POWER-CELL, INC.
660 Preston Forest Center
Box 200
Dallas, Texas 75230
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 4, 1997
To the Shareholders of Power-Cell, Inc.
A special meeting (the "Special Meeting") of the shareholders of
Power-Cell, Inc., a Colorado corporation (the "Company"), will be held at the
offices of The Zisman Law Firm, A Professional Corporation, Fourth Floor
Conference Room, 2626 Cole Avenue, Suite 400, Dallas, Texas 75204, at 11:00
a.m., Dallas, Texas time, on December 4, 1997 for the following purposes:
(i) To consider the proposals of James C. Rambin to (a) remove, without
cause, Howard L. Farkas and Burton W. Kanter as Directors of the
Company, (b) elect H. Don Gill and E. Brewer Newton as Directors of
the Company, and (c) re-elect James C. Rambin as a Director of the
Company; and,
(ii) To transact such other business as may properly come before the
Special Meeting or any adjournment of such meeting,
Only holders of common Stock of record at the close of business on November
13, 1997 are entitled to notice of or to vote at the Special Meeting.
Pursuant to the bylaws of the Company, the removal and election of
Directors of the Company must receive the affirmative vote of the holders of at
least a majority of outstanding shares of Common Stock. Shareholders are
entitled to one vote for each share held. As of November 13, 1997, there were 6,
216,875 shares issued and outstanding of the Common Stock of the Company.
Accordingly, the requisite vote for removal or election of a Director is
3,108,438.
By Order of the President of the Company,
James C. Rambin
Dallas, Texas
November 13, 1997
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
Page 1
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934.
(Amendment No.)
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a -
6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ]Soliciting Material Pursuant to S 240.14a-11(c) or S 240.14a-12
POWER-CELL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
JAMES C. RAMBIN
- --------------------------------------------------------------------------------
(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 0-11
(1) Title of each class of securities to which transaction applies:
COMMON STOCK
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
6,216,875
- --------------------------------------------------------------------------------
(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:
NOT APPLICABLE
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
NOT APPLICABLE
- --------------------------------------------------------------------------------
(5) Total fee paid:
NONE
- --------------------------------------------------------------------------------
Fee paid previously with preliminary materials: NOT APPLICABLE
[ ] 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.
<PAGE>
Page 2
(1) Amount previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
POWER-CELL, INC.
660 Preston Forest Center
Box 200
Dallas, Texas 75230
PRELIMINARY
PROXY STATEMENT
FOR A
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD
December 4, 1997
THIS SOLICITATION IS MADE BY AND ON BEHALF OF JAMES C. RAMBIN (PRESIDENT OF
POWER-CELL, INC.) IN HIS CAPACITY AS TRUSTEE OF THE RAMBIN FAMILY TRUST, AND
BENEFICIAL SHAREHOLDER, AND NOT AS AN OFFICER AND DIRECTOR OR ON BEHALF OF
POWER-CELL, INC. ALL EXPENSES OF THIS SOLICITATION HAVE BEEN AND ARE BEING BORNE
BY JAMES C. RAMBIN, AS TRUSTEE AND BENEFICIAL SHAREHOLDER AND NOT BY THE
COMPANY.
INTRODUCTION
This Proxy Statement is furnished to the holders of common stock, par value
$.0001 per share ("Common Stock"), of Power-Cell, Inc., a Colorado corporation
(the "Company"), in connection with the solicitation of proxies by the James C.
Rambin, in his capacity as trustee of the Rambin Family Trust, and beneficial
shareholder of the Company, for use at a special meeting of shareholders of the
Company (the "Special Meeting") to be held at the offices of The Zisman Law
Firm, A Professional Corporation, Fourth Floor Conference Room, 2626 Cole
Avenue, Suite 400, Dallas, Texas 75204, at 11:00 a.m., Dallas, Texas time, on
December 4, 1997, and at any adjournment of such meeting (the "Special
Meeting"). This Proxy Statement is being mailed to the shareholders of the
Company on or about November 13, 1997.
MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING
At the Special Meeting, called by the Company's President pursuant to Section
2.2 of Article II of the Company's bylaws, Stockholders will be asked to
consider and vote upon the following proposals made by James C. Rambin:
(i) To remove, without cause, pursuant to Section 3.5 (b) of Article III
of the Company's bylaws, Howard L. Farkas as Director of the Company;
(ii) To remove, without cause, pursuant to Section 3.5(b) of Article III of
the Company's bylaws, Burton W. Kanter as Director of the Company;
(iii)To elect, pursuant to the bylaws of the Company, H. Don Gill as
Director of the Company, to serve until the next annual meeting and
until his successor is elected and qualified;
<PAGE>
(iv) To elect, pursuant to the bylaws of the Company, E. Brewer Newton as
Director of the Company, to serve until the next annual meeting and
until his successor is elected and qualified;
(v) To re-elect, pursuant to the bylaws of the Company, James C. Rambin as
Director of the Company, to serve until the next annual meeting and
until his successor is elected and qualified; and
(vi) To transact such other business as may properly come before the
Special Meeting or any adjournment of such meeting.
For a statement of the reasons for the proposal to remove Howard L. Farkas and
Burton W. Kanter as Directors of the Company, see Brief Discussion, below. For a
statement of the qualifications of H. Don Gill, E. Brewer Newton and James C.
Rambin to serve as Directors of the Company, see Biographical Information as to
Proposed Directors, below.
THE ABOVE PROPOSALS MADE BY JAMES C. RAMBIN HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), NOR HAS THE
SEC PASSED UPON THE FAIRNESS OR MERITS OF SUCH PROPOSALS NOR UPON THE ACCURACY
OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPESENTATION TO
THE CONTRARY IS UNLAWFUL.
<PAGE>
VOTING RIGHTS AND PROXY INFORMATION
Pursuant to Section 2.5 (b) of Article II of the bylaws of the Company, the
share transfer books not being closed and no record date having been fixed by
the Board of Directors for the determination of shareholders entitled to notice
of or to vote at the Special Meeting of Shareholders, the date on which the
Notice of Special Meeting of Shareholders, is mailed will be the record date
("Record Date") for such purpose. As of November 13, 1997, the scheduled date
for the aforesaid mailing, there were issued and outstanding 6,216,875 shares of
Common Stock held of record by 886 persons. Each share is entitled to one vote,
without cumulative voting rights, for each proposal to be voted upon at the
Special Meeting.
The presence in person or by properly executed proxy of a majority of the issued
and outstanding shares of Common Stock entitled to vote on the proposals
relating to the members of Board of Directors of the Company is necessary to
constitute a quorum at the Special Meeting. Each holder of Common Stock on the
Record Date is entitled to cast one vote per share, in person or by properly
executed proxy, with respect to each matter to be considered at the Special
Meeting.
Under Section 3.5 (b) of Article III of the bylaws of the Company, at a
Shareholders meeting called expressly for that purpose, the affirmative vote of
the holders of the majority of the shares then entitled to vote at an election
of Directors is necessary to remove any Director. The affirmative vote of the
majority of the voting power is necessary to elect any Director. Pursuant to the
terms of a Voting Agreement dated September 3, 1988, entered into between Rudy
Marich and James C. Rambin, who, through family trusts, hold an aggregate of
2,904,626 (46.72%) of the outstanding Common Stock, have agreed to vote their
shares in concert and have indicated their support for the proposals of James C.
Rambin.
All shares of Common Stock represented at the Special Meeting by properly
executed proxies received prior to or at the Special Meeting, and not revoked,
will be voted at the Special Meeting in accordance with the instructions
specified in such proxies. If no instructions are indicated, properly executed
proxies will be voted FOR the proposals of James C. Rambin. Mr. Rambin does not
know of any matters, other than as described in the accompanying Notice of
Special Meeting of Stockholders, that may come before the Special Meeting. If
any other matters are properly presented for action at the Special Meeting, the
persons named in and acting under the enclosed proxy will have the discretion to
vote on such matters in accordance with their best judgment.
A proxy given pursuant to this solicitation may be revoked at any time before it
is voted. Proxies may be revoked by (i) written notice of revocation bearing a
date later than the proxy delivered to Securities Transfer Corporation before
the Special Meeting, (ii) duly executing a subsequent proxy relating to the same
shares and delivering it at or before the Special Meeting or (iii) attending the
Special Meeting and voting in person (although attendance at the Special Meeting
will not in and of itself constitute revocation of proxy).
All information in this Proxy Statement has been supplied by James C. Rambin in
his individual capacity, including that information derived from Company
records, which includes the Annual Report of the Company, Form 10-KSB for the
fiscal year ended June 30, 1997, filed with the Securities and Exchange
Commission on October 14, 1997, a copy of which is available for inspection at
the offices of the Company at the above address. Statements contained in this
Proxy Statement as to the contents of the Voting Agreement are qualified in
their entirety by references to the full text of the Voting Agreement, which is
available for review at the offices of the Company as listed above.
<PAGE>
DISCUSSION
Brief Discussion
In order to foster and effectuate an operating policy that will aggressively
pursue possible corporate affiliations, mergers and funding, the future
interests of the Company would be best served by Directors with significant
experience in investment and mortgage banking. The nominees for the Board of
Directors of the Company (see biographical information, below) have both the
requisite experience and acumen to accomplish these purposes, which it is
believed will improve the operations of the Company and the financial status of
the Company and its Stockholders.
Persons Making the Solicitation
This solicitation is made by and on behalf of James C. Rambin, in his capacity
as Trustee and beneficiary of the Rambin Family Trust (and not as President of
the Company) beneficial owner of 23.36% (1,452,313 shares) of the outstanding
shares of the Company. Other participants in the solicitation, as defined in 17
CFR Sect. 240.14a-101, are H. Don Gill and E. Brewer Newton, proposed Directors
of the Company. All costs of the solicitation have and will be borne by James C.
Rambin, Trustee.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the number of shares of company's Common Stock
and percentage of the outstanding shares of Company's Common Stock owned
beneficially (1) by each officer, director and director nominee of Company; (2)
by all officers and directors of Company as a group; and (3) by all other
persons who are known to the Company to own more than 5% of Company's Common
Stock. Except as noted, each shareholder has sole voting and investment power of
the shares listed.
Name & Addresses Number of Shares Percentage of
Beneficially Owned Outstanding Shares
Howard L. Farkas (1,2)
5460 S, Quebec Street, Suite 300
Englewood, CO 80111-01918 0 0.00%
S. A. Hellerstein
Trustee for the Farkas Trusts (2)
1139 Delaware Street
Denver, CO 80204 1,089,235 17.25%
Burton W. Kanter (1,3)
2 N. LaSalle Street, Suite 2410
Chicago, IL 60602 0 0.00%
Windy City, Inc. (3)
8300 Boone Boulevard, Suite 780
Vienna, VA 22182 363,078 5.84%
<PAGE>
Rudy Marich (1,5,7)
Marich Investments, Ltd.
6025 S. Quebec, Suite 150
Englewood, CO 80111 0 0.00%
Thomas M. Vickers (5)
Trustee of the Marich Family Trust
6025 S. Quebec, Suite 150
Englewood, CO 80111 1,452,313 46.72%
James C. Rambin (1,4,6,7)
5619 Ridgetown Circle
Dallas, Texas 75230 0 0.00%
J. L. Rambin (6)
Trustee of the Rambin Family Trust
5619 Ridgetown Circle
Dallas, Texas 75230 1,452,313 46.72%
1. Currently director of the company.
2. The Farkas Trusts are a group of trusts of which the beneficiaries include
family members of Howard L. Farkas, a director of the Company. Mr. Farkas
disclaims beneficial ownership of the shares owned by the Farkas Trusts.
3. Windy City, Inc. is a corporation composed of certain interests of family
member of Burton W. Kanter, a director of the Company. Mr. Kanter disclaims
beneficial ownership of shares owned by Windy City, Inc.
4. Currently an officer and director of the Company.
5. Marich Investments, Ltd. a Trust organized under the laws of the State of
Colorado.
6. Rambin Family Trust, a Trust organized under the laws of the State of
Texas.
7. The Company has received a copy of a statement on schedule 13D filed by
Messrs. Marich and Rambin reporting that on September 3, 1988, they entered
into a voting agreement with the intent of acting together concerning the
voting power held by them as shareholders of the Company. Messrs. Marich
and Rambin reported that they have shared voting power and shared
dispositive power with respect to the shares owned by each of them of
record. Mr. Marich owned or had beneficial ownership of 1,452,313 shares,
and Mr. Rambin owned 1,452,313 shares of record. Mr. Marich has informed
the Company that he has placed these 1,452,313 shares in Marich
Investments, Ltd., a Trust organized under the laws of the State of
Colorado. Mr. Rambin has informed the Company that he has placed these
shares in the Rambin Family Trust, a Trust organized under the laws of the
State of Texas.
Biographical Information as to Proposed Directors
H. Don Gill, age 61, since 1980 has been the owner and operator of The
Howard Group, Corpus Christi, Texas, engaged in commercial real estate brokerage
and development. (The Howard Group is neither a subsidiary nor affiliate of the
Company.) From 1959 through 1980 he was primarily engaged in banking in Texas
and New Mexico, having been Chairman and Chief Executive Officer of Liberty
National, Lovington, New Mexico and President of Plains State Bank, Plains,
Texas from 1977 through 1980. He also served as Senior Bank Examiner, Federal
Reserve Bank Dallas from 1959 through 1962. Mr. Gill received his BBA from
<PAGE>
Baylor University in1956 and attended the SMU Southwest Graduate School of
Banking in 1976.
E. Brewer Newton, age 60, received his BBA from Memphis State University in
1959 and served as a United States Naval Officer from 1959 through 1962. From
1962 through 1975 he was engaged primarily in investment banking and retail and
municipal sales for several New York Stock Exchange Member and Allied Member
firms. From 1975 through 1983 he was vice president of Bright Banc/Southwest
Trust & Mortgage, Dallas, Texas, involved in residential and commercial loan
development and underwriting. From 1983 through 1995 he was engaged primarily in
commercial mortgage financing and brokering, having been associated with the
Resolution Trust Corporation from 1989 through 1992 and Tuens Commercial
Properties of Dallas from 1992 through 1995. Since 1995 he has been owner and
president of Rinky Tinks, Inc., a retail food establishment in Granbury, Texas.
(None of the foregoing enterprises is a subsidiary or affiliate of the Company.)
James C. Rambin, 73, has been a Director and President of the Company since
1988. From 1982 to the present he has been President and a director of Sandia
Financial, Inc., a Dallas, Texas corporate finance consulting firm. Mr. Rambin
was President and a director of Oil City Petroleum, a publicly held oil and
production and development company, from August 1978 through September 1982,
when he resigned as president. Mr. Rambin resigned as a director of Oil City in
December 1983. From 1973 through 1978 he was an executive with and Chairman of
Midco Energy, Inc., Midland, Texas. From 1950 to 1973 Mr. Rambin was engaged in
the investment securities industry with member firms of the New York Stock
Exchange, where he served in the capacity of regional manager of corporate
finance and senior vice president of investment banking. Additionally, he was a
general partner and allied member of the New York Stock Exchange. Mr. Rambin
received his B. S. in Economics from Centenary College. He did post-graduate
study at Texas Christian University, Southern Methodist University, Ohio State
University and the New York Institute of Finance.
17 CFR Sect 240.14a-101 Additional Information as to Proposed Directors Gill,
Newton and Rambin
1. There are no pending legal proceedings against any of them
2. There are no arrangements or understandings between them and any other
person pursuant to which they were selected as nominees for Director.
However, Mr. Marich has conditioned his resignation as Director upon
their election as Directors.
3. It is not anticipated that Messrs. Gill or Newton will become
executive officers or employees of the Company. It is anticipated that
Mr. Rambin will remain as President of and Consultant to the Company,
but there is no agreement, written or oral, in that regard.
4. There is no family relationship between Messrs. Gill, Newton and
Rambin.
5. No petition under Federal bankruptcy laws or any state insolvency law
has been filed by or against them, or a receiver, fiscal agent or
similar officer was appointed by a court for their business or
property, or any partnership of which they were a general business
partner at or within two years before the date of this filing, or any
corporation or business association of which they were executive
officers at or within two years before the time of this filing.
6. None of them has been convicted in a criminal proceeding or is a named
subject of a pending criminal proceeding.
7. None of them have been involved in any other legal proceeding during
the past five years, except minor traffic violations.
<PAGE>
8. None of them (nor their immediate family) except for the following
transaction relating to James C. Rambin, has been involved with any
transactions with the Company since the beginning of the Company's
last fiscal year. The Company is obligated to pay a royalty to various
individuals, including Mr. Rambin, on sales of technology related to
the product of the Company. This royalty pertains to the initial
acquisition of the technology. Additional details are set forth in the
Annual Report of the Company, Form 10-KSB for the fiscal year ended
June 30, 1997, file with the Securities Exchange Commission on October
14, 1997.
9. Other than as described herein with reference to Mr. Rambin, none of
the nominees for Director have had any business relationship during
the Company's last fiscal year.
10. None of the nominees, or their immediate families, or any organization
of which they are an executive officer or partner or beneficial owner
of ten percent or more of any class of shares, or any trust or other
estate in which they have a substantial interest or have served as a
trustee or similar capacity, has been indebted to the Company at any
time since the beginning of the Company's last fiscal year.
17 CFR Sect. 240.14a-101 Additional Information as to Company
1. The Company has no standing committees of the Board of Directors.
2. The Company had three telephone conference meetings of the Board of
Directors during the last fiscal year.
3. None of the Directors attended less that 75% of all meetings of the
Board of Directors.
4. No Director has resigned or declined to stand for re-election since
the date of the last annual meeting because of disagreements with the
Company.
Compensation of Directors, Executive Officers and Nominees for Director
During the fiscal year ended June 30, 1997, no officer, director or nominee for
director of the Company received any compensation for their services as such.
James C. Rambin received $2,850 compensation for his services as an independent
consultant to the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
No person subject to the reporting requirements of Section 16(a) of the Exchange
Act failed to file on a timely basis reports required by Section 16(a) of the
Exchange Act during the most recent fiscal year.
<PAGE>
SECURITIES TRANSFER This Proxy is Solicited on Behalf of James C. Rambin
CORPORATION
P.O. Box 701629 PROXY The undersigned hereby appoints James C. Rambin with
Dallas, Texas 75370-1629 the power to appoint his substitute, and hereby
authorizes him to represent and vote, as designated
below, all the shares of common stock of Power-Cell,
Inc. held on record by the undersigned on November
13, 1997, at the special meeting of shareholders to
be held on December 4, 1997 or any adjournment
thereof.
PROXY FOR THE SHARES
OF POWER-CELL, INC.
A COLORADO CORPORATION
NOVEMBER 13, 1997
This proxy is solicited on behalf of JAMES C. RAMBIN.
The undersigned, as holder of ---- [number] shares of Common Stock of
Power-Cell, Inc., revokes all previously executed proxies and appoints James C.
Rambin----[his or her] proxy with power of substitution, to vote and otherwise
represent all of the shares of the undersigned at the Special Meeting of
shareholders' of the corporation on December 4, 1997 and at any adjournment of
the meeting. The person named above is appointed to vote and represent the
undersigned with the same effect as if the undersigned were present and voting
the shares, on the following matters and in the following manner.
1. The removal, without cause, from the Board of Directors of the Corporation
of Howard L. Farkas (Please Check Only One):
For [ ] Against [ ] Abstain [ ]
2. The removal, without cause, from the Board of Directors of the Corporation
of Burton W. Kantor (Please Check Only One):
For [ ] Against [ ] Abstain [ ]
3. The election of the following persons as directors of the corporation to
serve until the next annual meeting of shareholders and until successors
will be elected:
H. Don Gill For [ ] Against [ ] Abstain [ ]
E. Brewer Newton For [ ] Against [ ] Abstain [ ]
James C. Rambin For [ ] Against [ ] Abstain [ ]
*Authority to vote for any nominee may be withheld by lining through or
otherwise striking out the name of any nominee.
4. To vote or otherwise represent the shares on any other business or on any
other matter that may properly come before the meeting or any adjournment of the
meeting according to James L. Rambin's decision.:
For [ ] Against [ ] Abstain [ ]
The shares represented by this proxy will be voted as you have indicated above.
If no indication is made, the shares represented by this proxy will be voted in
favor of each of the above nominees and proposals.
I authorize my proxy to substitute any other person to act under this proxy, to
revoke any substitution, and to file this proxy and any substitution or
revocation with the cooperation. This proxy and the authority represented by
this proxy may be revoked at any time by the undersigned. Unless revoked, this
proxy shall terminate on December 5, 1997 the day after the shareholders'
meeting, or if the meeting is continued or adjourned, the day after the
continution or adjournment.
The undersigned acknowledges receipt of the Notice Special Meeting of
Shareholders and Proxy Statement, each dated November 13, 1997.
Please sign exactly as name appears below. When sharesare 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 othe
authorized officer. If a partnership,
please sign in partnership name by
Authorized person.
Dated: November ----, 1997
[signature] [signature]
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
