SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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 _240.14a-11(c) or _240.14a-12
GREENLAND CORPORATION
(Name of Registrant as specified in its charter)
Commission File Number: 017833
(Name of Registrant as specified in its charter)
Commission File Number: 017833
(Name of Person(s) Filing Proxy Statement)
GREENLAND CORPORATION
Payment of Filing Fee (Check the appropriate box):
X No fee required.
|_| Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) 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 is calculated and state how it was determined):
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(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.
<PAGE>
GREENLAND
CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
To the Shareholders of Greenland Corporation:
Notice is hereby given that the Annual Meeting of the Shareholders of
Greenland Corporation (the "Company") will be held at the Company's offices at
7084 Miramar Road, 4th Floor, San Diego, California 92121, on Friday, June 12,
1998 at 10:00 AM, for the following purposes:
To elect directors for the ensuing year to serve until the next Annual
Meeting of Shareholders and until their successors have been elected and
qualified. The present Board of Directors of the Company has nominated and
recommends FOR election the following four persons:
Eric W. Gaer
Michael H. DeDomenico
Richard H. Green
Guy R. Nelson
To elect the Company's independent auditors for the ensuing year. The Board
of Directors has nominated Smith & Company and recommends FOR their election.
To authorized the Company to effect a 1 for 10 reverse stock split of the
Company's Common Stock. The Board of Directors recommends a vote FOR the reverse
stock split.
To amend the Company's Bylaws related to the date of Annual Meetings.
To transact such other business as may be properly brought before the
Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on May 21, 1998
as the record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting. A list of such shareholders shall be open to
the examination of any shareholder at the Annual Meeting and for a period of ten
days prior to the date of the Annual Meeting at the offices of Greenland
Corporation.
Accompanying this Notice is a Proxy. Whether or not you expect to be at
the Annual Meeting, please sign and date the enclosed Proxy and return it
promptly. If you plan to attend the Annual Meeting and wish to vote your shares
personally, you may do so at any time before the Proxy is voted.
A copy of the Company's Form 10-KSB for the Fiscal Year ended December
31, 1997, filed with the Securities and Exchange Commission, is available to
shareholders upon request.
All shareholders are cordially invited to attend the meeting.
By order of the board of directors
Michael H. DeDomenico
Secretary
May 18, 1998
San Diego, California
<PAGE>
GREENLAND
CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
San Diego, California
May 18, 1998
The Board of Directors of Greenland Corporation, a Nevada corporation (the
"Company" or "Greenland") is soliciting the enclosed Proxy for use at the Annual
Meeting of Shareholders of the Company to be held on June 12, 1998 (the "Annual
Meeting"), and at any adjournments thereof. This Proxy Statement was first sent
to shareholders on or about May 22, 1998.
Unless contrary instructions are indicated on the Proxy, all shares
represented by valid Proxies received pursuant to this solicitation (and not
revoked before they are voted) will be voted FOR the election of the four
nominees for directors named below, FOR the election of Smith & Company as the
Company's independent auditors for the ensuing year, FOR the authorization of a
reverse split of the Company's common stock, and FOR the ratification of all
acts by officers and directors of the Company in the previous year. As to any
other business which may properly come before the Annual Meeting and be
submitted to a vote of the shareholders, Proxies received by the Board of
Directors will be voted in accordance with the best judgment of the holders
thereof.
A Proxy may be revoked by written notice to the Secretary of the Company at
any time prior to the Annual Meeting, by executing a later Proxy or by attending
the Annual Meeting and voting in person.
The Company will bear the cost of solicitation of Proxies. In addition to
the use of mails, Proxies may be solicited by personal interview, telephone, or
telegraph, by officers, directors, and other employees of the Company.
The Company's mailing address is 7084 Miramar Road, 4th Floor, San Diego,
California 92121, which is the address of the Company's offices.
VOTING
Shareholders of record at the close of business on May 21, 1998 (the
"Record Date") will be entitled to notice of and to vote at the Annual Meeting
or any adjournments thereof.
As of May 7, 1998 41,872,787 shares of common stock, par value $.001, of
the Company ("Common Stock") were outstanding (excluding warrants to purchase
1,728,000 shares and shares reserved for convertible securities and/or option
plans of 6,000,000 shares), representing the only voting securities of the
Company. Each share of Common Stock is entitled to one vote.
Votes cast by Proxy or in person at the Annual Meeting will be counted by
the person appointed by the Company to act as Inspector of Election for the
Annual Meeting. The Inspector of Election will treat shares represented by
Proxies that reflect abstentions or include "broker non-votes" as shares that
are present and entitled to vote for purposes of determining the presence of a
quorum. Abstentions or "broker non-votes" do not constitute a vote FOR or
AGAINST any matter and thus will be disregarded in the calculation of "votes
cast". Any unmarked Proxies, including those submitted by brokers or nominees,
will be voted FOR the nominees of the Board of Directors, as indicated in the
accompanying Proxy card.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of May 7, 1998, by (i) each of the
Company's named executive officers and directors, and (ii) the Company's named
executive officers and directors as a group.
No shareholder is known by the Company to be the beneficial owner of more
than 5% of any class of the Company's voting securities. These individuals have
sole investment and voting power with respect to such shares. Their business
address is the same as that of the Company.
For purposes of this Proxy Statement, beneficial ownership of securities is
defined in accordance with the rules of the Securities and Exchange Commission
with respect to securities, regardless of any economic interests therein. Except
as otherwise indicated, the Company believes that the beneficial owners of the
securities listed below have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Unless
otherwise indicated, the business address for each of the individuals listed
below is the same as that of the Company.
<PAGE>
Number of Shares Percent
Officers and Directors Beneficially Owned Beneficially Owned
Eric W. Gaer1
President, CEO, Director .............1,446,619 3.45%
Michael H. DeDomenico2
Secretary, Director ....................540,396 1.29%
Guy R. Nelson3
Director.................................50,000 0.01%
Richard H. Green
Director................................200,000 0.05%
Officer and Directors as a group
(4 persons) ..........................2,237,015 5.34%
- -------------------------------------------------------------------------------
1 Excluding warrants now exercisable to purchase 500,000 shares of
Greenland common stock. 2 Excluding warrants now exercisable to
purchase 500,000 shares of Greenland common stock. 3 Excluding
warrants now exercisable to purchase 28,000 shares of Greenland common
stock.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company has nominated and recommends FOR
election as directors the four persons named below, all of whom are currently
serving as directors of the Company. The enclosed Proxy will be voted FOR the
persons nominated unless otherwise indicated. If any of the nominees should be
unable to serve or should decline to do so, the discretionary authority provided
in the Proxy will be exercised by the present Board of Directors to vote for a
substitute or substitutes to be designated by the Board of Directors. The Board
of Directors has no reason to believe that any substitute nominee or nominees
will be required.
Each shareholder may cast one vote for each share held by him multiplied by
the number of directors to be elected, but may not cast more votes than the
number of shares owned for any candidate and therefore a simple majority of the
shares represented and voting will elect all of the directors. The candidates
receiving the highest number of votes, up to the number of directors to be
elected, will be elected.
The Proxy may not be voted for more than four persons.
INFORMATION REGARDING NOMINEES
The information set forth below as to each nominee for Director has been
furnished to the Company by the respective nominees.
Eric W. Gaer, 49, is President, Chief Executive Officer, and a Director of
Greenland. He has been a Director since 1995. He has broad experience in the
general development and promotion of high-technology products and services. Mr.
Gaer has more than 25 years of professional experience in high-technology
management and marketing. He has served in executive capacities for
high-technology firms such as Merisel, Inc., Venture Software, Daybreak
Technologies, Inc., and Personal Computer Products, Inc. Prior to joining
Greenland, Mr. Gaer was President and Chief Executive Officer of Integrated
Communications Access Network, Inc. and President and Chief Executive Officer of
Ariel Systems, Inc.. He earned his Bachelor's degree in Mass Communications from
California State University at Northridge.
Michael DeDomenico, 53, is a Director of Greenland Corporation and was
President of its GAM subsidiary prior to its sale to Golden Age Homes, Inc. He
is currently a consultant to Golden Age. Mr. deDomenico has served as a director
since 1994. He has been in the real estate business as a developer since 1977.
He received his Bachelor's degree from Cal Western University and his Master of
Arts degree from Northern Arizona University.
Guy R. Nelson, 53, is a Director of Greenland Corporation. In 1996, he
retired from the Western Area Power Administration, a federal agency, where he
had been Energy Services Manager since 1985. He has been involved in engineering
and technical aspects of conservation, planning, design, and implementation of
resource options, both demand- side and supply-side. Prior to his tenure at
Western Area Power, Nelson served as Director of the Environmental Protection
Agency's (EPA) Industrial Technology Transfer Division. A chemical engineer by
trade, Nelson is an active participant in utility trade associations, including
the California Municipal Utility Association and the Association of Energy
Engineers. He is a board member of the American Council for an Energy Efficient
Economy and the Utility Forum. He joined the Greenland Board of Directors in
April 1996.
Dr. Richard H. Green, 57, is President of International Power &
Environmental Company, a San Diego-based company with offices in Los Angeles and
Baja California. It is a diversified company organized to develop new business
opportunities throughout the world, particularly in the utility, environmental,
and technology sectors. Dr. Green is a past
<PAGE>
Deputy Secretary for Technology at the California Environmental Protection
Agency (1993-95). He has held numerous positions at the Jet Propulsion
Laboratory (JPL), including projects for NASA such as the Apollo 12 Mission and
Moon landing. He was also a senior engineer for the Boeing Company and served at
a member of the Apollo 604 accident investigation team. He also serves as a
member of the Educational Advisory Council of Southern California Edison Company
and as a member of the Governing Board of Pasadena City College. He has also
held posts at UCSD Connect, the University of California at Berkeley, the 1984
Los Angeles Olympic Games, the International Cogeneration Society, and the
Intersociety Conference on Environmental Systems. He is a recognized expert in
environmental and energy issues.
He earned his masters and doctoral degrees from Washington State University.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that shareholders vote FOR the slate of
nominees set forth above. Proxies solicited by the Board of Directors will be so
voted unless shareholders specify otherwise on the accompanying Proxy.
EXECUTIVE COMPENSATION
The following table shows the amount of all compensation earned for
services in all capacities to the Company for the last two fiscal years for the
executive officers at December 31, 1997.
<TABLE>
<CAPTION>
Name and Position Year Salary Other Total
<S> <C> <C> <C> <C>
Eric Gaer, Chairman of the Board, 1997 $76,000 $ 20.050 $ 96,050
President, and Chief Executive Officer 1996 - $ 46,960 $ 46,960
Michael deDomenico, 1997 $60,750 - $ 60,750
Secretary and Director 1996 - $ 43,750 $ 43,750
- ----------------------------------------- --------- ----------- ------------ ------------
</TABLE>
Notwithstanding the above, Eric W. Gaer has an employment contract with the
Company, renewable annually, which calls for the payment of cash compensation of
$98,800 per year. Recently, each of the officers and directors noted above have
been deferring contracted compensation in order to ease the burden on the
Company's cash position.
PROPOSAL 2
ELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Smith & Company to serve as the
Company's independent accountants for the 1998 fiscal year. Smith & Company has
served as the Company's independent accountants since 1994.
PROPOSAL 3
AUTHORIZATION OF REVERSE STOCK SPLIT
The proposal is to authorize the Company to effect a 1 for 10 reverse stock
split of the Company's Common Stock. It would provide that upon the
authorization of the action, that each ten (10) issued and outstanding shares of
Common Stock will be automatically converted into one (1) new share of Common
Stock, par value $0.001 (the "New Common Stock"). The number of authorized
shares and the par value designation of the Common Stock will be unaffected by
this proposal. The rights and privileges of the holders of Common Stock will be
substantially unaffected by this proposal, and each Stockholder's percentage
ownership interest in the Company, proportional voting power and other rights
will remain unchanged by this proposal.
The Company presently is authorized under the Articles of Incorporation to
issue 100,000,000 shares of Common Stock, and, as of May 7, 1998, 41,872,787
shares of Common Stock were issued and outstanding. The Reverse Split would
reduce the number of issued and outstanding shares of New Common Stock to
approximately 4,187,279. The shares of Common Stock currently issued and
outstanding, together with shares reserved for issuance pursuant to options,
warrants and/or convertible securities, represent approximately 49.4% of the
Company's authorized Common stock. The Reverse Split will not affect the
Company's retained deficit, and Stockholders' equity will remain substantially
unchanged.
The Company's Common Stock is presently being traded on the NASD Electronic
Bulletin Board.
REASONS FOR THE REVERSE SPLIT. The Board of Directors believes that the
Reverse Split is advisable and in the best interests of the Company and its
Stockholders primarily for the reasons set forth herein. The current estimated
fair market value of the Common Stock before giving effect to the Reverse Split
is $0.20 per share. The Reverse Split is intended to establish the market price
of the New Common Stock in a more traditional range for companies of equivalent
size. The Board of Directors believe that a higher per share market price would
make the New Common Stock more attractive to a broader range of investors and
may encourage greater interest in the New Common Stock by securities analysts.
Furthermore, the Board believes that a reverse split will enable the Company to
more effectively participate in raising equity capital and in building the asset
base of the Company.
<PAGE>
THERE CAN BE NO ASSURANCE THAT THE ESTIMATED MARKET VALUE OF THE NEW COMMON
STOCK AFTER THE REVERSE SPLIT WILL BE TEN TIMES THE MARKET VALUE BEFORE THE
REVERSE SPLIT OR THAT ANY OF THE INTENDED CONSEQUENCES OF THE ACTION DESCRIBED
ABOVE WILL MATERIALIZE.
IMPACT ON WARRANTS, CONVERTIBLE SECURITIES AND/OR STOCK OPTION PLANS. As of
the Record Date, the Company had a total of 6,000,000 shares of Common Stock
reserved for issuance under various warrant agreements, convertible securities
agreements, and stock purchase and stock option plans. If the Proposal is
adopted, the number of shares and the exercise and/or conversion price will be
adjusted appropriately pursuant to the terms of such agreements and plans.
FRACTIONAL SHARES. No fractional shares will be issued by the Company. The
Company will therefore, round up to the nearest share any Shareholders who would
otherwise have been issued fractional shares of the Company's Common Stock as
the result of the reverse stock split, if applicable.
EXCHANGE OF CERTIFICATES. If the Proposal is adopted and approved, the
Company will cause each 10 shares of Common Stock to be converted into 1 share
of New Common Stock to take place as soon after the approval as is practicable.
If the Proposal is adopted, Stockholders will be required to exchange their
stock certificates for new certificates representing the shares of New Common
Stock and for payment in respect of fractional shares. Stockholders of record on
the effective date of the Reverse Split will be furnished the necessary
materials and instructions for the surrender and exchange of share certificates
at the appropriate time by the Company. Stockholders will not have to pay a
transfer fee or other fee in connection with the exchange of certificates.
STOCKHOLDERS SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED TO DO SO.
OTHER. The Reverse Split could result in some Stockholders owning "odd
lots" of fewer than 100 shares of New Common Stock. The costs, including
brokerage commissions, of transactions in odd lots, are generally higher than
the cost of transactions in "round lots" of even multiples of 100 shares.
The Company believes that no Stockholder's interest will be completely
eliminated by virtue of the Reverse Split. Except as discussed under the
Proposal, no officer, director, associate or affiliate of the Company would
derive any material benefit from the Reverse Split other than the benefits which
would be enjoyed by any other person holding the same number of shares.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors has adopted and approved the Proposal, subject
to the requisite approval by the Company's Stockholders. The affirmative vote of
a majority of the outstanding shares of Common Stock is required to adopt the
Proposal. The Board of Directors of the Company has considered the Proposal and
recommends that the Company's Stockholders adopt the Proposal as set forth in
this information statement.
PROPOSAL 4
AMENDMENT OF BY LAWS
The Board of Directors, pursuant to a special` meeting, adopted a
Resolution whereby Section 1 of Article II to the Company's Bylaws was amended
to eliminate the requirement that the annual meeting of the shareholders be held
on the 20th day of July of each year. The Resolution provides that Section 1 of
Article II be amended to read as follows: "The annual meeting of shareholders of
the Corporation shall be held at such place within or without the State of
Nevada as shall be set forth in compliance with these Bylaws. The meeting shall
be held at such time, such day and such month as shall be fixed by the Board of
Directors, for the purpose of electing directors, and for transacting such other
business as may properly come before the meeting." The Company believes that
this amendment will provide greater flexibility in scheduling and conducting the
annual meeting and will be in the best interest of the Company and the
shareholders.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors has adopted and approved the Proposal, subject to the
requisite approval of the Company's Stockholders. The affirmative vote of a
majority of the outstanding shares of Common Stock is required to adopt the
Proposal. The Board of Directors of the Company has considered the Proposal and
recommends that the Company's Stockholders adopt the Proposal as set forth in
this information statement.
<PAGE>
OTHER MATTERS
The Board of Directors does not know of any matter to be presented at the
Annual Meeting which is not listed on the Notice of Annual Meeting and discussed
above. If other matters should properly come before the meeting however, the
persons names in the accompanying Proxy will vote all Proxies in accordance with
their best judgment.
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Stockholder proposals intended to be presented at the 1998 Annual Meeting
(the meeting to be held following the end of fiscal year 1997) must be received
on or before June 5, 1998 by the Company at its office address set forth on the
first page of this proxy statement, and all the other conditions of Rule 14a-8
under the Securities Exchange Act of 1934 must be satisfied, for such proposals
to be included in Greenland Corporation's proxy statement and form of proxy
relating to that meeting.
SELECTED HISTORICAL COMBINED FINANCIAL DATA
1997 1996
Audited Audited
---------------- -------------
Gross revenues $ 26,381 $ 105,015
Operating earnings (loss) (1,888,768) (607,047)
Other income (loss) 225,728 (279,115)
Net earnings (loss) (1,663,040) (886,162)
Loss per common share (0.08) (0.13)
---------------- -------------
Shares outstanding (weighted average) 20,270,173 6,637,617
At Year End
Current assets 153,114 144,825
Properties, net of depreciation - 5,054,875
Other assets 4,256,204 2,854,616
---------------- -------------
Total assets 4,409,318 8,054,316
================ =============
Current liabilities 213,010 665,326
Long-term debt* 600,000 3,621,992
---------------- -------------
Total liabilities 813,010 4,287,318
---------------- -------------
Common stock, $.001 par value 27,097 15,214
Paid-in capital 7,131,369 5,595,049
Retained deficit (3,562,158) (1,843,265)
---------------- -------------
Shareholders' equity 3,596,308 3,766,998
---------------- -------------
Common shares outstanding at 12/31 27,032,787 8,054,316
================ =============
*Subsequent to December 31, 1997, the Company converted all of its 10%
Convertible Debentures, which retired all long-term debt.
The Company's Form 10-KSB for the fiscal year ended December 31, 1997 was
filed with the Securities and Exchange Commission in May 14, 1997. Additional
information is available to beneficial owners of Common Stock of the Company on
the record date for the Annual Meeting of Shareholders.
A copy of the Company's Form 10-KSB will be furnished without charge upon
receipt of a written request identifying the person so requesting a report as a
shareholder of the Company at such date.
Requests should be directed to the Director of Shareholder relations.
ALL SHAREHOLDERS ARE URGED TO COMPLETE, SIGN, AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
Michael H. DeDomenico
Secretary
