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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
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ $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:
/ / 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:
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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
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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;
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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.
Amount
Name and Address Beneficially Percent of
of Beneficial Owner Owned (1) Class
------------------- -------------- ----------
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)
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________________
(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.
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") that is contained 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.
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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 Stock 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). Stockbrokers
are sometimes subject to internal restrictions on their ability to recommend
stocks trading at less than $5 per share because of the general presumption
that such stock may be highly speculative. In addition, stock that trades in
the range of the Company's Common Stock may not be marginable under the
internal policies of some stockbrokers.
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.
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 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
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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.
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. 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.
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.
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
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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 in any future transaction that would have been classified as a Business
Combination will not require the approval of the holders of 80% of the Company's
stock, even if the stockholder that currently holds more than 80% of the
Company's stock 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
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