has been authorized in writing by the holders of at least 15%
of the shares, may demand to examine the corporation's books and records. If
management of the corporation refuses, the stockholder can compel release of
the books by
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court order. Under Colorado law, any person who has been a stockholder of the
corporation for three months, or who owns at least 5% of the corporation's
outstanding stock, or who has obtained a court order for good cause without
meeting these requirements, may examine the corporation's books.
Quorum of Directors. Nevada law provides that a corporation's bylaws
can provide that a quorum at meetings of directors shall consist of less than
a majority. Colorado law requires that a majority of the corporation's
directors must be present in order to establish a quorum, unless the articles
of incorporation or bylaws require a greater number.
Quorum of Stockholders. Nevada law provides that the proportion of
stockholders whose presence is required in order to establish a quorum at
stockholders' meetings can be specified in the articles of incorporation, or
in the bylaws, which may be amended by the directors of a corporation if power
to amend the bylaws is granted to the directors in the certificate of
incorporation. If not specified in the articles of incorporation or bylaws, a
majority of the shares entitled to vote shall constitute a quorum. Under
Colorado law, unless otherwise provided in the articles of incorporation, a
majority of the shares entitled to vote, represented in person or by proxy, is
required to establish a quorum.
Stockholder Action by Written Consent. Under Nevada law, if a written
consent authorizing the adoption of stated resolutions is signed by holders of
the corporation's outstanding stock controlling at least the number of votes
that would have been necessary to approve such resolutions at a meeting at
which all stockholders were entitled to vote, the written consent may be used
in lieu of holding such a meeting. Under Colorado law, however, in order to
authorize action without a meeting of stockholders, all of the stockholders
entitled to vote thereon must execute the written consent.
Cumulative Voting. Nevada law provides that cumulative voting in the
election of directors is allowed only when specifically provided in the
articles of incorporation. Colorado law requires cumulative voting in the
election of directors unless the articles of incorporation negate cumulative
voting (the Company's Articles of Incorporation provide that cumulative voting
shall not be allowed).
Control Share Acquisitions and Combinations with Interested
Shareholders. Nevada law provides for limitations on voting rights of persons
who acquire a controlling interest in a Nevada corporation under certain
circumstances and also restricts business combinations involving persons who
acquire a controlling interest. Colorado law does not contain any similar
provisions.
RIGHTS OF DISSENTING SHAREHOLDERS
Section 7-113-102 of the Colorado Business Corporation Act (the "Act")
grants certain rights to obtain payment for their shares to dissenting
shareholders of a Colorado corporation (such as the Company) with respect to
any plan of merger and sales of all, or substantially all, of such
corporation's assets. Strict statutory procedures set forth in Section
7-113-202 of the Act must be followed by dissenting shareholders and failure
to do so will result in forfeiture of their rights to payment, and cause such
shareholders to be bound by such actions. A shareholder may assert his rights
to payment with respect to all or a portion of the shares held by him. Please
read the attached Exhibit A carefully if you are considering dissenting.
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FAILURE TO FILE THE REQUIRED DOCUMENTS AND TO SUBMIT SUCH SHARES WITHIN
THE SPECIFIED TIME PERIODS MAY AUTOMATICALLY CAUSE A TERMINATION OF
DISSENTERS' RIGHTS. ADDITIONALLY, A VOTE IN FAVOR OF THE PROPOSED SALE OR
MERGER WILL CONSTITUTE A WAIVER OF THE SHAREHOLDERS' RIGHTS UNDER THE ACT AS
TO SUCH ACTION, BUT A FAILURE TO VOTE AGAINST THE PROPOSED MERGER WILL NOT. A
VOTE AGAINST THE PROPOSED MERGER WILL NOT SATISFY THE REQUIREMENTS OF A
WRITTEN OBJECTION AT OR PRIOR TO THE MEETING AND A WRITTEN DEMAND AND
DEPOSITING OF CERTIFICATES WITHIN THE TIME SET FORTH IN THE NOTICE TO
OBJECTING SHAREHOLDERS.
Voting and Board of Directors Recommendations
An affirmative vote of a majority of the shares of the outstanding
common stock will be required to approve the proposed reverse split and the
merger with the Nevada subsidiary.
The Board of Directors recommends approval of the proposed reverse split
and the merger with the Nevada subsidiary.
APPROVAL OF 1997 STOCK OPTION PLAN
Description of the Plan
In July 1997, the Company's Board of Directors approved the establish-
ment of a Stock Option Plan (the "1997 Plan") subject to approval of the
Company's shareholders. The Board of Directors believes that the 1997 Plan
will advance the interests of the Company by encouraging and providing for the
acquisition of an equity interest in the success of the Company by employees,
officers, directors and consultants, and by providing additional incentives
and motivation toward superior Company performance. The Board believes it
also will enable the Company to attract and retain the services of key
employees, officers, directors and consultants, and by providing additional
incentives and motivation toward superior Company performance. The Board
believes it also will enable the Company to attract and retain the services of
key employees, officers, directors and consultants upon whose judgment,
interest and special effort the successful conduct of its operations is
largely dependent.
The 1997 Plan allows the Board to grant stock options from time to time
to employees, officers and directors of the Company and consultants to the
Company. The Board has the power to determine at the time the option is
granted whether the option will be an Incentive Stock Option (an option which
qualifies under Section 422 of the Internal Revenue Code of 1986) or an option
which is not an Incentive Stock Option. However, Incentive Stock Options will
only be granted to persons who are key employees of the Company. Vesting
provisions are determined by the Board at the time options are granted. The
total number of shares of Common Stock subject to options under the 1997 Plan
may not exceed 2,000,000 shares (after the proposed 1 for 5 reverse split),
subject to adjustment in the event of certain recapitalizations,
reorganizations and similar transactions.
The Board of Directors may amend the 1997 Plan at any time, provided
that the Board may not amend the 1997 Plan to materially increase the number
of shares available under the 1997 Plan, materially increase the benefits
accruing to Participants under the 1997 Plan, or materially change the
eligible class of employees without shareholder approval.
No options have been granted under the 1997 Plan as of August 15, 1997.
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Voting and Board of Directors Recommendations
Approval of the 1997 Plan requires the affirmative vote of a majority of
the shares of Common Stock represented at the meeting. The Board of Directors
recommend a vote FOR approval of the 1997 Plan.
SHAREHOLDER PROPOSALS
The Board of Directors has not yet determined the date on which the next
annual meeting of the shareholders will be held. Any proposal by a
shareholder intended to be presented at the Company's next annual meeting of
shareholders must be received at the offices of the Company a reasonable
amount of time prior to the date on which the information or proxy statement
for that meeting are mailed to shareholders in order to be included in the
Company's information or proxy statement relating to that meeting.
OTHER BUSINESS
As of the date of this Information Statement, management of the Company
was not aware of any other matter to be presented at the Meeting other than as
set forth herein. A majority vote of the shares represented at the Meeting is
necessary to approve any such matters.
BY ORDER OF THE BOARD OF DIRECTORS
John C. Morris, President
Tampa, Florida
August 25, 1997
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B A L L O T
UNIVERSAL CAPITAL CORPORATION
The undersigned hereby votes as designated below, all the shares of
common stock of Universal Capital Corporation, held of record by the
undersigned on August 25, 1997, at the Special Meeting of Shareholders held on
September 8, 1997.
1. A proposed reverse split of the outstanding shares of the
Company's Common Stock in the range of 1 for 3 to 1 for 5.
____ FOR ____ AGAINST ____ ABSTAIN
2. Merging with a newly-formed Nevada subsidiary for the purpose of
changing the Company's domicile from Colorado to Nevada, authorizing
10,000,000 shares of $.0001 par value preferred stock and changing the name to
Odyssey Marine Exploration, Inc.
____ FOR ____ AGAINST ____ ABSTAIN
3. Approval of the Company's Stock Option Plan.
____ FOR ____ AGAINST ____ ABSTAIN
4. The transaction of such other business as may properly come before
the meeting or at any adjournment or adjournments thereof.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders and Information Statement.
Dated: ___________, 1997
__________________________________________
__________________________________________
Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s)
appearing in the stock records of the
Company. Executors, administrators,
trustees, guardians and attorneys should
indicate when signing. Attorneys should
submit powers of attorney.
