<PAGE>
============================================================================
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE
SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
/ / Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(1))
/X/ Definitive Information Statement
SIXX HOLDINGS, INCORPORATED
------------------------------------------------
(Name of Registrant as Specified in Its 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 amount on which the
filing is calculated and state how it was
determined.)
4) Proposed maximum aggregate value of
transaction:
/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>
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-eight 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-eight 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 shares 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-eight 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 eight 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-eighth 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 eight 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
eight 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-eighth 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-eight 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) SEPTEMBER 30, 1995
------------------ --------------- ------------------
<S> <C> <C> <C>
Common Stock, $.01 par value;
(pre-proposal--issued and outstanding
10,881,356 shares; post-proposal--issued
outstanding 1,360,169 shares) . . . . . $ 108,800 $(95,200) $ 13,600
Additional paid-in capital . . . . . . . 4,201,900 95,200 4,297,100
Accumulated deficit. . . . . . . . . . . (2,302,700) -- (2,302,700)
Total stockholders' equity . . . . . . . $ 2,008,000 $ $ 2,008,000
</TABLE>
____________
(1) Represents the proposed one-for-eight Common Stock Reverse Split,
which results in a net reduction of 9,531,187 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
$0.57. 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 February 8, 1996, the latest day before the Record
Date that the Common Stock was traded, was $0.4375 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 eight 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.
4
<PAGE>
To the extent that these provisions would encourage a person seeking to
acquire control of the Company to negotiate 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. Therefore,
the adoption of the proposals will eliminate substantially all minority
stockholder restraint on actions that may be taken by the principal
stockholder, including mergers, acquisitions, sales of corporate assets and
going private transactions. The principal stockholder has informed the
Company that he has no current plans or intentions to take any action in
reliance on approval of the proposals.
Under Delaware law, stockholders have no appraisal rights or other
similar rights of dissenters with respect to any one of the proposals or with
respect to all of the proposals taken together.
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.
Items that are required to be submitted to stockholders include
matters required by Delaware law to be approved by stockholders, such as the
election of directors, mergers, sales of substantially all the Company's
assets, amendments to Certificate of Incorporation and dissolution of the
Company; matters required by federal securities laws to be so approved, such
as stock-based compensation to directors and officers that is intended to be
exempt from the short-swing profit recovery provisions of the Securities
Exchange Act of 1934; and matters for which the Nasdaq Stock Market requires
stockholder approval, such as the issuance of new shares representing more
than 20% of the Company's outstanding stock. The Company has no current
plans or intention to engage in any of these types of actions, other than the
election of directors at its regular annual meetings, but it may determine to
do so in the future. 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.
5
<PAGE>
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.
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
6
<PAGE>
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
7
<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-eighth 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 eight 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.
8
