UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for use of the Commission (only as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
SEPTIMA ENTERPRISES, INC.
(Name of Registrant as Specified in its Charter)
(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 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:
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
(3) Per unit 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:
[ ] 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 fee 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:
Release Date: The Registrant anticipates releasing the Definitive Information
Statement and related items to the shareholders on January 2, 2001.
<PAGE>
SEPTIMA ENTERPRISES, INC.
15945 Quality Trail North
Scandia, MN, 55073
(651) 433-3522
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 22, 2001
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Septima
Enterprises, Inc., a Colorado Company ("Company"), will be held at 1362 South
Vineyard St., # 1078, Mesa, Arizona on Monday, January 22, 2001 at 10:30 a.m.
local time, to consider and act upon:
1. The Directors' proposal to amend the Articles of Incorporation
effecting a reverse split of the issued and outstanding common shares
on a One for One Hundred (1:100) basis and changing the par value to
$0.0001 per share.
2. The Directors' proposal to amend the Articles of Incorporation of the
Company to change the name of the Company from Septima Enterprises,
Inc. to a name yet to be chosen by the Board of Directors. The Board of
Directors is requesting authority from the shareholders to choose a new
corporate name in the future and change the corporate name.
3. The Directors' proposal to change the corporate domicile from Colorado
to Nevada. The change in domicile will be accomplished by
reincorporating the Company in Nevada. This reincorporation will be
accomplished by forming a new Nevada corporation and merging the
Company into it.
Shareholders of record at the close of business on December 18, 2000 are
entitled to notice of, and to vote at, this Special Meeting. You are cordially
invited to attend. However, this notice is sent to you as a courtesy by
management. Proxies are not being solicited because the present management has
sufficient votes to approve the above proposals.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
By Order of the Board of Directors dated December 18, 2000.
/s/ Gregory Johnson
--------------------
Gregory Johnson, Chairman of the Board
<PAGE>
SEPTIMA ENTERPISES, INC.
15945 Quality Trail North
Scandia, Minnesota 55073
Dear Shareholder:
You are cordially invited to attend the Special Meeting of Shareholders of
Septima Enterprises, Inc. (the "Company") to be held on Monday, January 22, 2001
at 10:30 a.m. (local time) at 1362 South Vineyard St., # 1078, Mesa, AZ 85210.
At this meeting, you will be asked to vote on the following matters: (i) the
approval to reverse split the issued and outstanding common stock on a One for
One Hundred (100:1) basis and change the par value of the common shares from
$0.0001 per share; (ii) the amendment of Company Articles to change the name of
the Company to a name which will be chosen in the future at the discretion of
the Board of Directors; (iii) changing the corporate domicile from Colorado to
Nevada by reincorporating in the State of Nevada using the merger transaction
method. Shareholders of record at the close of business on December 18, 2000 are
entitled to notice of, and to vote at, this Special Meeting. You are cordially
invited to attend. However, this notice is sent to you as a courtesy by
management. Proxies are not being solicited as the present management has
sufficient votes to approve the above proposals. Nevertheless, we look forward
to seeing you at the meeting and receiving your vote.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Sincerely,
/s/ Gregory Johnson
---------------------
Gregory Johnson
Chairman of the Board
<PAGE>
Septima Enterprises, Inc.
15945 Quality Trail North
Scandia, MN, 55073
INFORMATION STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD ON JANUARY 22, 2001
Special Meeting of the Shareholders
This Proxy Statement is furnished is connection with the Special Meeting of
Shareholders of Septima Enterprises, Inc. (the "Company") to be held on Monday,
January 22, 2001 at 10.30 A.M., 1362 South Vineyard St., # 1078, Mesa, AZ 85210,
or at any adjournment or postponement of this Meeting, for the purposes set
forth herein and in the accompanying Notice of Special Meeting of Shareholders.
This Information Statement is being first sent to or given to shareholders of
record of December 18 , 2000. The mailing address of the Company's business
offices is 15945 Quality Trail N., Scandia, MN 55073.
Shareholders Entitled To Vote
Only shareholders of record of the Company's Common Stock at the close of
business on December 18, 2000 will be entitled to vote at the meeting or any
adjournment thereof. On that date, 9,284,167 shares of Common Stock of the
Company (the "Common Stock") were issued and outstanding. Each shareholder is
entitled to one vote for each share held of record on the record date. The
holders of a majority of the total shares of common stock outstanding at the
record date present at the Special Meeting in person will constitute a quorum
for the transaction of business. Abstentions and broker non-votes both will be
counted toward fulfillment of quorum requirements. A broker non- vote occurs
when a nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power
with respect to that proposal and has not received instructions from the
beneficial owner. Shares cannot be voted at the Special Meeting unless the
holder is present in person. A complete list of shareholders entitled to vote at
the Special Meeting will be open to examination by any shareholder during the
meeting.
Voting at the Special Meeting
The passing of the proposed amendments to the Company's Articles of
Incorporation, effecting the reverse split action, changing par value, giving
the Board authority to change the corporate name and changing corporate domicile
will require the affirmative vote of a majority of the shares of Common Stock
represented and voting in person or by proxy and entitled to vote at the Special
Meeting. Abstentions and broker non-votes will not be counted as votes cast in
connection with determining these and will have no effect on the outcome of such
votes.
MATTERS TO COME BEFORE THE MEETING
REVERSE SPLIT OF ISSUED AND OUTSTANDING COMMON STOCK
The Company's Board of Directors is seeking approval to effect a one-for-one
hundred (1:100) reverse stock split (the "Reverse Split") of the Company's then
issued and outstanding Common Stock (the "Prior Common"). We propose to amend
the Articles of Incorporation in connection with the Reverse Split and change
the par value of the common stock to $0.0001 per share. The total authorized
capital will remain the same which is One Hundred Million common shares.
Pursuant to the Reverse Split, each of the one hundred shares of Prior Common
issued and outstanding would be reclassified as, and exchanged for, one share of
newly issued Common Stock ("New Common").
The Reverse Split, once approved will occur on a future designated date, (the
"Effective Date") without any further action on the part of shareholders of the
Company and without regard to the date or dates on which certificates
representing shares of Prior Common are actually surrendered by each holder for
certificates representing the number of shares of the New Common that each
stockholder is entitled to receive as a consequence of the Reverse Split. After
the Effective Date of the Reverse Split, the certificates representing shares of
Prior Common represent one-hundredth the number of shares of New Common.
Certificates representing shares of New Common will be issued in due course as
old certificates are tendered for exchange. No fractional shares of New Common
will be issued and, in lieu thereof, shareholders holding a number of shares of
Prior Common not evenly divisible by 100, and stockholders holding fewer than
100 shares of Prior Common prior to the Effective Date, upon surrender of their
old certificates, will receive one share of stock in lieu of fractional shares
of New Common.
<PAGE>
The Reverse Split will not materially affect the proportionate equity interest
in the Company of any shareholder of Prior Common or the relative rights,
preferences, privileges or priorities of any such stockholder. The New Common
issued pursuant to the Reverse Split will be fully paid and non-assessable. All
shares of New Common will have the same par value, voting rights and other
rights as shares of the Prior Common have. Stockholders of the Company do not
have preemptive rights to acquire additional shares of Common Stock which may be
issued.
The Board of Directors recommends a vote FOR the adoption of the Septima
Enterprises, Inc. reverse split proposal. Management believes that restructuring
the corporate capital will make the Company a more attractive for a business
combination transaction.
CHANGE COMPANY NAME
The Company's Board of Directors anticipates changing the name of the Company
from Septima Enterprises, Inc. to some yet unknown name. Management wants the
shareholders to grant the Board of Directors the authority to choose a new
corporate name at some future date. This name change would most likely occur
during the change in domicile actions. The new Nevada corporation would most
likely be incorporated with the new corporate name. When the Company is merged
into the Nevada corporation, that name would become the new company name.
The proposed new corporation's Articles of Incorporation will not differ
materially from the Company's present Articles of Incorporation with the
exception of the changes which will be authorized by the shareholders at this
meeting.
The purpose of the proposal is to have the Company's name more accurately
reflect the Company's possible future business focus which may result from a
business combination. The Board of Directors recommends a vote FOR the adoption
of the Septima Enterprises, Inc. name change grant of authority to the Board of
Directors proposal.
CHANGING CORPORATE DOMICILE
Changing corporate domicile would entail moving the corporation from Colorado to
Nevada. Corporations are formed and administered under the state laws where they
are incorporated. The Company is presently a Colorado corporation. The move is
accomplished by the Company forming a new corporation in the State of Nevada
either under the same corporate name or a different name. We would then merge
the Colorado corporation into and with the new Nevada corporation. This merger
will be accomplished as set out in the Plan of Merger and will require the
filing of Articles of Merger with both Nevada and Colorado. The merger will be
accomplished by our shareholders exchanging their Septima shares for shares in
the new Nevada corporation. The share exchange will not be mandatory. Our stock
transfer agent will be notified of the action. You do not have to tender your
shares. A copy of the Plan of Merger and Articles of Merger are attached as an
exhibit for your review.
The change in domicile by corporate merger will not materially affect the
proportionate equity interest in the Company of any shareholder or the relative
rights, preferences, privileges or priorities of any such stockholder. The
common stock issued in the change of domicile merger transaction will be fully
paid and non-assessable. All shares will have the same par value $0.0001 per
share, voting rights and other rights as presently possessed by our
shareholders.
Management believes that a Nevada corporation is more attractive for business
combinations. The Board of Directors recommends a vote FOR the adoption of the
Septima Enterprises, Inc. change in corporate domicile.
By Order of the Board of Directors,
/s/ Gregory Johnson
--------------------
Gregory Johnson, Chairman of the Board
December 18, 2000.
<PAGE>
Exhibit Index
Exhibit A Form of Plan of Merger
Note: Newco is a fictitious name used as an example because management has
not yet decided on a new corporate name.
PLAN OF MERGER
This Plan of Merger is made and entered into this ____day of
__________, 2001, by and between [New Nevada Corporation]., ("NEWCO" or the
"Surviving corporation"), a corporation in organization in the State of Nevada,
and SEPTIMA ENTERPRISES, INC., a Colorado corporation, ("SEPTIMA" or the
"Disappearing Corporation").
RECITALS
A. SEPTIMA is a corporation organized and existing under the laws of
the State of Colorado and has an authorized capital stock consisting of
100,000,000 shares, no par value per share, of which 9,284,167 common shares are
issued and outstanding as of December 18, 2000. [Note: This number of shares
will be reduced by the reverse split action to approximately 92,842 shares]
B. NEWCO is a corporation in organization under the laws of the State
of NEVADA and will have authorized capital stock consisting of 100,000,000
shares, par value $0.0001 per share. No shares have been issued.
C. The Board of Directors of SEPTIMA deems it advisable for SEPTIMA to
merge with and into NEWCO when the Nevada corporate organization has been
accomplished.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, NEWCO and SEPTIMA hereby agree to the following Plan of
Merger:
1. Names of Constituent Corporations. SEPTIMA will merge with and into
NEWCO. NEWCO will be the Surviving Corporation.
2. Terms and Conditions of Merger. The effective date of merger will be
the date upon which the Articles of Merger are filed with the Colorado and
Nevada Secretaries of State. Upon the effective date of the merger the separate
corporate existence of SEPTIMA will cease; title to all real estate and other
property owned by SEPTIMA will be vested in NEWCO without reversion or
impairment; and the Surviving Corporation will have all liabilities of SEPTIMA.
Any proceeding pending by or against SEPTIMA may be continued as if such merger
did not occur, or the Surviving Corporation may be substituted in the proceeding
for SEPTIMA.
3. Governing Law. The laws of the State of Nevada will govern the
Surviving Corporation.
4. Name. The name of the Surviving Corporation will be NEWCO.
5. Registered Office. The present address of the registered office of
the Surviving and Disappearing corporation's is Septima Enterprises, Inc.
<PAGE>
6. Accounting. The assets and liabilities of NEWCO and SEPTIMA
(collectively the "Constituent Corporations") as of the effective date of the
merger will be taken up on the books of the Surviving Corporation at the amounts
at which they are carried at that time on the respective books of the
Constituent Corporations.
7. Bylaws. The Bylaws of NEWCO as of the effective date of the merger
will be the Bylaws of the Surviving Corporation until the same will be altered
or amended in accordance with the provisions thereof.
8. Directors. The directors of NEWCO as of the effective date of the
merger will be the directors of the Surviving Corporation until their respective
successors are duly elected and qualified. [Note: The Septima Board of
Directors, or their successors, will be the directors of NEWCO]
9. Manner and Basis of Converting Shares. As of the effective date of
the merger:
(a) Each share of SEPTIMA common stock, with par value of
$0.0001 per share, issued and outstanding will continue to be one share of
common stock with a par value of $0.0001 per share of the Surviving Corporation.
(b) The Surviving Corporation will convert or exchange each
share of SEPTIMA common stock for one share of the common stock of the Surviving
Corporation. Fractional shares will be rounded up to the nearest whole number.
(c) On the effective date of the merger, holders of
certificates of common stock in SEPTIMA may surrender them to the Surviving
Corporation, or its stock transfer agent, in such manner as the Surviving
Corporation legally may require. This exchange will not be mandatory as a new
CUSIP number will be used to designate the change. To the extent shareholders
desire to tender their shares for new certificates, the cost of issuance will be
borne by the shareholder. Upon receipt of such certificate, the Surviving
Corporation will issue in exchange a certificate of shares of common stock in
the Surviving Corporation representing the number of shares of stock to which
such holder will be entitled as set forth above.
(d) In addition, the shareholders will be entitled to receive
any dividends on the shares of common stock of the Surviving Corporation which
may have been declared and paid between the effective date of the merger and the
issuance to such shareholder of the certificate of such common stock, if any.
<PAGE>
10. Shareholder Approval. This Plan of Merger will be submitted to the
shareholders of SEPTIMA for approval in the manner provided by law. After
approval, the Articles of Merger will be filed as required under the laws of the
States of Nevada and Colorado.
11. Rights of Dissenting Shareholders. Any shareholder of SEPTIMA who
has the right to dissent from this merger, if any, as provided in the Colorado
Business Corporations Act, and who so dissents in accordance with the
requirements thereof, will be entitled, upon surrender of the certificate or
certificates representing certificated shares or upon imposition of restrictions
of transfer of uncertificated shares, to receive payment of the fair value of
such shareholder's shares as provided for by Colorado Revised Statute Article
113. (Article 113 of the Colorado Revised Statues is attached to this Plan of
Merger as Exhibit "A")
12. Termination of Merger. This merger may be abandoned at any time
prior to the filing of Articles of Merger with the Secretary of State, upon a
vote of a majority of the Board of Directors of both NEWCO and SEPTIMA. If the
merger is terminated, there will be no liability on the part of either
Constituent Corporation, their respective Boards of Directors, or shareholders.
13. Counterparts. This Plan of Merger may be executed in any number of
counterparts, and all such counterparts and copies will be and constitute an
original instrument.
IN WITNESS WHEREOF, this Plan of Merger has been adopted by the
undersigned as of this____ day of_________, 2001.
NEWCO . SEPTIMA ENTERPRISES, INC.
a Nevada corporation to be formed. a Colorado corporation.
By: By:
------------------------------- -------------------------------
Name: Name:
Title: Incorporator Title: President
