UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 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 Under Rule 14a-12.
MILLENNIUM PLASTICS CORPORATION
(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 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, par value $.001 per share, of Millennium Plastics
Corporation
(2 Aggregate number of securities to which transaction applies:
_______________ shares of Common Stock based on the number outstanding
as of September 1, 2000.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: The filing fee was calculated pursuant to
Exchange Act Rule 0-11 (c)(1), and is the product of multiplying 1/50 of 1%
by an amount equal to the sum of (x) the product of ____________ shares of
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Common Stock, par value $.001 per share, of Millennium Plastics Corporation
multiplied by $_____________ per share, and (y) $___________ payable to
holders of outstanding options to purchase shares of Common Stock in exchange
for the cancellation of such options.
(4) Proposed maximum aggregate value of transaction: $135,714
(5) Total fee paid: $27.14
| 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>
MILLENNIUM PLASTICS CORPORATION
6265 S. Stevenson Way
Las Vegas, Nevada 89120
(702) 454-2121
Dear Millennium Plastics Stockholder:
You are cordially invited to attend the annual meeting of stockholders
of Millennium Plastics Corporation ("Millennium") to be held on September 25,
2000, at 10:00 a.m., local time, at The San Remo Hotel & Casino, Room -
Chateau 4, 115 E. Tropicana, Las Vegas, Nevada. At the annual meeting, you
will be asked to consider and vote upon;
1. the Acquisition Agreement, dated as of August 22, 2000, by and among
Millennium and SCAC, providing for the acquisition (the "Acquisition") of
100% of the issued and outstanding shares Solplax Limited ("Solplax") by
Millennium. Pursuant to the Acquisition, 12,000,000 restricted shares of
Millennium will be exchanged for 100% of the issued and outstanding shares of
Solplax. Following the Acquisition, Solplax will be a wholly owned subsidiary
of Millennium;
2. to elect a new board of directors for Millennium to serve through the
next year;
3. to re-confirm Weaver and Martin as Millennium's independent auditors;
4. to approve Millennium's 2000/2001 Stock Option Plan; and
5. to transact such other business as may properly come before the annual
meeting or any adjournment or postponement.
In 1999, the board of directors determined that in order to increase
stockholder value, Millennium should focus on its core business, and should
at the same time expand its business on an international basis as opposed to
a United States ("US") only operation. Following this determination,
Millennium sought to acquire the international rights for the biodegradable
plastics, which Millennium was familiar with, having recently purchased the
US intellectual property rights. After careful consideration of numerous
alternatives, the board of directors concluded that an acquisition proposal
by Millennium wherein Millennium would acquire 100% of Solplax, the
subsidiary of SCAC, which held the international rights to the biodegradable
plastics was the best alternative for our stockholders.
The board of directors, acting on recommendations of a Special
Committee, has determined that the terms and conditions of the Acquisition
are fair to, and in the best interests of the Millennium stockholders. In
reaching its decision, the Special Committee and the board of directors
considered, among other things, the fact that Millennium owned the US rights
and was commencing major research and development and marketing of the same
technology on a national level, and that the acquisition of the intellectual
property rights would allow Millennium to pursue the development and
marketing of the technology on an international level, and the non cash
consideration to be utilized by Millennium in the proposed Acquisition was
fair to Millennium stockholders, from a financial point of view. Therefore,
the board of directors recommends that you vote in favor of the Acquisition
and the transaction contemplated thereby.
The proposed Acquisition is an important decision for Millennium and its
stockholders. The Acquisition cannot occur unless, among other things, the
Acquisition agreement ("Acquisition Agreement") is approved by the holders of
a majority of the outstanding shares of Millennium common stock entitled to
vote at the annual meeting. The accompanying proxy statement explains the
proposed Acquisition and provides specific information concerning the annual
meeting. We encourage you to read this entire document carefully.
<PAGE>
Whether or not you plan to attend the annual meeting, please take the
time to vote on the proposal submitted by completing and mailing the enclosed
proxy card to us. Please sign, date and mail your proxy card indicating how
you wish to vote. If you fail to return your proxy card, the effect will be a
vote against the Acquisition.
Sincerely,
/s/ Paul Branagan
Paul Branagan
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
The Acquisition and other matters voted upon have not been approved or
disapproved by the Securities and Exchange Commission (the "SEC") or any
state securities regulators nor has the SEC or any state securities regulator
passed upon the fairness or merits of the Acquisition or upon the accuracy or
adequacy of the information contained in this proxy statement. Any
representation to the contrary is unlawful.
This proxy statement is dated September 8, 2000, and is first being
mailed to Millennium stockholders on or about September 11, 2000 to
stockholders of record of September 1, 2000.
<PAGE>
MILLENNIUM PLASTICS CORPORATION
6265 S. Stevenson Way
Las Vegas, Nevada 89120
(702) 454-2121
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 25, 2000
Dear Millennium Plastics Stockholder:
We will hold the Annual Meeting of Stockholders of Millennium Plastics
Corporation on September 25, 2000 at 10:00 a.m., local time, at The San Remo
Hotel & Casino, Room - Chateau 4, 115 E. Tropicana, Las Vegas, Nevada, for
the following purposes:
1. To consider and vote upon the Acquisition Agreement, dated as of August
22, 2000, by and among Millennium and SCAC, providing for the acquisition
(the "Acquisition") of 100% of the issued and outstanding shares Solplax
Limited ("Solplax") by Millennium. Pursuant to the Acquisition, 12,000,000
shares of Millennium will be exchanged for 100% of the issued and outstanding
shares of Solplax. Following the Acquisition, Solplax will be a wholly owned
subsidiary of Millennium;
2. To elect the following new board of directors for Millennium to serve
through the next year;
Paul T. Branagan
William E. Lennon
James L. Arnold
Donato Grieco
3. To re-confirm Weaver and Martin as Millennium's independent auditors;
4. To approve Millennium's 2000-2001 Stock Option Plan; and
5. To transact such other business as may properly come before the annual
meeting or any adjournment or postponement.
The board of directors, acting on recommendations of a Special
Committee, has determined that the terms and conditions of the Acquisition
are fair to, and in the best interests of, the Millennium stockholders and
unanimously recommends that you vote "FOR" the Acquisition.
Only Millennium Plastics stockholders of record at the close of business
on September 1, 2000, are entitled to notice of and to vote at the annual
meeting or any adjournment or postponement thereof. A complete list of the
stockholders entitled to vote at the annual meeting or any adjournments or
postponements of the annual meeting will be available at and during the
annual meeting.
YOUR VOTE IS IMPORTANT. TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT
THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED,
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON. YOU MAY
REVOKE YOUR PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT
ANYTIME BEFORE IT HAS BEEN VOTED AT THE ANNUAL MEETING. IF YOU RETURN A PROXY
WITHOUT SPECIFYING A CHOICE ON THE PROXY, THE PROXY WILL BE VOTED "FOR" THE
PROPOSALS. IT MAY BE POSSIBLE FOR YOU TO VOTE IN PERSON AT THE ANNUAL MEETING
EVEN IF YOU HAVE RETURNED A PROXY. PLEASE REVIEW THE PROXY STATEMENT FOR MORE
INFORMATION.
By Order of the Board of Directors
SECRETARY
Las Vegas, Nevada
August 22, 2000
<PAGE>
TABLE OF CONTENTS
PAGE
SUMMARY TERM SHEET 1
Date, Time and Place 1
Purpose of the Meeting 1
Stockholders Entitled to Vote 2
Vote Required 2
The Parties 2
Terms of the Acquisition 2
Registration Rights 2
Exchange pf Certificates 3
Recommendation of Millennium's Board of Directors 3
Dissenters' Rights 3
Tax Consequences 3
The Special Committee 3
Interest of Certain Persons in the Acquisition 4
Regulatory and Third Party Approvals 4
Conditions to the Merger 4
Termination 4
Effective Time 4
Operation of Solplax after the Acquisition 4
QUESTIONS AND ANSWERS ABOUT THE ACQUISITION 5
WHO CAN HELP ANSWER YOUR QUESTIONS 6
CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS 6
THE ANNUAL MEETING 7
Time, Place And Date 7
Purpose Of The Meeting 7
Record Date And Voting At The Annual Meeting 7
Votes Required 8
Solicitation And Proxy Solicitor 8
Revocation And Use Of Proxies 8
Adjournments Or Postponements 8
Election of Directors 9
Board of Directors Meeting 9
Identification of Executive Officers 9
Summary Compensation 9
Insider Participation in Compensation Decisions 10
Board of Directors Report on Executive Compensation 10
2000/2001 Stock Option Plan 10
Selection of Auditors 10
SPECIAL FACTORS OF ACQUISITION 10
Background Of The Acquisition 10
Reasons For The Acquisition 10
Recommendation Of The Board Of Directors And The Annual Committee 11
Certain Effects Of The Acquisition 12
Federal Income Tax Consequences 12
<PAGE>
THE ACQUISITION 12
Effective Time 13
The Acquisition And Acquisition Consideration 13
Regulatory Requirements 13
Anticipated Accounting Treatment 13
Rights Of Dissenting Stockholders 13
Fees And Expenses 13
THE ACQUISITION AGREEMENT 14
Representations And Warranties 14
Conduct Of Business Prior To The Acquisition 14
Additional Agreements Of Millennium Plastics 14
Director And Officer Indemnification 15
Cooperation And Reasonable Efforts 15
Conditions To The Acquisition 15
Termination Of The Acquisition Agreement 16
Termination Fee 17
Extension, Waiver And Amendment 17
Interest of Certain Persons in the Acquisition 17
Indemnification and Insurance 17
DIRECTORS AND EXECUTIVE OFFICERS OF MILLENNIUM PLASTICS 17
Executive Officers 17
Duties, Responsibilities and Experience 18
PRINCIPAL STOCKHOLDERS OF MILLENNIUM PLASTICS 18
PROPOSALS OF STOCKHOLDERS FOR 2001 ANNUAL MEETING 19
OTHER MATTERS 19
EXPENSES OF PROXY SOLICITATION 19
WHERE YOU CAN FIND MORE INFORMATION 19
APPENDICES
Appendix A Acquisition Agreement A-1
<PAGE>
SUMMARY TERM SHEET
Throughout this proxy statement the term "Acquisition" means the
Acquisition between SCAC Holdings Inc., a Nevada corporation ("SCAC"), and
Millennium Plastics Corporation, a Nevada corporation ("Millennium"), with
Solplax Limited ("Solplax") being the acquired entity. The term "Acquisition
Agreement" means the Acquisition Agreement dated as of August 22, 2000,
between SCAC Holdings Inc., a Nevada corporation ("SCAC"), and Millennium
Plastics Corporation, a Nevada corporation ("Millennium"), with Solplax
Limited ("Solplax") being the acquired entity. A copy of the Acquisition
Agreement is attached as Appendix A to this proxy statement.
This summary highlights selected information included in this proxy
statement. This summary may not contain all of the information that is
important to you. For a more complete understanding of the Acquisition and
the other information contained in this proxy statement, you should read this
entire proxy statement carefully, as well as the additional documents to
which it refers. For instructions on obtaining more information, see "Where
You Can Find More Information."
IN ADDITION TO CERTAIN OTHER MATTERS WHICH WILL BE VOTED ON, THE
ACQUISITION IS OF GREAT IMPORTANCE TO THE STOCKHOLDERS OF MILLENNIUM BECAUSE,
IF THE ACQUISITION AND EXCHANGE OF SHARES ARE CONSUMMATED, THE STOCKHOLDER'S
EQUITY INVESTMENT IN MILLENNIUM WILL BE DILUTED FOR AN EQUITY INVESTMENT IN
SOLPLAX. ACCORDINGLY, STOCKHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER
THE INFORMATION SUMMARIZED BELOW AND PRESENTED ELSEWHERE IN THIS PROXY
STATEMENT.
Date, Time and Place of the Monday, September 25, 2000, at 10:00
Annual Meeting of Millennium a.m., Las Vegas time, at The San Remo
Stockholders Hotel & Casino, Room - Chateau 4, 115 E.
Tropicana, Las Vegas, Nevada, ("the
Annual Meeting"). See "INTRODUCTION")
Purpose of the Meeting 1. To consider and vote upon the
Acquisition Agreement, dated as of August
22, 2000, by and among Millennium and
SCAC, providing for the acquisition (the
"Acquisition") of 100% of the issued and
outstanding shares Solplax Limited
("Solplax") by Millennium. Pursuant to
the Acquisition, 12,000,000
restrictedshares of Millennium will be
exchanged for 100% of the issued and
outstanding shares of Solplax. The shares
are subject to a Registration Rights
Agreement, wherein Millennium will
register the shares under the Securities
Act of 1933. Following the Acquisition,
Solplax will be a wholly owned subsidiary
of Millennium;
2. To elect a new board of directors
for Millennium to serve through the next
year, (current nominations are for Paul
T. Branagan, William E. Lennon, James L.
Arnold, and Donato Grieco;
<PAGE>
3. To re-confirm Weaver and Martin as
Millennium's independent auditors;
4. To approve Millennium's 2000-2001
Stock Option Plan; and
5. To transact such other business as
may properly come before the annual
meeting or any adjournment or
postponement.
Stockholders Entitled to Vote Only Millennium stockholders of record at
5:00 p.m., Las Vegas time on September 1,
2000 are entitled to notice of and to
vote at the Annual Meeting.
Vote Required Under Nevada law, the approval and
adoption of the Acquisition Agreement
requires the affirmative vote of the
holders of a majority of the Millennium
Common Stock outstanding and entitled to
vote. Millennium anticipates that all
current Millennium directors and officers
will vote their shares of Millennium
Common Stock to approve the Acquisition.
As of September 1, 2000, the directors
and officers of Millennium beneficially
owned 908,500 shares of Millennium Common
Stock representing 4% of the outstanding
shares of Millennium Common Stock. See
"Introduction," and "The Acquisition-Vote
Required."
Parties to the Acquisition:
Millennium: Millennium Plastics Corporation, formerly
Aurora Corporation, through its merger
with Graduated Plastics Corporation,
acquired the United States patent rights
to the polymer and coating technology
invented in 1995 by Solplax Limited of
Ireland. The plastics have the unique and
marketable characteristic of dissolving
in water and leaving only non-toxic water
and atmospheric gases.
The principal executive offices of
Millennium are located at 6265 S.
Stevenson Way, Las Vegas, Nevada 89120.
(702) 454-2121
SCAC Holdings Inc.: SCAC Holdings Inc. is the owner of 100%
of the issued and outstanding shares of
common stock of Solplax Limited. Solplax
owns the patent rights to the polymer and
coating technology worldwide, excluding
Ireland, and the United States.
The principal executive offices of SCAC
Holdings Inc. are located at 26 Laurier
Rd., London, England NW515G
Solplax Limited: Solplax Limited owns the patent rights to
the polymer and coating technology
<PAGE>
worldwide, excluding Ireland, and the
United States. The new plastic product,
termed Solplax, has its technological
basis in an improved method for the
manufacture of thermoplastic polyvinyl
alcohol (PVA) in combination with other
approved food grade additives which are
commonly used in commercial and consumer
plastic products. The products
manufactured with Solplax polymers are
biodegradable when disposed of through
landfill or other disposal methods.
The Principal executive offices of
Solplax Limited are located in Galway,
Ireland.
Terms of the Acquisition As a result of the Acquisition SCAC will
receive 12,000,000 shares of common
stock, $.001 par value, of Millennium
("Millennium Common Stock") pursuant to
the Acquisition Agreement. See "The
Acquisition-Capitalization of Millennium
and Exchange of Shares."
Registration Rights The Acquisition Agreement provides for
the issuance of 12,000,000 shares of
Millennium Common Stock to be issued to
SCAC in exchange for 100% of the issued
and outstanding shares of Solplax, a
wholly owned subsidiary of SCAC. The
Millennium Common Stock issued to SCAC is
subject to registration rights (the
"Registration Rights"). Under the terms
of the Acquisition Agreement Millennium
shall register the 12,000,000 shares of
Millennium Common Stock for distribution
to the SCAC stockholders of record five
days after the effective date of the
registration.
Exchange of Certificates If the Merger is consummated, exchange of
certificates formerly representing shares
of Solplax Common Stock for certificates
representing the appropriate number of
shares of Millennium Common Stock will be
made upon surrender to Sperry Young &
Stoecklein, ("Exchange Agent") 1850 E.
Flamingo Rd., Suite 111, Las Vegas,
Nevada, 89109, of the certificates
formerly representing 100% of Solplax
Common Stock.
Recommendation of Millennium Board
of Directors; Reasons for the The board of directors of Millennium has
Acquisition; Fairness duly approved and executed the
Acquisition Agreement and recommends a
vote in favor of it in the belief that
the Acquisition is in the best interest
of Millennium stockholders. Before giving
this approval, the Millennium board
reviewed a number of factors, including
the terms of the Acquisition Agreement,
the shares being issued to SCAC, and
information regarding the financial
condition, operations and prospects of
Solplax. The Millennium board also found
<PAGE>
that the value of the Solplax Common
Stock to be received pursuant to the
Acquisition Agreement compared favorably
with the value of Millennium Common
Stock, in light of the technology being
acquired as the result of the Solplax
acquisition. See "Special Factors of the
Acquisition - Recommendation of Board of
Directors."
Dissenters' Rights Under Nevada law, because Millennium is a
publicly traded corporation on the
OTC:BB, the common stockholders have no
dissenters' rights of appraisal. See "The
Acquisition - Rights of Dissenting
Stockholders."
Federal Income Tax Consequences For federal income tax purposes, it is
intended that the Acquisition constitute
a "reorganization" under Section
368(a)(2)(E) of the Internal Revenue Code
so that no gain or loss will be
recognized by SCAC. See "Special Factors
of the Acquisition - Federal Income Tax
Consequences."
The Special Committee The board of directors established a
Special Committee to exercise all
lawfully delegable powers of the board of
directors in connection with any
potential transaction for the acquisition
of Solplax. All Millennium directors,
except Mr., Branagan who is affiliated
with SCAC (a director), are members of
the Special Committee.
Interests of Certain Persons in The Acquisition agreement provides that
the Acquisition indemnification and insurance will be
maintained for Millennium officers and
directors, and indemnification provisions
in Millennium current articles of
incorporation and bylaws will be
continued, for six years after the
Acquisition. See "The Acquisition
Agreement-Director and Officer
Indemnification" and "Interests of
Certain Persons in the Acquisition-
Indemnification" for further information.
Regulatory and Third Party Other than compliance with the Hart-Scott-
Approvals Rodino Antitrust Improvements Act of
1976, no material regulatory approvals
are required. Failure to obtain non-
material governmental consents will not
prevent completion of the Acquisition.
See "The Acquisition - Regulatory
Requirements."
Conditions to the Merger;
Termination Notwithstanding approval of the
Acquisition Agreement by Millennium
stockholders, consummation of the
Acquisition is subject to a number of
conditions which, if not fulfilled or
<PAGE>
waived, permit termination of the
Acquisition Agreement, including the
absence of any temporary restraining
order, preliminary or permanent
injunction, or other order preventing
consummation of the Acquisition or any
transaction contemplated by the
Acquisition Agreement. The Acquisition
Agreement will terminate by its terms if
the Acquisition has not occurred on or
prior to the earlier of September 30,
2000 or five business days following the
Millennium stockholder approval of the
Acquisition Agreement. The Acquisition
may also be abandoned by mutual consent,
and in certain other circumstances. See
"The Acquisition - Conditions to the
Acquisition."
Effective Time If the Acquisition Agreement is adopted
and approved at the Annual Meeting, and
all other conditions to the Acquisition
have been met or waived, the parties
expect the Acquisition to be effective on
September 25, 2000. See "The Acquisition
- Conditions to the Acquisition." If all
conditions are not met or waived, there
could be a delay in the Effective Time or
the Acquisition Agreement could be
terminated.
Operation of Solplax after the It is contemplated that, after the
Acquisition Acquisition, Millennium will operate
Solplax as a wholly-owned subsidiary. See
"The Acquisition."
QUESTIONS AND ANSWERS ABOUT THE ACQUISITION
WHY SHOULD MILLENNIUM PURCHASE SOLPLAX?
Solplax currently owns the international rights, except for Ireland, for
biodegradable plastics as developed under certain patents - United States
Patent 5,948,848. Millennium acquired rights under the patents for the United
States. Millennium and SCAC, Solplax's parent corporation, have determined
that the rights to develop multi-biodegradable plastic products on a
worldwide basis would be more economically suited if controlled by a single
entity. Therefore, Millennium, by purchasing Solplax, will control the
worldwide biodegradable patents rights held by Solplax, with the exception of
Ireland.
WHAT WILL HAPPEN TO SOLPLAX AFTER THE ACQUISITION?
If the Acquisition is approved by Millennium, Solplax will become a
wholly owned subsidiary of Millennium.
ARE THERE RISKS TO BE CONSIDERED?
The Acquisition is contingent upon, among other things, stockholder
approval and governmental approvals. If any of these or other conditions are
not satisfied, or for some other reason the transaction does not close,
Millennium Plastics's stock would be subject to market risks.
IF MY SHARES OF MILLENNIUM PLASTICS COMMON STOCK ARE HELD IN "STREET NAME" BY
MY BROKER, WILL MY BROKER VOTE MY SHARES FOR ME?
<PAGE>
No. The law does not allow your broker to vote your shares of Millennium
common stock on the Acquisition at the annual meeting without your direction.
You should follow the instructions from your broker on how to vote your
shares. Shares that are not voted because you do not instruct your broker are
called "broker non-votes," and will have the effect of a vote "AGAINST" the
Acquisition.
IF I SEND IN MY PROXY CARD BUT DO NOT INDICATE MY VOTE, HOW WILL MY SHARES BE
VOTED?
If you sign and return your proxy card but do not indicate how to vote
your shares at the annual meeting, the shares represented by your proxy will
be voted "FOR" the Proposals.
WHAT IF I DON'T RETURN MY PROXY CARD?
Since it takes a majority of the shares outstanding to approve the
Proposals, not returning your proxy card is the same as voting against the
Acquisition.
WHAT SHOULD I DO NOW TO VOTE AT THE ANNUAL MEETING?
Sign, mark and mail your proxy card indicating your vote on the
Acquisition in the enclosed return envelope as soon as possible, so that your
shares of Millennium common stock can be voted at the annual meeting.
MAY I CHANGE MY VOTE AFTER I MAIL MY PROXY CARD?
Yes. You may change your vote at any time before your proxy is voted at
the annual meeting. You can do this in three ways:
* You can send Millennium a written statement that you revoke your proxy,
which to be effective must be received prior to the vote at the annual
meeting;
* You can send Millennium a new proxy card prior to the vote at the annual
meeting, which to be effective must be received by Millennium prior to the
vote at the annual meeting; or
* You can attend the annual meeting and vote in person. Your attendance
alone will not revoke your proxy. You must attend the annual meeting and cast
your vote at the annual meeting.
Send any revocation of a proxy or new proxy card to the attention of the
Corporate Secretary at Millennium 6265 S. Stevenson Way, Las Vegas, Nevada
89120. (702) 454-2121. If your shares are held in street name, you must
follow the directions provided by your broker to vote your shares or to
change your instructions.
WHO CAN HELP ANSWER YOUR QUESTIONS
If you have more questions about the Acquisition or would like
additional copies of the proxy statement, you should contact:
Millennium Plastics Corporation
6265 S. Stevenson Way
Las Vegas, Nevada 89120
Attention: Paul Branagan
President, and Secretary
Telephone Number: (702) 454-2121
<PAGE>
CAUTIONARY STATEMENT CONCERNING
FORWARD LOOKING STATEMENTS
This proxy statement and the documents to which we refer you to in this
proxy statement contain forward-looking statements. In addition, from time to
time, we or our representatives may make forward-looking statements orally or
in writing. We base these forward-looking statements on our expectations and
projections about future events, which we derive from the information
currently available to us. Such forward-looking statements relate to future
events or our future performance, including:
* our financial performance and projections;
* our growth in revenue and earnings; and
* our business prospects and opportunities.
You can identify forward-looking statements by those that are not
historical in nature, particularly those that use terminology such as "may,"
"will," "should," "expects," "anticipates," "contemplates," "estimates,"
"believes", "plans," "projected," "predicts," "potential" or "continue" or
the negative of these or similar terms. In evaluating these forward-looking
statements, you should consider various factors, including
* our ability to retain the business of our significant customers;
* our ability to keep pace with new technology and changing market needs;
and
* the competitive environment of our business.
These and other factors may cause our actual results to differ
materially from any forward-looking statement.
Forward-looking statements are only predictions. The forward-looking
events discussed in this proxy statement, the documents to which we refer you
and other statements made from time to time by us or our representatives, may
not occur, and actual events and results may differ materially and are
subject to risks, uncertainties and assumptions about us. We are not
obligated to publicly update or revise any forward-looking statement, whether
as a result of uncertainties and assumptions, the forward-looking events
discussed in this proxy statement, the documents to which we refer you and
other statements made from time to time by us or our representatives, might
not occur.
THE ANNUAL MEETING
TIME, PLACE AND DATE
We are furnishing this proxy statement to Millennium stockholders in
connection with the solicitation of proxies by the Millennium board of
directors for use at the annual meeting of stockholders of Millennium to be
held on September 25, 2000, at 10:00 a.m., local time, at The San Remo Hotel
& Casino, Room - Chateau 4, 115 E. Tropicana, Las Vegas, Nevada, or any
adjournment or postponement thereof, pursuant to the enclosed Notice of
Annual Meeting of Stockholders.
PURPOSE OF THE MEETING
At the annual meeting, holders of Millennium Plastics common stock of
record as of the close of business on September 1, 2000 will be eligible to
vote upon:
<PAGE>
1. the Acquisition Agreement, dated as of August 22, 2000, by and among
Millennium and SCAC, providing for the acquisition (the "Acquisition") of
100% of the issued and outstanding shares Solplax Limited ("Solplax") by
Millennium. Pursuant to the Acquisition, 12,000,000 shares of Millennium will
be exchanged for 100% of the issued and outstanding shares of Solplax.
Following the Acquisition, Solplax will be a wholly owned subsidiary of
Millennium;
2. to elect new board of directors for Millennium to serve through the next
year; (the nominated board members are Paul T. Branagan, William E. Lennon,
James L. Arnold, and Donato Grieco);
3. to re-confirm Weaver and Martin as Millennium's independent auditors;
4. to approve Millennium's 2000/2001 Stock Option Plan; and
5. to transact such other business as may properly come before the annual
meeting or any adjournment or postponement.
RECORD DATE AND VOTING AT THE ANNUAL MEETING
The board of directors has fixed the close of business on September 1,
2000, as the record date for the determination of the stockholders entitled
to notice of, and to vote at, the annual meeting and any adjournments and
postponements of the annual meeting. On that day, there were 15,992,000
shares of Millennium common stock outstanding, which shares were held by
approximately 245 stockholders of record. Holders of Millennium Plastics
common stock are entitled to one vote per share.
A majority of the issued and outstanding shares of Millennium common
stock on the record date, represented in person or by proxy, will constitute
a quorum for the transaction of business at the annual meeting. If a quorum
is not present, the annual meeting may be adjourned from time to time, until
a quorum is present. Abstentions and broker non-votes are counted as present
for purposes of determining the presence of a quorum at the annual meeting
for the transaction of business.
Any stockholder of Millennium Plastics has the right to vote against
approval of the Acquisition and the Acquisition agreement. However, under
Nevada law, because Millennium is a publicly traded corporation, Millennium
Plastics stockholders have no statutory dissenters' rights of appraisal. See
"Acquisition-Rights of Dissenting Stockholders."
VOTES REQUIRED
Approval of any Proposal requires the affirmative vote of holders of a
majority of the outstanding shares of Millennium Plastics common stock
entitled to vote at the annual meeting. A failure to vote, abstention from
voting, or a broker non-vote will have the same legal effect as a vote cast
against approval of any Proposal.
Brokers, and in many cases nominees, will not have discretionary power
to vote on the proposals to be presented at the annual meeting. Accordingly,
beneficial owners of shares must instruct their brokers or nominees how to
vote their shares at the annual meeting.
SOLICITATION AND PROXY SOLICITOR
Millennium will bear all expenses of the solicitation of proxies in
connection with this proxy statement, including the cost of preparing and
mailing this proxy statement. Millennium will reimburse brokers, fiduciaries,
custodians and their nominees for reasonable out-of-pocket expenses incurred
in sending this proxy statement and other proxy materials to, and obtaining
instructions relating to such materials from, beneficial owners of Millennium
Plastics common stock. Millennium stockholder proxies may be solicited by
directors, officers and employees of Millennium in person or by telephone,
facsimile or by other means of communication. However, they will not be paid
for soliciting proxies.
<PAGE>
REVOCATION AND USE OF PROXIES
The enclosed proxy card is solicited on behalf of the Millennium board
of directors. A stockholder giving a proxy has the power to revoke it at any
time before it is exercised by (i) delivering a written notice revoking the
proxy to Millennium before the vote at the annual meeting; (ii) executing a
proxy with a later date and delivering it to Millennium before the vote at
the annual meeting; or (iii) attending the annual meeting and voting in
person. Any written notice of revocation should be delivered to the attention
of the Corporate Secretary at Millennium, 6265 S. Stevenson Way, Las Vegas,
Nevada 89120. Attendance at the annual meeting without casting a ballot will
not, by itself, constitute revocation of a proxy.
Subject to proper revocation, all shares of Millennium common stock
represented at the annual meeting by properly executed proxies received by
Millennium will be voted in accordance with the instructions contained in
such proxies. Executed, but unmarked, proxies will be voted "FOR" approval of
the Proposals.
ADJOURNMENTS OR POSTPONEMENTS
Although it is not expected, the annual meeting may be adjourned or
postponed for the purpose of soliciting additional proxies. Any adjournment
or postponement of the annual meeting may be made without notice, other than
by an announcement made at the annual meeting, by approval of the holders of
a majority of the votes present in person or represented by proxy at the
annual meeting, whether or not a quorum exists. Any signed proxies received
by Millennium Plastics will be voted in favor of an adjournment or
postponement of the annual meeting in these circumstances, unless either a
written note on the proxy delivered by the stockholder directs otherwise or
the stockholder has voted against the Acquisition agreement. Thus, proxies
voting against the Acquisition agreement will not be used to vote for
adjournment of the annual meeting for the purpose of providing additional
time to solicit votes to approve the Acquisition agreement. Any adjournment
or postponement of the annual meeting for the purpose of soliciting
additional proxies will allow Millennium Plastics stockholders who have
already sent in their proxies to revoke them at any time prior to their use.
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
The Company has no separate Compensation Committee; the entire Board of
Directors makes decisions regarding executive compensation. Paul Branagan is
the President, Secretary/Treasurer and a Director, William Lennon, James
Arnold and Donato Grieco are Directors. All of them participated in
deliberations of the Company's Board of Directors concerning executive
officer compensation.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
The Board of Directors has no existing policy with respect to the
specific relationship of corporate performance to executive compensation.
The Board has set executive compensation at what the Board considered to be
the minimal levels necessary to retain and compensate the officers of the
company for their activities on the Company's behalf.
2000/2001 STOCK OPTION PLAN
The 2000/2001 Stock Option Plan ("SOP") proposed by the board of
directors of Millennium is to be administered by a committee established by
the board of directors. Eligible participants include Millennium's employees,
officers, directors, consultants and independent contractors of Millennium.
The numbers and terms of the options to be granted each participant are to be
determined by committee. The 2000/2001 SOP is proposed to have available 2
million shares of Millennium Common Stock available for the granting of
options under the SOP. The option price per share may not be less than eighty-
five percent (85%) of fair market value per share on the date of the grant of
the option.
<PAGE>
SELECTION OF AUDITORS
The board of directors selected Weaver and Martin as the independent
auditor to examine Millennium's financial statements for the fiscal year
ended March 31, 2001.
SPECIAL FACTORS OF ACQUISITON
BACKGROUND OF THE ACQUISITION
At a board meeting on January 22, 2000, the board of directors of
Millennium determined that, in order to increase stockholder value,
Millennium should focus on its core business.
At a regular meeting held on April 30, 2000, the board of directors
authorized the officers of Millennium to pursue the acquisition of Solplax to
enable Millennium to control the worldwide patent rights for biodegradable
plastics held by Solplax.
At a special telecom meeting of the board of directors on May 29, 2000,
the board of directors approved the terms of a letter of intent to purchase
SCAC's 100% equity interest in Solpolax, and the formal document was executed
on August 22, 2000.
REASONS FOR THE ACQUISITION
As discussed above under the caption "Background of the Acquisition,"
the Millennium board of directors had determined in 1999 that, in order to
increase stockholder value, Millennium should focus on its core business and
should the board of directors of Millennium determined that in order to
achieve its strategic objectives, Millennium would need to further
concentrate its focus by selling more of its products, rationalize its
remaining operations, acquire related businesses, and integrate those
businesses into the existing operations. In evaluating this potential course
of action, the board of directors determined that there was a significant
risk that Millennium would be unsuccessful in implementing this course of
action and that, even if successful, there was no assurance that these
efforts would result in a meaningful increase in the price of Millennium
common stock.
In addition, several large holders of Millennium common stock had
expressed to Millennium, from time to time in 1999 and continuing in 2000,
their desire to sell their Millennium shares due to their perception that
Millennium was not achieving its objectives of increasing stockholder value.
Since there is a relatively small number of outstanding Millennium shares,
the sale of large numbers of shares by one or more of these stockholders
would likely result in a decrease in the market price of Millennium's common
stock. Any such depressant effect in the market price of Millennium's common
stock would likely have the effect of making it more difficult for Millennium
to acquire other companies using Millennium's common stock as the form of
consideration. As a result, any such sales of common stock by large
stockholders may have impaired Millennium's ability to pursue its strategic
objectives of repositioning Millennium for future growth, in part, through
acquisitions. Without other catalysts to increase the market price of
Millennium's common stock, the board of directors believed that it could take
a considerable period of time for the stock price to recover from the effects
of any such stock sales, if it were to recover at all.
As a result, due to the board of directors' belief that the prospect of
increasing stockholder value through the pursuit of a strategic plan to
reposition Millennium involved a significant degree of uncertainty as well as
significant time to achieve, the board of directors determined in April 2000
to consider the possible purchase of Solplax as an alternative means of
increasing stockholder value. After careful consideration, the board of
directors concluded that a proposal for Millennium to acquire Solplax was in
the best interests of the Millennium's stockholders and, accordingly,
approved the Acquisition. On August 21, 2000, the day prior to the
announcement of the signing of the Acquisition agreement with SCAC, the
closing market price of Millennium's common stock was $1.00 per share.
<PAGE>
This discussion of the information and factors considered by
Millennium's board of directors is not intended to be exhaustive. In view of
the variety of factors considered in connection with its evaluation of the
Acquisition, Millennium's board did not find it practicable to, and did not
quantify or otherwise assign relative weight to, the specific factors
considered in reaching its determination. Further, individual members of the
board of directors may have given differing weights to differing factors.
RECOMMENDATION OF THE BOARD OF DIRECTORS AND THE ANNUAL COMMITTEE
The board of directors, following the unanimous recommendation to it by
the members of the Special Committee, has unanimously approved the
Acquisition agreement, the Acquisition and the transactions contemplated by
the Acquisition agreement and recommends that the stockholders vote "FOR"
approval and adoption of the Acquisition agreement and the Acquisition. The
board of directors believes that the consideration to be received by
Millennium stockholders is fair and in the best interests of Millennium
stockholders.
The recommendation of the board of directors is based upon the following
factors:
(i) reviewed the Acquisition agreement and discussed with the officers
of Millennium the course of negotiations with purchaser;
(ii) reviewed certain internal financial and operating information,
including financial forecasts and projections that were provided by
Millennium, taking into account (a) the growth prospects of Millennium and
the various market segments in which it competes, (b) the relation of
projected trends to Millennium's historical performance and track record of
meeting its forecasts, and (c) changes in management, organization structure
and management practices at certain subsidiaries;
(iii) met with Millennium corporate office and subsidiary management
regarding the business prospects, financial outlook and operating plans of
each subsidiary of Millennium;
(iv) performed a discounted cash flow analysis to analyze the present
value of the future cash flow streams that Millennium is expecting to
generate, which included various sensitivity analyses that addressed
potential effects to Millennium's financial forecasts and projections and an
assessment of Millennium's net asset value in relation to potential value
available to the stockholders;
(v) considered the current and historical market prices of the
Millennium common stock, as well as the limited trading volume and public
float of the Millennium common stock;
(vi) compared the valuation in the public market of companies similar to
that of Millennium and to that of its individual subsidiaries in market,
product types, and size;
CERTAIN EFFECTS OF THE ACQUISITION
Pursuant to the Acquisition agreement, following approval of the
Acquisition Agreement and subject to the fulfillment or waiver of certain
conditions, Solplax will become a 100% wholly owned subsidiary of Millennium,
and Millennium will issue 12,000,000 restricted shares of its Common Stock,
subject to registration rights. As a result of the Acquisition Millennium
will own the worldwide rights to the Solplax biodegradable plastics
technology, with the exception of Ireland.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a general summary of the material United
States federal income tax consequences of the Acquisition. This discussion is
based upon the Internal Revenue Code of 1986, as amended (the "Code"),
regulations promulgated by the United States Treasury Department, judicial
authorities, and current rulings and administrative practice of the Internal
<PAGE>
Revenue Service (the "Service"), as currently in effect, all of which are
subject to change at anytime, possibly with retroactive effect. This
discussion does not address all aspects of federal income taxation that might
be relevant to particular holders of Millennium common stock in light of
their status or personal investment circumstances; nor does it discuss the
consequences to such holders who are subject to annual treatment under the
federal income tax laws such as foreign persons, dealers in securities,
regulated investment companies, life insurance companies, other financial
institutions, tax-exempt organizations, pass-through entities, taxpayers who
hold Millennium common stock as part of a "straddle," "hedge" or "conversion
transaction" or who have a "functional currency" other than the United States
dollar or to persons who have received their Millennium common stock as
compensation. Further, this discussion does not address the state, local or
foreign tax consequences of the Acquisition.
YOU SHOULD CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX
CONSEQUENCES OF THE ACQUISITION, INCLUDING THE APPLICABILITY TO YOUR
PARTICULAR SITUATION OF THE TAX CONSIDERATIONS CONTAINED IN THIS SUMMARY AND
THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS.
Millennium has not requested an opinion, nor does Millennium intend to
request an opinion to the effect that the acquisition will be treated as a
"reorganization" within the meaning of Section 368(a) of the Internal Revenue
Code. However, Millennium has attempted to structure the Acquisition as a
reorganization for tax purposes. Since Millennium stockholders will not be
receiving shares in the acquisition, management determined that it would not
request such an opinion.
If the Acquisition qualifies as a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code, then, subject to the
assumptions, limitations and qualifications referred to herein, the
Acquisition should result in the following federal income tax consequence:
No gain or loss will be recognized by SCAC in receipt of Millennium
shares as the result of SCAC exchanging Solplax shares for Millennium shares.
A successful Internal Revenue Service challenge to the reorganization
status of the Acquisition would result in SCAC recognizing taxable gain or
loss with respect to each share of Solplax stock surrendered equal to the
difference between SCAC's basis in such share and the fair market value, as
of the effective time of the Acquisition, of the Millennium common stock
received in exchange therefor. In such event, SCAC's aggregate basis in the
Millennium common stock so received would equal its fair market value as of
the effective time of the Acquisition, and SCAC's holding period for such
stock would begin the day after the Acquisition. The gain or loss generally
will be a capital gain or loss.
THE ACQUISITION
THE FOLLOWING IS A BRIEF SUMMARY OF ACQUISITION AGREEMENT, A COPY OF
WHICH IS ATTACHED AS APPENDIX A TO THIS PROXY STATEMENT AND INCORPORATED BY
REFERENCE IN THIS PROXY STATEMENT. YOU SHOULD READ THE ACQUISITION AGREEMENT
IN ITS ENTIRETY FOR A MORE COMPLETE DESCRIPTION OF THE ACQUISITION. IN THE
EVENT OF ANY DISCREPANCY BETWEEN THE TERMS OF THE ACQUISITION AGREEMENT AND
THE FOLLOWING SUMMARY, THE ACQUISITION AGREEMENT WILL CONTROL.
EFFECTIVE TIME
The Acquisition agreement provides that the Acquisition will become
effective upon the filing of the Articles of Acquisition with the Secretary
of State of the State of Nevada or at such other time as the parties may
agree and specify in the Articles of Acquisition (the "Effective Time"). If
the Acquisition is approved at the annual meeting by the holders of a
majority of all outstanding shares of common stock, and the other conditions
<PAGE>
to the Acquisition are satisfied or waived, it is currently anticipated that
the Acquisition will become effective as soon as practicable after the annual
meeting; however, there can be no assurance as to the timing of the
consummation of the Acquisition or that the Acquisition will be consummated.
THE ACQUISITION AND ACQUISITION CONSIDERATION
At the Effective Time, Solplax will become a wholly-owned subsidiary of
Millennium. Pursuant to the Acquisition agreement and at the Effective Time:
* Millennium will issue 12,000,000 restricted shares of its Common Stock
to SCAC;
REGULATORY REQUIREMENTS
Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), certain acquisition transactions may not be
consummated unless notice has been given and certain information furnished to
the Antitrust Division of the United States Department of Justice (the
"Antitrust Division") and the Federal Trade Commission (the "FTC") and
specified waiting period requirements have been satisfied, unless earlier
termination has been granted.
Millennium and SCAC have each made their respective determination that
the approval of the Department of Justice and the Federal Trade Commission
will not be required. Thus, the applicable waiting period will not be
required. The Department of Justice and the Federal Trade Commission, as well
as a state or private person, may challenge the Acquisition at any time
before or after its completion. Neither Millennium nor SCAC is aware of any
other material governmental or regulatory approval required for completion of
the Acquisition, other than compliance with applicable corporate law of
Nevada.
ANTICIPATED ACCOUNTING TREATMENT
Millennium intends to treat the Acquisition as a purchase for accounting
and financial reporting purposes, which means that Millennium will treat
Solplax as a separate entity for periods prior to the Effective Time and,
thereafter, as a wholly-owned subsidiary of Millennium.
RIGHTS OF DISSENTING STOCKHOLDERS
Under Nevada law, because Millennium is a publicly traded corporation on
the NASD OTC:BB, the common stockholders have no dissenters' rights of
appraisal.
FEES AND EXPENSES
We estimate that Acquisition-related fees and expenses, consisting
primarily of SEC filing fees, fees and expenses of attorneys and accountants
and other related charges, will total approximately $32,000 assuming the
Acquisition is completed. This amount consists of the following estimated
fees:
DESCRIPTION AMOUNT
Legal fees and expenses 30,000.00
Accounting fees and expenses 1,000.00
SEC filing fee 27.14
Printing, solicitation and mailing costs 1,000.00
-----------
Total $32,027.14
Millennium will be responsible for paying all of its expenses incurred
in connection with the Acquisition, except that fees relating to Solplax
attorneys fees which are unknown to Millennium.
<PAGE>
THE ACQUISITION AGREEMENT
THE FOLLOWING IS A BRIEF SUMMARY OF CERTAIN MATERIAL PROVISIONS OF THE
ACQUISITION AGREEMENT THAT HAVE NOT BEEN PREVIOUSLY DISCUSSED. THIS SUMMARY
DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO THE ACQUISITION AGREEMENT, WHICH IS ATTACHED TO THIS PROXY STATEMENT AS
APPENDIX A AND IS INCORPORATED HEREIN BY REFERENCE.
REPRESENTATIONS AND WARRANTIES
In the Acquisition agreement, Millennium made customary representations
and warranties to the other parties with respect to its business,
organization, operations and financial condition and other matters. The
Acquisition agreement also contains customary representations and warranties
of SCAC and Solplax relating to their business. The representations and
warranties in the Acquisition agreement do not survive after the Effective
Time, except certain covenants and agreements which by their terms
contemplate performance following the Effective Time.
CONDUCT OF BUSINESS PRIOR TO THE ACQUISITION
Solplax has agreed that, until the completion or termination of the
Acquisition, unless Millennium consents in writing, Solplax will conduct
their businesses in the ordinary course of business in substantially the
manner conducted prior to the date of the Acquisition agreement. Millennium
has also agreed to, and cause its subsidiaries to, use reasonable efforts
consistent with past practice and policies to preserve intact its present
business organizations, keep available the services of its present officers
and key employees and preserve its relationships with customers, suppliers,
distributors, licensors, licensees, and others having business dealings with
it.
ADDITIONAL AGREEMENTS OF MILLENNIUM
Millennium has further agreed, among other things specifically
identified in the Acquisition agreement:
* to provide SCAC reasonable access to its facilities, records and all
other information as SCAC and Solplax may reasonably request;
* prepare and file the proxy statement with the SEC as soon as it is
reasonable practicable and use reasonable best efforts to have the proxy
statement cleared by the SEC under the Exchange Act;
* take all reasonable action to comply with the state blue sky or federal
or state securities laws in connection with the transactions contemplated by
the Acquisition agreement inclusive of the provisions of the Registration
Rights Agreement attached to the Acquisition Agreement;
* cooperate with SCAC and Solplax to remove any injunction or other
impediment to the consummation of the Acquisition;
* to make all necessary filings and obtain any consents and approvals as
may be required in connection with the Acquisition agreement and the
Acquisition; and
* to consult with SCAC and Solplax and obtain prior approval of SCAC
before issuing any press release or making any other public disclosure
regarding the Acquisition agreement or the transactions contemplated thereby,
except as may be required by law, by obligations of Millennium pursuant to
any listing agreement with any national securities exchange or relating to
consultation with its legal counsel, financial advisor or accountants
relating to the transaction contemplated by the Acquisition agreement.
<PAGE>
DIRECTOR AND OFFICER INDEMNIFICATION
Pursuant to the terms of the Acquisition agreement, and subject to any
limitation imposed from time to time under applicable law, all rights of
indemnification available to the present and former officers and directors of
Millennium and its subsidiaries in respect of acts or omissions occurring
prior to the Effective Time, shall remain available for six years following
the Effective Time, to the maximum extent provided under Millennium's
articles of incorporation and by-laws, as in effect on the date of the
execution of the Acquisition agreement.
Pursuant to the Acquisition agreement, for six years after the Effective
Time, Millennium and will indemnify and hold harmless Millennium's and SCAC's
and Solplax's present and former officers and directors for acts or omissions
occurring before the Effective Time of the Acquisition to the extent provided
under Millennium's articles of incorporation and by-laws in effect on the
date of the Acquisition agreement. See "Interests of Certain Persons in the
Acquisition-Indemnification and Insurance."
COOPERATION AND REASONABLE EFFORTS
Pursuant to the Acquisition agreement, and subject to certain conditions
and limitations described therein, the parties have agreed to cooperate with
each other and to use their respective reasonable best efforts to take all
action under the terms of the Acquisition agreement and to do all things
necessary, proper or advisable in order to consummate and make effective the
transactions contemplated by the Acquisition agreement.
CONDITIONS TO THE ACQUISITION
Millennium's and SCAC's respective obligations to complete the
Acquisition and the related transactions are subject to the satisfaction or
waiver of each of the following conditions before completion of the
Acquisition:
* the representations and warranties of each party must be true and
correct when made and as of the closing of the Acquisition, except for
changes contemplated by the Acquisition agreement, or where such
representation or warranty speaks of a different date or the failure to be
true and correct could not reasonably be expected to have a material adverse
effect on such party;
* each party has complied in all material respects with all of its
covenants in the Acquisition agreement, except where the failure to perform
or comply with such covenants could not reasonably be expected to have a
material adverse effect on such party;
* each party has received a certificate executed on behalf of the other
party's chairman of the board and chief executive officer or vice president
to the effect that the conditions set forth in the immediately preceding
bullet points have been satisfied;
* the Acquisition agreement and the Acquisition have been approved by the
affirmative vote of a majority of the holders of the issued and outstanding
shares of Millennium's common stock;
* no order, writ, injunction or decree is in force or pending that makes
the Acquisition illegal or otherwise prohibits completion of the Acquisition;
and
<PAGE>
* all consents, approvals and authorization legally required to consummate
the Acquisition and the other transactions contemplated by the Acquisition
agreement must have been obtained from all governmental entities, including
such approvals, waivers and consents as may be required under the antitrust
laws.
TERMINATION OF THE ACQUISITION AGREEMENT
The Acquisition agreement may be terminated at any time before the
completion of the Acquisition, whether before or after approval of the
matters presented in connection with the Acquisition by the stockholders of
Millennium, as summarized below:
* the Acquisition agreement may be terminated by mutual written consent of
SCAC and Millennium;
* the Acquisition agreement may be terminated by either Millennium or SCAC
if the conditions to completion of the Acquisition would not be satisfied
because of either (a) a material breach of an agreement or obligation in the
Acquisition agreement by the other party or (b) a material breach of a
representation, warranty or covenant of the other party in the Acquisition
agreement, and such breach shall not have been cured within 30 business days
following receipt of written notice by the non-breaching party or is
otherwise incapable of being cured;
* the Acquisition agreement may be terminated by either Millennium or SCAC
if the Acquisition is not completed, without the fault of the terminating
party, by September 30, 2000;
* the Acquisition agreement may be terminated by either Millennium or SCAC
if (a) a statute, rule, regulation or executive order shall have been
enacted, entered or promulgated prohibiting the consummation of the
Acquisition or (b) a final court or governmental order prohibiting the
Acquisition is issued and is final and not appealable; provided that, the
party seeking to terminate the agreement has used reasonable best efforts to
remove such order;
* the Acquisition agreement may be terminated by SCAC if the Acquisition
fails to receive requisite stockholder approval; or
The party desiring to terminate the Acquisition agreement shall give
written notice of such termination to the other party in accordance with the
terms thereof. In the event of termination of the Acquisition agreement, no
party shall have any liability or further obligation to any other party.
TERMINATION FEE
In accordance with the terms of the Acquisition Agreement, there are no
termination fees involved in the transaction. Each party to the Acquisition
Agreement has agreed to cover their own expenses.
EXTENSION, WAIVER AND AMENDMENT
The Acquisition agreement may be amended or its conditions precedent to
closing waived at any time before or after the annual meeting, but after the
annual meeting no amendment or waiver shall be made without the further
approval of Millennium's stockholders which reduces the consideration payable
to the stockholders, or changes the form of such consideration. Any amendment
to the Acquisition agreement must be in writing and signed by all of the
parties.
<PAGE>
Either Millennium or SCAC may, in writing, extend the other's time for
the performance of any of the obligations or other acts under the Acquisition
agreement, waive any inaccuracies in the other's representations and
warranties and waive compliance by the other with any of the agreements or
conditions contained in the Acquisition agreement.
INTERESTS OF CERTAIN PERSONS IN THE ACQUISITION
In considering the recommendation of the Special Committee and the board
of directors, you should be aware that certain of Millennium's officers and
directors have interests in the Acquisition described below, that present
actual or potential conflicts of interest in connection with the Acquisition.
Specifically, Paul Branagan, President and Chairman of Millennium is a
director and stockholder of SCAC.
INDEMNIFICATION AND INSURANCE
Pursuant to the Acquisition agreement, for six years after the Effective
Time, Millennium will indemnify and hold harmless Millennium's present and
former officers and directors for acts or omissions occurring before the
Effective Time of the Acquisition to the extent provided under Millennium's
articles of incorporation and by-laws in effect on the date of the
Acquisition agreement.
ELECTION OF DIRECTORS
The directors are to be elected to the Board of Directors for one year to
serve until the 2001 annual meeting of shareholders and until their
successors are elected and qualified.
If one or more of the nominees should at the time of the meeting be
unable or unwilling to serve, the shareholders may vote for other nominees
and for any substitute nominee or nominees designated by the Board of
Directors. None of the Directors knows of any reason why the nominees named
would be unavailable to serve. The following table sets forth information
regarding each nominee.
<TABLE>
All Positions Years
and Offices Served
Name With MPCO Ag as
e Director
Of the
Company
<S> <C> <C> <C>
Paul T. Branagan President, Secretary/Treasurer & Director 57 Dec. 1999
William E. Lennon VP of Product Development and Director 54 Dec. 1999
James L. Arnold VP of Operations and Director 66 Dec. 1999
Donato Grieco Director 64 Dec. 1999
</TABLE>
BOARD OF DIRECTORS MEETING
The board of directors of Millennium met 2 times during the fiscal year
ended March 31, 2000.
SUMMARY COMPENSATION
The compensation which the Company accrued or paid to the Officers for
services in all capacities and for the fiscal years indicated, was as
follows:
<TABLE>
Long Term
Annual Compensation Compensation
Other Annual Restricted
Name Year Salary Bonus Compensation Stock Options
<S> <C> <C> <C> <C> <C> <C>
Paul T. Branagan 2000 $16,000 -0- -0- -0- -0-
William E. Lennon 2000 -0- -0- -0- -0- -0-
James L. Arnold 2000 -0- -0- -0- -0- -0-
Donato Grieco 2000 -0- -0- -0- -0- -0-
</TABLE>
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF MILLENNIUM
EXECUTIVE OFFICERS
The following table sets forth certain information concerning the
current executive officers (as defined by the Securities and Exchange
Commission rules) of Millennium. These officers serve at the discretion of
the board of directors of Millennium and of various subsidiaries of
Millennium, as the case may be.
<TABLE>
NAME AGE POSITION
<S> <C> <C>
Paul T. Branagan 57 President, Secretary/Treasurer and Director
William E. Lennon 54 Vice President of Product Development and Director
James L. Arnold 66 Vice President of Operation and Director
Donato Grieco 64 Director
</TABLE>
DUTIES, RESPONSIBILITIES AND EXPERIENCE
Paul T. Branagan (age 57) is the President, Secretary/Treasurer and a
member of the Board of Directors of the Company. Mr. Branagan graduated from
the University of Las Vegas Nevada with a B.S. in physics. From 1993 to the
present Mr. Branagan has been the President and Senior Scientist of Branagan
& Associates, Inc. From 1975 to 1993 he was the Project Manager, Assistant
Oil and Gas Division Manager and Senior Scientist of CER Corporation of Las
Vegas, Nevada.
William E. Lennon (age 54) is the Vice President of Development and a
member if the Board of Directors of the Company. Mr. Lennon was on the Dean
of Students' staff at DePauw University. After leaving DePauw he became the
Chairman of the Business Department at Davenport College. Mr. Lennon is
presently the CEO and founder of F & L Investment Corporation.
James L. Arnold (age 66) is the Vice President of Operations and a
member of the Board of Directors of the Company. Mr. Arnold graduated from
Northeastern University with a B.S. in industrial engineering. From 1997 to
the present he has worked as a management consultant. From 1993 until 1997,
Mr. Arnold served as President and CEO of Ebtron, Inc.
Donato A. Grieco (age 64) is a member of the Board of Directors of the
Company. Mr. Grieco holds a B.S. in Business & Engineering Administration
from the Massachusetts Institute of Technology of Cambridge, Massachusetts.
Since 1986, Mr. Grieco has been Vice-President of Mollenberg-Betz, Inc. of
Buffalo, New York, a major contractor in the mechanical construction
industry, specializing in refrigeration, air conditioning, heating, and
industrial process piping systems. Primarily responsible for project cost
estimating, along with vendor and sub-contractor soliciting, leading to total
project bid presentations.
There are no family relationships between any of the above persons.
Executive officers are elected annually by the board of directors of
Millennium or a wholly-owned subsidiary of Millennium, as the case may be,
at their respective meetings of directors held immediately following the
annual meeting of stockholders for such company, to serve for the ensuing
year or until their successors have been elected. There are no arrangements
or understandings between any officer and any other person pursuant to which
the officer was elected.
PRINCIPAL STOCKHOLDERS OF MILLENNIUM
The following table sets forth as of August 22, 2000, the beneficial
ownership of the Millennium common stock of each director, each of the named
executive officers, and all executive officers and directors of Millennium as
a group:
<PAGE>
<TABLE>
Number Percent
Name of Beneficial Owner (1) of Shares Of Class (2)
<S> <C> <C>
Paul T. Branagan 538,500 2%
William E. Lennon 120,000 1%
James L. Arnold 100,000 0%
Donato Grieco 150,000 1%
SCAC Holdings Corp 8,000,000 33%
All Directors & Officers as a Group 908,500 4%
</TABLE>
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose of,
or to direct the disposition of, a security). In addition, for purposes of
this table, a person is deemed, as of any date, to have "beneficial
ownership" of any security that such person has the right to acquire within
60 days after such date.
(2) Figures are rounded to the nearest percentage. Less than 1% is reflected
as 0%.
PROPOSALS OF STOCKHOLDERS FOR 2001 ANNUAL MEETING
Proposals of stockholders intended to be presented at the 2001 Annual
Stockholders' meeting must be received by the corporate secretary, Millennium
Plastics Corporation, 6265 S. Stevenson Way., Las Vegas, Nevada 89120 prior
to July 1, 2001.
OTHER MATTERS
As of the date of this proxy statement, the board of directors does not
intend to bring any other business before the annual meeting of Millennium
stockholders and, so far as is known to the board of directors, no matters
are to be brought before the annual meeting except as specified in the notice
of annual meeting. However, as to any other business that may properly come
before the annual meeting, the proxy holders intend to vote the proxies in
respect thereof in accordance with the recommendation of the board of
directors and the Annual Committee.
EXPENSES OF PROXY SOLICITATION
The principal solicitation of proxies will be made by mail. However,
certain officers of the Company, none of whom will be compensated therefor,
may solicit proxies by letter, telephone or personal solicitation. Expense of
distributing this Proxy Statement to stockholders, which may include
reimbursements to banks, brokers, and other custodians for their expenses in
forwarding this Proxy Statement, will be borne exclusively by Millennium.
WHERE YOU CAN FIND MORE INFORMATION
Millennium files annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission. You may
read and copy any reports, statements or other information that Millennium
files with the Securities and Exchange Commission at the Securities and
Exchange Commission's public reference room at the following location:
Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549
<PAGE>
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information on the public reference room. These Securities and
Exchange Commission filings are also available to the public from commercial
document retrieval services and at the Internet world wide web site
maintained by the Securities and Exchange Commission at "http://www.sec.gov."
Reports, proxy statements and other information concerning Lucent may also be
inspected at the offices of the New York Stock Exchange at 20 Broad Street,
New York, New York 10005.
Millennium filed a proxy statement on Schedule 14A on September __, 2000
with the Securities and Exchange Commission. As allowed by Securities and
Exchange Commission rules, this proxy statement does not contain all the
information you can find in Millennium's 14A filing.
The Securities and Exchange Commission allows Millennium to "incorporate
by reference" information into this proxy statement, which means that the
Millennium can disclose important information to you by referring you to
other documents filed separately with the Securities and Exchange Commission.
The information incorporated by reference is considered part of this proxy
statement, except for any information superseded by information contained
directly in this proxy statement or in later filed documents incorporated by
reference in this proxy statement.
This proxy statement incorporates by reference the documents set forth
below that Millennium previously filed with the Securities and Exchange
Commission. These documents contain important business and financial
information about Millennium that is not included in or delivered with this
proxy statement.
MILLENNIUM FILINGS
(FILE NO. 0-30234 PERIOD
Registration Statement Form 10SB Filed August 30, 1999
Annual Report on Form 10-K Fiscal Year ended March 31, 2000
filed on June 30, 2000
Quarterly Reports on Form 10-Q Quarters ended September 30, 1999,
December 31, 2000 and June 30, 2000
Current Reports on Form 8-K Filed December 6, 1999, December 8,
1999, and August 30, 2000.
Millennium also incorporates by reference additional documents that may
be filed with the Securities and Exchange Commission under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act between the date of this proxy
statement and the date of the annual meeting. These include periodic reports,
such as Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and
Current Reports on Form 8-K, as well as proxy statements.
Millennium has supplied all information contained or incorporated by
reference in this proxy statement relating to Millennium and SCAC has
supplied all such information relating to SCAC.
You can obtain any of the documents incorporated by reference through
Millennium, the Securities and Exchange Commission or the Securities and
Exchange Commission's Internet web site as described above. Documents
incorporated by reference are available from Millennium without charge,
excluding all exhibits, except that if Millennium has specifically
incorporated by reference an exhibit in this proxy statement, the exhibit
will also be provided without charge. Stockholders may obtain documents
incorporated by reference in this proxy statement by requesting them in
writing or by telephone from the Millennium at the following address:
<PAGE>
MILLENNIUM PLASTICS CORPORATION
6265 S. Stevenson Way
Las Vegas, Nevada 89120
(702) 454-2121
You should rely only on the information contained or incorporated by
reference in this proxy statement. We have not authorized anyone to provide
you with information that is different from what is contained in this proxy
statement. This proxy statement is dated August 22, 2000. You should not
assume that the information contained in this proxy statement is accurate as
of any date other than that date. Neither the mailing of this proxy statement
to stockholders nor the issuance of Millennium common stock in the merger
creates any implication to the contrary.
<PAGE>
FRONT SIDE OF PROXY
PROXY
MILLENNIUM PLASTICS CORPORATION
6265 S. Stevenson Way
Las Vegas, Nevada 89120
(702) 454-2121
ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 25, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF MILLENNIUM PLASTICS CORPORATION
The undersigned stockholder of MILLENNIUM PLASTICS CORPORATION, a Nevada
corporation (the "Company"), hereby appoints Paul Branagan, as proxies, with
the power to appoint his or her substitute, and hereby authorizes either of
them to represent, and to vote as designated on the reverse side, all the
shares of common stock of Millennium Plastics Corporation held of record by
the undersigned on September 1, 2000, at the Annual Meeting of Stockholders
of Millennium Plastics Corporation, to be held at The San Remo Hotel &
Casino, Room - Chateau 4, 115 E. Tropicana, Las Vegas, Nevada, on September
25, 2000, at 10:00 a.m. local time and at all adjournments or postponements
thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE BOARD OF DIRECTORS AS NOMINATED, THE APPROVAL OF THE
ACCOUNTING FIRM OF WEAVER AND MARTIN, AND THE APPROVAL OF THE ACQUISITION
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY.
[X] PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE
THE BOARD OF DIRECTORS OF MILLENNIUM PLASTICS CORPORATION RECOMMENDS A
VOTE FOR THE AGREEMENT AND PLAN OF ACQUISITION.
1. Proposal to approve and adopt the Acquisition Agreement, dated as of
August 22, 2000, by and among Millennium Plastics Corporation and SCAC
Holdings Inc., as heretofore and hereinafter amended, and the transactions
contemplated thereby:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued and to be dated, and signed on reverse side)
2. Proposal to approve the following Directors: Paul T. Branagan, William E.
Lennon, James L. Arnold, and Donato Grieco.
Paul T. Branagan [ ] FOR [ ] AGAINST [ ] ABSTAIN
William E. Lennon [ ] FOR [ ] AGAINST [ ] ABSTAIN
James L. Arnold [ ] FOR [ ] AGAINST [ ] ABSTAIN
Donato Grieco [ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
3. Proposal to approve Weaver & Martin as independent auditors for the new
year:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Proposal to approve Millennium's 2000/2001 Stock Option Plan:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. Proposal to transact such other business as may properly come before the
annual meeting or any adjournment or postponement:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY WITH RESPECT TO ANY OTHER
BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL
MEETING. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING AND PROXY STATEMENT.
Date: ___________________, 2000
_______________________________
(Signature)
_______________________________
(Joint Owner's Signature)
Please sign exactly as your name
appears on proxy. When signing as
attorney, guardian, executor,
administrator or trustee, please
give title. If the signer is a
corporation, give the full corporate
name and sign by a duly authorized
officer, showing the officer's
title. EACH joint owner is requested
to sign.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED POSTAGE PREPAID ENVELOPE
