<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
/X/ Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(1))
/ / Definitive Information Statement
SIXX HOLDINGS, INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) 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:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/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 Statement No.:
-----------------------------------------------------------------------
3) Filing Party:
-----------------------------------------------------------------------
4) Date Filed:
-----------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
---------------------------------------------
Preliminary Copy for the Information of the
Securities and Exchange Commission Only
---------------------------------------------
SIXX HOLDINGS, INCORPORATED
(A DELAWARE CORPORATION)
300 CRESCENT COURT
SUITE 1630
DALLAS, TEXAS 75201
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To the Stockholders of
Sixx Holdings, Incorporated:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of
Sixx Holdings, Incorporated will be held at 200 Crescent Court, Third Floor
(Board Room of KPMG Peat Marwick LLP), Dallas, Texas on the 15th day of
March, 1996, at 8:00 a.m. (Dallas time) for the following purposes:
1. To consider and act upon a proposal to amend the Company's
Certificate of Incorporation to effect a one-for-four reverse
stock split of the Company's common stock, par value $.01 per
share (the "Common Stock");
2. To consider and act upon a proposal to amend the Company's
Certificate of Incorporation to permit stockholder action by
written consent;
3. To consider and act upon a proposal to amend the Company's
Certificate of Incorporation to eliminate cumulative voting for
directors;
4. To consider and act upon a proposal to amend the Company's
Certificate of Incorporation to eliminate special provisions
requiring 80% stockholder approval of business combinations
with affiliates; and
5. To transact any and all other business that may properly come
before the Special Meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on February 16,
1996, as the record date (the "Record Date") for the determination of
stockholders entitled to receive notice of, and to vote at, such meeting or
any adjournment(s) thereof. Only stockholders of record at the close of
business on the Record Date are entitled to receive notice of and to vote at
such meeting. The stock transfer books will not be closed.
You are cordially invited to attend the meeting; however, proxies are
not being solicited for the meeting. If you wish to vote your shares, you or
your representative must be present in person at the meeting.
By Order of the Board of Directors
Dorothy L. Douglas, Secretary
February 23, 1996
1
<PAGE>
SIXX HOLDINGS, INCORPORATED
(A DELAWARE CORPORATION)
300 CRESCENT COURT
SUITE 1630
DALLAS, TEXAS 75201
INFORMATION STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 15, 1996
SOLICITATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the Board of Directors of Sixx
Holdings, Incorporated (the "Company"), to be voted at a Special Meeting of
Stockholders of SIXX to be held on March 15, 1996 (the "Special Meeting"), at
200 Crescent Court, Third Floor (Board Room of KPMG Peat Marwick LLP),
Dallas, Texas, at 8:00 a.m. (Dallas time) for the purposes, set forth in the
accompanying Notice of Special Meeting, and at any adjournment(s) of that
meeting.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. Stockholders are welcome to attend the Special Meeting; however,
proxies are not being solicited for the meeting. If you wish to vote your
shares, you or your representative must be present in person at the Special
Meeting.
Brokerage houses and other custodians, nominees and fiduciaries will
be requested, in connection with stock registered in their names, to forward
solicitation materials to the beneficial owners of such stock. All costs
of preparing, printing, assembling and mailing the Notice of Special Meeting,
this Information Statement, and any additional materials, as well as the
cost of forwarding the materials to the beneficial owners of stock, and all
other costs of solicitation, will be borne by the Company.
PURPOSES OF THE MEETING
At the Annual Meeting, the Company's stockholders will be asked to
consider and act upon the following matters:
1. A proposal to amend the Company's Certificate of Incorporation to
effect a one-for-four reverse stock split of the Company's common
stock, par value $.01 per share (the "Common Stock");
2. A proposal to amend the Company's Certificate of Incorporation to
permit stockholder action by written consent;
3. A proposal to amend the Company's Certificate of Incorporation to
eliminate cumulative voting for directors;
<PAGE>
4. A proposal to amend the Company's Certificate of Incorporation to
eliminate special provisions requiring 80% stockholder approval
of business combinations with affiliates; and
5. Any and all other business that may properly come before the
Special Meeting or any adjournment(s) thereof.
QUORUM AND VOTING
The identity of stockholders entitled to receive notice of and to vote at
the Special Meeting was determined as of the close of business on February 16,
1996 (the "Record Date"). On the Record Date, there were issued and outstanding
10,881,356 share of common stock, par value $0.01 per share (the "Common
Stock").
Each stockholder of record as of the Record Date will be entitled to one
vote per share on each matter that is acted upon at the Special Meeting. The
presence, in person or by proxy, of holders of the majority of the issued and
outstanding shares of Common Stock is necessary to constitute a quorum at the
Special Meeting. Assuming the presence of a quorum, the affirmative vote of at
least 80% of the outstanding shares of Common Stock is required for the approval
of each proposal. Abstentions will not be counted as a vote in favor of a
matter called for a vote. Jack D. Knox, who owns 80% of the outstanding shares,
has informed the Company that he will vote all of his shares in favor of each
proposal.
PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information as of the Record Date, with
respect to (i) any person known to the Company to be the beneficial owner of
more than 5% of the Common Stock, (ii) the number of shares of Common Stock
beneficially owned by each director and nominee for director, (iii) the number
of shares of Common Stock beneficially owned by each executive officer for which
the Company reports compensation information under the rules of the Securities
and Exchange Commission, and (iv) the number of shares of Common Stock owned by
all directors, and officers of the Company as a group.
<TABLE>
Caption
AMOUNT
NAME AND ADDRESS BENEFICIALLY PERCENT OF
OF BENEFICIAL OWNER OWNED (1) CLASS
------------------- ------------ ----------
<S> <C> <C>
Jack D. Knox 8,757,185 80%
300 Crescent Court, #1630
Dallas, Texas
G. Michael Boswell 67,666(2) less than 1%
Dallas, Texas
Robert Ted Enloe III 67,666(2) less than 1%
Dallas, Texas
Richard T. Mullen 67,666(2) less than 1%
Dallas, Texas
All Directors and 8,961,148(2) 82%
Officers as a Group
(6 persons)
</TABLE>
2
<PAGE>
________________
(1) Each person has sole voting and dispositive power over the shares
indicated.
(2) Includes 16,666 shares each of Common Stock issuable upon exercise of stock
options granted to Messrs. Boswell, Enloe and Mullen that are exercisable
within 60 days of the date hereof.
1. PROPOSAL TO EFFECT A REVERSE STOCK SPLIT
GENERAL
The Board of Directors has proposed that the Company effect a one-for-four
reverse split of the Common Stock (the "Reverse Split"). The Reverse Split will
be effected by an amendment to the Company's Certificate of Incorporation (the
"Reverse Split Amendment") in the form reflected in EXHIBIT A to this
information statement. The provisions of the Reverse Split Amendment will
become effective upon the filing of a certificate of amendment with the
Secretary of State of the State of Delaware (the "Effective Date"). Fractional
shares of Common Stock will not be issued as a result of the Reverse Split.
Stockholders entitled to receive a fractional share of Common Stock as a
consequence of the Reverse Split will instead receive from the Company a cash
payment equal to such fraction multiplied by four times the average closing
price of the Common Stock on the Nasdaq SmallCap Market for the five trading
days immediately preceding the Effective Date.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
The Reverse Split Amendment will amend Article Four of the Certificate of
Incorporation to add a new Section IV. At the Effective Date, without further
action on the part of the Company or the holders, each share of Common Stock
will be converted into one-fourth of a share of Common Stock. The Reverse Split
Amendment will be filed with the Secretary of State of the State of Delaware and
will become effective on the date of such filing. The Reverse Split Amendment
will not affect the number of authorized shares of the Company's Common Stock.
EFFECT OF THE PROPOSED REVERSE SPLIT
Each stockholder who owns fewer than four shares of Common Stock, as of
the Effective Date, will have his shares of Common Stock converted into the
right to receive cash for his fractional share resulting from the Reverse
Split as set forth in "--General". The interest of the stockholder in the
Company will be terminated, and the stockholder will have no right to share
in the assets or future growth of the Company. Each stockholder who owns four
or more shares of Common Stock will continue to own shares of Common Stock
and will share in the assets and future growth of the Company. Such interest
will be represented by one-fourth as many shares as before the Reverse Split,
except that cash will be received in lieu of fractional shares resulting from
the Reverse Split. No appraisal rights are available to dissenting
stockholders under Delaware law.
The following unaudited schedule of stockholders' equity sets forth as of
September 30, 1995, on a pro forma basis, the effect of the Reverse Split. The
Reverse Split will result in a one-for-four reverse split of the Common Stock
with stockholders receiving cash in lieu of fractional shares.
3
<PAGE>
PRO FORMA SCHEDULE OF STOCKHOLDERS' EQUITY
ASSUMING ADOPTION OF REVERSE SPLIT PROPOSAL
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>>
<CAPTION>
PRO FORMA
HISTORICAL PRO FORMA ADJUSTED BALANCE
SEPTEMBER 30, 1995 ADJUSTMENTS(1) DECEMBER 31, 1995
------------------ -------------- -----------------
<S> <C> <C> <C>
Common Stock, $.01 par value;
(pre-proposal--issued and outstanding
10,881,356 shares; post-proposal--
issued outstanding 2,720,339 shares) $ 108,800 $(81,600) $ 27,200
Additional paid-in capital 4,201,900 81,600 4,283,500
Accumulated deficit (2,302,700) - (2,302,700)
Total stockholders' equity $ 2,008,000 $ $ 2,008,000
----------- -------- -----------
----------- -------- -----------
</TABLE>
__________
(1) Represents the proposed one-for-four Common Stock Reverse Split, which
results in a net reduction of 8,161,017 shares of Common Stock outstanding
assuming no fractional shares purchased for cash.
Adoption of the Reverse Split proposal as of August 1, 1994 would not have
had an effect on net loss for the fiscal year ended December 31, 1994. However,
net loss per share would have been increased from $0.07 to $0.29. No adjustment
has been made for the reduction in the number of shares of Common Stock
resulting from the payment of cash for fractional shares.
The Company does not anticipate that the Reverse Split will affect the
trading of the Common Stock on the Nasdaq SmallCap Market.
REASONS FOR THE REVERSE SPLIT
The Nasdaq SmallCap Market has informed the Company that the Common Stock
must trade at a level in excess of $1.00 per share, or the Common Stock will no
longer be eligible to be quoted on that market. Management of the Company also
believes that it is difficult to attract new investors to the Company due to the
fact that the Common Stock trades at a relatively low price (the closing price
on the Record Date was $ ________ per share).
It is anticipated that following the consummation of the Reverse Split, the
shares of Common Stock will trade at a price per share that is significantly
higher than the current market price. However, there can be no assurance that
the shares of Common Stock, after the consummation of the Reverse Split, will
trade at four times the market price of the Common Stock prior to the Reverse
Split.
GENERAL INFORMATION REGARDING PROPOSALS 2, 3 AND 4
The Company's Certificate of Incorporation and Bylaws contain several
provisions originally designed to make it more time-consuming to change majority
control of the Board of Directors without the consent of the Board, and to
reduce the vulnerability of the Company to an unsolicited takeover proposal or
to an unsolicited proposal to restructure or sell all or part of the Company.
At the time the Company was formed, the Board of Directors believed that these
provisions served to encourage any person intending to attempt a takeover of the
Company to negotiate with the Board of Directors, which would then be better
able to protect the interests of the stockholders. To the extent that these
provisions would encourage a person seeking to acquire control of the Company to
negotiate
4
<PAGE>
with the Board of Directors and propose a transaction that was more favorable
to the minority stockholders than it might otherwise have been, the minority
stockholders would benefit from the provisions. However, if the provisions
discouraged persons from seeking to acquire the shares of the minority
stockholders or to acquire control of the Company in transaction that would
be advantageous to the minority stockholders, the application of these
provisions could be unfavorable to the minority stockholders. The Company now
has one 80% stockholder, which as a result of his stock ownership can control
the election of all directors and all actions that may be taken by the
Company, even with these provisions in place. Because these provisions do
not effectively restrict the actions of an 80% stockholder, the Board of
Directors has proposed that certain of them be removed from the Certificate
of Incorporation. After the proposals to eliminate these provisions are
effected, any majority stockholder will effectively be able to control the
election of the Board of Directors and the actions of the Company without
being required to follow the procedures now required by these provisions, as
more particularly discussed under the caption for each of the specific
proposals.
2. PROPOSAL TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT
The Company's Certificate of Incorporation contains a provision that
requires that stockholder action be taken at an annual or special meeting of
stockholders and prohibits stockholder action by written consent. This
provision gives the minority stockholders the opportunity to participate in
determining any proposed action and prevents the holders of a majority of the
voting stock from using the written consent procedure to take stockholder
action without such action being fully considered by all stockholders.
However, this provision also has the effect of requiring that the Company go
to the expense of holding a formal meeting of stockholders whenever any
matter requires stockholder approval, even if the matter is routine or
inconsequential. Because one stockholder now owns 80% of the Company's stock,
management has concluded that the Company should not be required to incur the
expense of stockholders meetings unnecessarily. The Board of Directors has
therefore approved an amendment to the Certificate of Incorporation of the
Company to eliminate Article Five, Section VI, which contains this provision.
After this amendment is effected, any one or more stockholders who own
more than 50% of the Company's stock would be able to approve any actions
requiring stockholder approval, without calling or holding a meeting of all
stockholders to consider the action. Under the rules of Securities and
Exchange Commission, the Company must notify the stockholders, and provide a
description, of any action taken by written consent at least twenty (20) days
in advance of the consent. Therefore, all stockholders will continue to
receive, in advance of any action, information concerning any actions that
are to be taken. However, if the Board of Directors so determines, the
stockholders may not be given the opportunity to vote on such matters.
3. PROPOSAL TO ELIMINATE CUMULATIVE VOTING FOR DIRECTORS
The Company's Certificate of Incorporation also provides that, during any
period that any person is the beneficial owner of 50% or more of the
Company's stock, then each owner of the stock will be entitled to cumulative
voting rights in the election of directors. This provision allows
stockholders to cumulate their votes in the election of directors with the
result that minority stockholders may be able to elect one or more directors,
even though more than 50% of the Company's stock is held by one person. This
provision has the effect of protecting minority representation on the Board
of Directors once any person has obtained a majority of the voting stock and
can make a change of control of the Company more difficult for a person who
acquires a majority of the voting stock. Because one stockholder now owns
80% of the Company's stock, the Board of Directors believes that it is
appropriate to permit that stockholder to elect all of the members of the
Board. Therefore, the Board of Directors has approved the elimination of
Article Four, Section III of the Company's Certificate of Incorporation,
which is the provision that permits the cumulative voting, and the
replacement of this provision with the following provision:
III. Each holder of Voting Stock will be entitled to one vote for each
share of Voting Stock held. Cumulative voting will not be permitted.
5
<PAGE>
After this amendment is effected, stockholders will have no right to
cumulate their votes in the election of directors and all directors may be
elected by any stockholder or stockholders who own more than 50% of the
Company's outstanding working stock at the time.
4. PROPOSAL TO ELIMINATE REQUIREMENT OF 80% APPROVAL FOR
BUSINESS COMBINATIONS WITH AFFILIATES
The Company's Certificate of Incorporation provides that any Business
Combination (as defined in the Certificate of Incorporation) must be approved
by the affirmative vote of the holders of at least 80% of the outstanding
shares of capital stock of the Company. A Business Combination includes
transactions between the Company and any beneficial owner of more than 10% of
the Company's outstanding stock (an "Interested Stockholder"). The types of
transactions that are considered Business Combinations include a merger of
the Company, the sale or other disposition of any assets of the Company
having a fair market value of $2 million or more, the issuance or transfer by
the Company of securities having a fair market value of $2 million or more,
the adoption of any plan or proposal for the liquidation or dissolution of
the Company and any reclassification of securities of the Company that has
the effect of increasing the proportion of outstanding shares of the Company
owned by an Interested Stockholder. A Business Combination is not required
to be approved by the holders of 80% of the Company's stock if the fair
market value of any consideration to be received by the holders of common
stock is at least equal to the highest price per share paid by the Interested
Stockholder, plus interest. In these circumstances, the voters of holders of
only two-thirds of the Company stock is required to approve the Business
Combination. This provision inhibits and discourages attempts to acquire
control of the Company, without negotiation with management, through the
acquisition of a substantial number of shares of the Company followed by a
forced merger. Such a merger may or may not be in the best interest of the
Company or its stockholders.
The effect of this provision is that a person who holds at least 10% of
the Company's stock and intends to effect the Business Combination with the
Company will: (i) first acquire at least 80% of the stock of the Company in
transactions other than a Business Combination, (ii) avoid engaging in any
Business Combination, or (iii) pay to all stockholders of the Company an
amount equal to the highest price paid by the Interested Stockholder for any
stock of the Company during the prior five (5) years. One stockholder now
holds 80% of the Company's stock. Therefore, at the present time, this
provision has no practical effect since that stockholder can approve any
Business Combination or other transactions, without the consent of any other
stockholder. Therefore, the Board of Directors has determined that it is
appropriate to remove this provision from the Company's Certificate of
Incorporation. The effect of removing this provision from the Company's
Certificate of Incorporation will be that a majority stockholder will be able
to effect any future transaction that would have been classified as a
Business Combination without first obtaining the approval of 80% of the
Company's stock. After the proposal is effected, the stockholder that
currently holds more than 80% of the Company's stock will have this ability
even if he does not continue to hold that much stock in the future.
OTHER BUSINESS
The Management knows of no business other than that previously disclosed
herein that will be brought before the Special Meeting.
By Order of the Board of Directors
Dorothy L. Douglas
SECRETARY
February 23, 1996
Dallas, Texas
6
<PAGE>
EXHIBIT A
ARTICLE FOUR of the Certificate of Incorporation of the Corporation is
further amended to add thereto new Paragraph III. to read as follows:
III. (i) Effective immediately upon the filing of this Amendment to
the Certificate of Incorporation in the office of the Secretary of State of
the State of Delaware, each outstanding share of previously existing Common
Stock shall be and hereby is converted into and reclassified as one-fourth of
a share of Common Stock; provided, however, that fractional shares of Common
Stock will not be issued and each holder of a fractional share of Common
Stock shall receive in lieu thereof a cash payment from the Corporation
determined by multiplying such fractional share of Common Stock by four times
the average closing price of a share of previously existing Common Stock on
the Nasdaq Stock Market for the five trading days immediately preceding the
effective date, and upon such other terms as the officers of the Corporation,
in their sole discretion, deem to be advisable and in the best interests of
the Corporation.
(ii) Certificates representing reclassified shares are hereby cancelled
and upon presentation of the cancelled certificates to the Corporation, the
holders thereof shall be entitled to receive certificate(s) representing the
new shares into which such cancelled shares have been converted.
7
<PAGE>
The provisions that are proposed to be removed are:
The Certificate of Incorporation also contains a number of other
provisions that were designed to encourage persons seeking control of the
Company to negotiate with the Board of Directors. The Board of Directors is
not proposing that these provisions be eliminated. However, the practical
effect of these provisions may be reduced by the fact that one stockholder
holds 80% of the outstanding shares of the Company. The provisions that will
remain in the Certificate of Incorporation are:
NEWLY CREATED DIRECTORSHIPS AND VACANCIES. The Certificate of
Incorporation provides that newly created directorships resulting from any
increase in the authorized number of directors and any vacancies in the
Board of Directors shall be filled by a majority vote of the directors then
in office. This provision, along with the classified Board of Directors
and removal of a director only for cause, increases the obstacles to taking
control of the Company for a majority stockholder who wants to control the
Board of Directors.
LIMITATIONS ON CALLING SPECIAL MEETINGS. The Certificate of
Incorporation provides that special meetings of stockholders may be called
only by the chief executive officer or by the Board Directors, pursuant to
a resolution adopted by a majority of the entire Board of Directors. This
provision eliminates the stockholders' ability under Delaware law to call
special meetings.
ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINEES. The Bylaws of the Company contain provisions that require that a
stockholder may nominate a person for election as a director or cause a
matter to be considered at an annual or special meeting only if written
notice of the stockholder's intent to make such nomination or cause such
matter to be brought up for consideration has been given to the secretary
of the Company not later than 90 or more than 120 days prior to an annual
meeting and, with regard to a matter to be considered at a special meeting,
not later than seven days after the date on which notice of the special
meeting was first sent to stockholders. These provision are intended to
give the Company the opportunity to obtain all relevant information
regarding persons nominated for director or the matter to be considered.
The Board of Directors may disqualify any nominee or refuse to acknowledge
any matter if the notice fails to provide the Company with complete and
accurate information as required by these provisions.
AMENDMENTS. Certain provisions of the Certificate of Incorporation
and Bylaws contain provisions that any amendment to the provisions,
including those provision discussed above, be approved by the holders of at
least 80% of the voting stock. The requirement of such stockholder vote
gives minority stockholders a veto power over any changes to these
provisions event if the Board of Directors or a majority of the
stockholders favor the amendment. However, the requirement will prevent a
stockholder with a majority of the voting stock from avoiding the
requirements of the provision discussed above by simply repealing them.
CLASSIFICATION OF THE BOARD OF DIRECTORS. The Board of Directors is
classified into three classes having staggered terms of three years each.
The classification of directors has the effect of making it more difficult
to effect an immediate change in, and otherwise to affect, through the
voting power of the Company's capital stock entitled to vote in the
election of directors (the "Voting Stock"), the composition of the Board of
Directors. At least two annual stockholders' meetings, instead of one, are
required to effect a change in the majority of the Board of Directors.
REMOVAL OF DIRECTORS. The Certificate of Incorporation provides that
director may be removed from office only with cause and only by the
affirmative vote of (i) 80% of the voting stock or (ii) a majority of the
Board of Directors. "Cause" is defined in the Certificate of Incorporation
as any act or omission by a director, that a judicial or other governmental
or administrative body determines to constitute actual fraud, willful
misconduct or gross negligence.
8
