SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) 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 Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY(AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-1(c) or Sec. 240.14a-12
PALM DESERT ART, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(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:
[ ] 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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PALM DESERT ART, INC.
(Formerly DATABASE TECHNOLOGIES, INC.)
39-725 Garand Lane, Suite J
Palm Desert, California 92211
----------
NOTICE OF THE ANNUAL MEETING
OF STOCKHOLDERS
JULY 14, 1998
To the Stockholders of
Palm Desert Art, Inc:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Palm
Desert Art, Inc. (formerly Database Technologies, Inc.) (the "Company") will be
held at the Company'S offices at 10:00 a.m. on Tuesday, July 14, 1998, for the
purpose of considering and voting upon:
1. Election of three directors to serve until the next annual meeting and
until their successors are duly elected and qualified;
2. Approval to amend the Company's Certificate of Incorporation to
provide for a reverse stock split to decrease the number of issued and
outstanding shares from 25,000,000 to 2,500,000 shares;
The close of business on June 9, 1998 has been fixed as the record date for the
determination of the stockholders entitled to notice of and to vote at the
annual meeting, and any adjournment.
You are cordially invited to attend the meeting and vote your shares. In the
event you cannot attend, please complete, date, sign and return the enclosed
proxy in the envelope provided. Your prompt response will be appreciated. A
stockholder who executes and returns a proxy in the accompanying form has the
power to revoke such proxy at any time prior to the exercise thereof.
By order of the Board of Directors
John Anderholt, Secretary
Palm Desert, California
June ___, 1998
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PALM DESERT ART, INC.
(Formerly DATABASE TECHNOLOGIES, INC.)
39-725 Garand Lane, Suite J
Palm Desert, California 92211
----------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
July 14, 1998
----------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Palm Desert Art, Inc. (formerly Database Technologies,
Inc.), a Delaware corporation (the "Company"), of proxies to be used at the
Annual Meeting of Shareholders to be held at the Company's offices at 10:00 a.m.
on Tuesday, July 14, 1998 and any adjournments thereof. This Proxy Statement and
the accompanying form of proxy are first being mailed to shareholders on or
about June 22, 1998.
Holders of record of the $.001 par value Common Shares of the Company on
June 9, 1998 will be entitled to vote at the meeting. On that date, there were
25,000,000 shares of Common Stock, par value $.001 per share, of the Company
outstanding, each of which are entitled to one vote. Only holders of record at
the close of business on June 9, 1998, will be entitled to vote at the meeting.
All Common Shares represented by properly executed proxies in the
accompanying form received by the Company in sufficient time to permit
examination and tabulation before a vote is taken will be voted in accordance
with the directions of the shareholder specified on the proxy. IF NO DIRECTIONS
HAVE BEEN SPECIFIED BY MARKING THE APPROPRIATE SQUARES ON THE PROXY, THE SHARES
REPRESENTED BY THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS. A stockholder signing and returning the accompanying
proxy has the power to revoke it at any time prior to its exercise by delivering
to the Company a later dated proxy or by giving notice to the Company in writing
or in open meeting but without affecting any vote previously taken.
The holders of Common Shares entitling them to a majority of the voting
power of the Company must be present in person or by proxy at the Annual Meeting
to constitute a quorum for conducting business. Shares represented by proxies
received by the Company will be counted as present at the Annual Meeting for
purposes of determining the existence of a quorum, regardless of how or whether
such shares are voted on a specific proposal. The affirmative vote
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of a majority of the shares of common stock present at the Annual Meeting will
be required to elect the directors. However, the affirmative vote of a majority
of the outstanding shares will be required to amend to the Certificate of
Incorporation relating to the reverse stock split.
COMPANY PROFILE
Until April 22, 1998, Palm Desert Art, Inc. (formerly Database
Technologies, Inc.) had been engaged in the business of providing proprietary
database products to the insurance industry for claims handling. For the last
year or so, the Company had been exploring possible acquisition or merger
opportunities.
On April 22, 1998, the Company closed a transaction with Palm Desert Art
Publishers, Ltd., LLC, a limited liability company located in California,
pursuant to which Palm Desert Art Publishers Ltd., LLC sold all of its assets to
the Company in exchange for 32,763,661 shares of the Company's $.001 par value
common stock. In exchange for the assets of Palm Desert Art Publishers, the
Company issued 20,083,918 shares of its $.001 par value common stock to Palm
Desert. The balance of the shares are to be delivered to Palm Desert Art
Publishers upon the Shareholder's approval of a 10-for-1 reverse split of the
Company's stock.
Prior to selling its assets to the Company, Palm Desert Art Publishers,
Ltd. was in the art publishing business and had the exclusive rights to publish
the artworks of several contemporary artists who are well-recognized in the art
community. Palm Desert Art Publishers uses various publishing techniques ranging
from the classic, hand-pulled serigraphy to innovative new printing techniques
which incorporate hand-painted details. It also maintained a gallery in Palm
Desert, California.
Having acquired substantially all of the assets of Palm Desert Art
Publishers, Ltd., Database Technologies, Inc.-- now Palm Desert Art,
Inc.--intends to continue to search for intriguing contemporary artists while
aggressively growing its gallery and publishing business and reputation through
the acquisition of art framing shops, supply houses and galleries nationwide.
The Company is preparing to open a second gallery in Tarzana, California in
mid-June, 1998. It is the Company's business plan to convert the newly-acquired
art framing shops into galleries and to provide off-site framing services
through regional centers to take advantage of economies of scale.
In connection with this transaction, Palm Desert, as the new majority
shareholder of the Company, accepted the resignations of Robert A. Boyd and
Betty L. Wolfe, former officers and directors of the Company, and, in accordance
with the Company's By-Laws, appointed Hugh G. Pike and Jurg Mullhaupt to fill
the vacancies created by their resignations. Mr. Allan S. Wolfe remains as a
director of the Company. Mr. Pike serves as President and Treasurer of Company,
John Anderholt serves as Secretary and Ms. Sandra Mitchell serves as Vice
President of Marketing.
<PAGE>
With respect to the company's change of name, immediately prior to closing
the transaction with Palm Desert Art Publishers, Ltd., it was discovered that
the Company's Certificate of Incorporation had lapsed by proclamation of the
State of Delaware for failure to pay franchise taxes. The Company was able to
renew and revive its Certificate of Incorporation by paying all past accrued
franchise taxes, however, it was required to do so using a new corporate name
inasmuch as another company had since registered in Delaware under the name
"Database Technologies." Accordingly (and in contemplation of the transaction
with Palm Desert Art Publishers, Ltd.), the Company renewed and revived its
Certificate of Incorporation using the name "Palm Desert Art, Inc." and is
presently in good standing in the State of Delaware.
ELECTION OF DIRECTORS
The Company's Board of Directors consists of three directors. At the July
14, 1998 Annual Meeting, the stockholders will elect three directors to hold
office until the next Annual Meeting of Shareholders.
The three persons who have been nominated for election as directors are
Hugh G. Pike, Allan S. Wolfe, and Jurg Mullhaupt, all of whom presently are
directors of the Company. It is the intention of the holders of the proxies in
the accompanying form to vote for the election of these three nominees, unless
authorization to do so is withheld. The holders of the proxies may, in their
discretion, vote for substitute nominees in the event that any nominee becomes
unable to serve for any reason presently unknown.
NOMINEES
Directors and Executive Officers
Age Position
--- --------
Hugh G. Pike 60 Chairman of the Board
President and Treasurer
Allan S. Wolfe 66 Director
Jurg Mullhaupt 50 Director
BUSINESS EXPERIENCE
HUGH G. PIKE, age 60, is the President, Treasurer, and Chairman of the Board of
Directors. He has served in these capacities since April 22, 1998, the date upon
which the Company purchased the assets of Palm Desert Art Publishers, Ltd., LLC,
which owned and operated an art gallery and owned the exclusive right to publish
the artwork of several contemporary artists and which is now the Company's
majority shareholder. Mr. Pike had been the President of Palm Desert Art
Publishers, Ltd. LLC since April 1997. For approximately ten years prior to that
time, Mr. Pike provided consulting services to the real estate industry. Mr.
Pike is the
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father-in-law to Mr. Mullhaupt who is also a Director of the Company.
ALLAN S. WOLFE, age 66, is the President of Dataware Technologies, LLC, a New
Hampshire limited liability company which provides software data to the
insurance industry. From November 1988 to April 22, 1998, Mr. Wolfe served as
President, Treasurer and Chairman of the Board and was a majority shareholder of
the Company. Prior to that time, Mr. Wolfe had been Chief Executive Officer of
Pathfinder Data Group, Inc., a company which provided insurance replacement and
software data. From 1980 to 1984, Mr. Wolfe was Vice President of Audio of New
England, Inc., a corporation engaged in the same business as Pathfinder, as well
as the retailing of hi-fi equipment to the public.
JURG MULLHAUPT, age 50, has been a Director of the Company since April 22, 1998.
Mr. Mullhaupt is President and Chief Executive Officer of First National
Environmental Technologies Inc., a privately-held company which provides
equipment and consulting services to municipalities in connection with their
underground infrastructure for the delivery of water. Mr. Mullhaupt is the
son-in-law of Mr. Pike, the Company's President and Chairman of the Board.
The terms of office all of Directors of the Company are from the time of
election until the next annual meeting of stockholders, and until their
respective successors are elected and qualified as provided in the By-Laws of
the Company. All officers hold office at the pleasure of the Board of Directors.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
There were three meetings of the Board of Directors during the last fiscal
year. In addition the board acted on a number of occasions by unanimous written
consent. Each of the Directors of the Company attended all of the meetings of
the Board of Directors, and committees of which they were a member that were
held in the last fiscal year.
The Company does not have a standing audit, nominating and/or compensation
committee or any other committees performing similar functions.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information with respect to each person known to
the management of the Company who are the beneficial owners of more than five
percent of the common stock of the Company, that which is owned by each director
and officer of the Company and that which is owned by all directors and officers
of the Company as a group, 4 persons, as of June 9, 1998.
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
- ------------------- ----------------------- --------
Non-Management
Beneficial Owners:
Palm Desert Art 20,083,918 80.34%
Publishers, Ltd.(1)
39-725 Garand Lane,
Suite J
Palm Desert, CA
Sencorp Ltd.(2) 2,450,000 9.80
National Westminster
Bank Building
57/63 Line Wall Road
P. O. Box 199
Gibraltar
Directors/Officers:
Hugh G. Pike 0 0.00%
Allan S. Wolfe(3) 1,313,658 5.25%
Jurg Mullhaupt 0 0.00%
John Anderholt
0 0.00%
Directors/Officers as a Group: 1,313,658 5.25%
(1) As reported in Schedule 13-D relating to events as of April 22, 1998,
filed with the Securities and Exchange Commission, 20,083,918 shares
of the company are held by Palm Desert Art Publishers, Ltd., LLC,
("PDAP") of which Elaine Mullhaupt is a member. Ms. Mullhaupt is the
daughter of Hugh G. Pike and is the wife of Jurg Mullhaupt. Mr. Pike
is the President and Director of the Company and is President of PDAP.
Mr. Mullhaupt is a director of the Company. PDAP has sole voting and
dispositive power with respect to all shares held by PDAP.
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<PAGE>
(2) As reported in Schedule 13-D relating to events as of April 24, 1998
filed with the Securities and Exchange Commission, 2,450,000 shares of
the Company's Common Stock is held by Sencorp Ltd., a privately-held
trading company which has sole voting and dispositive power over all
shares held.
(3) Allan S. Wolfe holds 1,312,658 shares of the Company's Common Stock.
His wife, Betty L. Wolfe, a former director and officer of the
company, holds 1,000 shares. In the aggregate, they have voting and
dispositive power over 1,313,658 shares held by them, respectively.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
On April 22, 1998, the Company sold to Allan S. Wolfe (a shareholder, director,
former officer and creditor of the Company) certain software assets of the
Company together with a promissory note from the Company in favor of Mr. Wolfe
in the amount of $90,000 in exchange for which Mr. Wolfe agreed to discharge the
Company's debt to him in the amount of $184,000. To induce Mr. Wolfe to accept
the Company's promissory note, the Company's majority shareholder, Palm Desert
Art Publishers, Ltd., LLC, agreed to guaranty payment of the note and pledged to
Mr. Wolfe as security for the guaranty all shares of the capital stock of the
Company which Palm Desert Art Publishers, Ltd., LLC had acquired under the Asset
Purchase and Subscription Agreement between itself and the Company.
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<PAGE>
EXECUTIVE COMPENSATION
The following table shows all remuneration in excess of $100,000 paid by the
Company during the fiscal year ending April 30, 1998, to all directors and
officers as a group:
<TABLE>
<CAPTION>
Cash and Cash
Equivalent Forms
of Remuneration
---------------
Securities or
Property
Name of Insurance
Individual Salaries, Fees Benefits or Aggregate
or Number Capacities Directors Fees Reimbursement Contingent
of Persons in which Commissions & Personal Form of
in Group Served Bonuses Benefits Remuneration
- -------- ------ ------- -------- ------------
<S> <C> <C> <C> <C>
All Directors
and Officers
as a Group
(pre-4/22/98) NONE NONE NONE
All Directors
and Officers
as a Group
(post-4/22/98) NONE NONE NONE
</TABLE>
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<PAGE>
MANAGEMENT PROPOSAL I
The Board of Directors has proposed an amendment to the Certificate of
Incorporation which provides for the decrease in the number of outstanding
shares (par value $.001) from 25,000,000 to 2,500,000 shares by way of a
10-for-1 reverse stock split. Delaware Corporation Law requires the affirmative
vote of a majority of the outstanding and eligible shares to amend to the
Certificate of Incorporation relating to a reverse stock split.
The Board of Directors has determined this to be the best course of action as it
will provide the Company with the ability to issue more stock to raise capital
or to exchange shares for possible future acquisitions. The Company is currently
negotiating with four different individuals and/or entities relating to
potential acquisition of up to ten art framing shops and galleries.
The Board of Directors proposes the following resolution:
RESOLVED, that the Board of Directors is hereby authorized to take any and
all action necessary to effect a 10-for-1 reverse stock split of the
Company's $.001 par value Common Stock from 25,000,000 issued and
outstanding to 2,500,000.
ANNUAL REPORT
A copy of the Company's Annual Report for the year ended April 30, 1998
accompanies this Proxy Statement but does not constitute part of the proxy
solicitation material.
ANY PERSON FROM WHOM PROXIES FOR THIS MEETING ARE SOLICITED MAY OBTAIN FROM THE
COMPANY, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION ON FORM 10-K FOR THE YEAR ENDED APRIL 30, 1997, INCLUDING
THE FINANCIAL STATEMENTS THEREIN AND THE RELATED SCHEDULES, BY WRITTEN REQUEST
ADDRESSED TO HUGH G. PIKE, PALM DESERT ART, INC. 39-725 GARAND LANE, SUITE J,
PALM DESERT, CALIFORNIA 92211. ANY SUCH REQUEST FROM A BENEFICIAL OWNER OF STOCK
NOT REGISTERED IN HIS/HER NAME MUST CONFIRM THAT HE/SHE WAS A BENEFICIAL OWNER
OF SUCH STOCK ON JUNE 9, 1998.
INDEPENDENT PUBLIC ACCOUNTANTS
Berry, Dunn, McNeil & Parker has served as the Company's independent public
accountants during the year ended April 30, 1998. A representative of Berry,
Dunn, McNeil & Parker is expected to be present at the Annual Meeting with the
opportunity to make a statement if he desires to do so and to respond to
appropriate questions from shareholders.
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<PAGE>
OTHER MATTERS
The Board of Directors does not know of any matters to be presented at the
meeting other than those described above. If any other matter should properly
come before the meeting, or any adjournment thereof, it is intended that the
shares represented by proxies in the accompanying form will be voted by the
holders of the proxies in their discretion.
The Company will bear the cost of solicitation of proxies. In addition to
the use of the mails, proxies may be solicited by certain officers, directors,
and regular employees of the Company without extra compensation by telephone
telegraph or personal interview. The Company will also request banking
institutions, brokerage firms, custodians, nominees, and fiduciaries to forward
solicitation materials to beneficial owners of common stock of the Company held
of record by such persons, and the Company will reimburse any forwarding
expenses.
STOCKHOLDER PROPOSALS
A proposal by a shareholder intended for inclusion in the Company's proxy
statement and form of proxy for the next Annual Meeting of Stockholders must, in
accordance with applicable regulations of the Securities and Exchange
Commission, be received by the Company at 39-725 Garand Lane, Suite J, Palm
Desert, California 92211, on or before February 1, 1999, in order to be eligible
for such inclusion. The 1999 Annual Meeting of Shareholders is presently
scheduled to be held on June 30, 1999.
By Order of the Board of Directors,
-----------------------------------
John Anderholt, Secretary
Palm Desert, California
June __, 1998
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<PAGE>
APPENDIX
PALM DESERT ART, INC.
(Formerly DATABASE TECHNOLOGIES, INC.)
PROXY
FOR THE HOLDERS OF COMMON SHARES
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF PALM DESERT ART, INC.
(FORMERLY DATABASE TECHNOLOGIES, INC.)
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON July 14, 1998
The undersigned shareholder of PALM DESERT ART, INC. (formerly Database
Technologies, Inc.), a Delaware corporation (the "Company"), hereby appoints
Hugh G. Pike, Allan S. Wolfe or Jurg Mullhaupt, and each of them, attorneys of
the undersigned, with power of substitution, to vote all the shares which the
undersigned is entitled to vote at the Annual Meeting of Stockholders to be held
on Tuesday, July 14, 1998 and at any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY. A
Vote FOR proposals 1 and 2 is recommended. When properly executed, this proxy
will be voted in the manner directed by the undersigned shareholder. If no
direction is specified, this proxy will be voted for Proposals 1 and 2.
The above-named Attorneys and Proxies are instructed to vote all the
undersigned's shares as follows:
1. THE ELECTION OF DIRECTORS:
______ For the Election of All Nominees Listed Below. (except as marked to
the Contrary Below*)
______ Withhold Authority to Vote for All Nominees Listed Below.
Nominees
--------
Hugh G. Pike Allan S. Wolfe Jurg Mullhaupt
*(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THAT NOMINEE'S NAME ABOVE).
2. THE REVERSE STOCK SPLIT:
To consider and approve an amendment to the Company's Certificate of
Incorporation to provide for a reverse stock split to decrease the number of
issued and outstanding shares from 25,000,000 to 2,500,000 shares.
FOR ___ AGAINST ___ ABSTAIN ___
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.
Dated this ____ day of _________________, 1998.
_________________________________________________
Signature(s) of Stockholder(s)
_________________________________________________
Please print name
_________________________________________________
Please print name
Please complete, date and sign exactly as your name(s) appear on your stock
certificate. Joint owners should each sign personally. Executors,
administrators, trustees, guardians and others signing in a representative
capacity should indicate the capacity in which they sign. For shares held by a
corporation, please affix its corporate seal.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY TO:
STOCK TRANSFER COMPANY OF AMERICA P.O.
BOX 515943
DALLAS, TEXAS 75251
PROMPTLY USING THE ENCLOSED ENVELOPE.
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