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SCHEDULE 14A
(RULE 14A-101)
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:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only
[ ] Definitive Additional Materials (as permitted by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
CAMBIO, INC.
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(Name of Registrant as Specified In Its Charter)
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(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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 28, 2000
To the Stockholders: NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of Cambio, Inc. (the "Company") will be held at 9:00a.m. on
Tuesday, November 28, 2000 at the Embassy Suites, 9090 Southwest Freeway,
Houston, Texas, for the following purposes:
1. To elect directors to serve until the 2001 Annual Meeting of Stockholders and
thereafter until their successors are elected and qualified.
2. To approve an amendment of the Company's Certificate of Incorporation to
change the Company's name from Cambio, Inc. to Telynx, Inc.
3. To ratify the appointment of BDO Seidman, LLP as independent auditors for the
2001 fiscal year.
4. To transact such other business as may properly come before the meeting or
any adjournment thereof.
Only stockholders of record at the close of business on October 20, 2000 are
entitled to notice of and to vote at the meeting or any postponement or
adjournment thereof. A list of stockholders entitled to vote at the Annual
Meeting will be available for inspection at the Company's offices at 6006 N.
Mesa, Suite 515, El Paso, Texas, for at least 10 days prior to and during the
meeting.
All stockholders are cordially invited to attend the meeting in person. However,
to assure your representation at the meeting, you are urged to complete, sign,
date and return the enclosed proxy as promptly as possible in the postage
prepaid envelope enclosed for that purpose. Any stockholder attending the
meeting may vote in person even if he or she has returned a proxy.
Sincerely,
Kent J. Van Houten
Secretary of the Corporation
El Paso, Texas
October __, 2000
YOUR VOTE IS IMPORTANT
In order to assure your representation at the meeting, you are requested to
complete, sign and date the enclosed proxy as promptly as possible and return it
in the enclosed envelope (to which no postage need be affixed if mailed in the
United States).
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CAMBIO, INC.
6006 N. MESA, SUITE 515
EL PASO, TEXAS 79912
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by and on
behalf of the Board of Directors of Cambio, Inc. (the "Company") of proxies to
be used at the Annual Meeting of Stockholders of the Company (the "Annual
Meeting") to be held on Tuesday, November 28, 2000, and any postponement or
adjournment thereof. A copy of the Company's Annual Report to Stockholders for
the fiscal year ended June 30, 2000, which includes the Company's financial
statements as of and for the fiscal year ended June 30, 2000, accompanies this
Proxy Statement and the accompanying form of proxy and each are being mailed to
stockholders on or about October __, 2000.
The shares represented by the proxies received pursuant to this solicitation and
not revoked will be voted at the Annual Meeting. A stockholder who has given a
proxy may revoke it by giving written notice of revocation to the Secretary of
the Company, or by giving a duly executed proxy bearing a later date. Attendance
in person at the Annual Meeting does not of itself revoke a proxy; however, any
stockholder who does attend the Annual Meeting may revoke a proxy previously
submitted by voting in person. Subject to any such revocation, all shares
represented by properly executed proxies will be voted in accordance with
specifications on the enclosed proxy. When a proxy is properly signed and
returned but no such specifications are made, such proxies will be voted FOR the
election of the two nominees for director listed in this Proxy Statement, FOR
the approval of the amendment to the Company's Certificate of Incorporation and
FOR ratification of the appointment of BDO Seidman, LLP as the Company's
independent auditors for the 2001 fiscal year.
The Company will bear the expense of preparing, printing and mailing this Proxy
Statement and the proxies solicited hereby and will reimburse banks, brokerage
firms and nominees for their reasonable expenses in forwarding solicitation
materials to beneficial owners of shares held of record by such banks, brokerage
firms and nominees. In addition to the solicitation of proxies by mail, officers
and regular employees of the Company may communicate with stockholders either in
person or by telephone or telegraph for the purpose of soliciting such proxies;
no additional compensation will be paid for such solicitation.
OUTSTANDING SHARES AND VOTING RIGHTS
Only stockholders of record at the close of business on October 20, 2000 (the
"record date") are entitled to notice of and to vote at the Annual Meeting. At
the close of business on the record date, the Company had outstanding
____________ shares of Class A Common Stock and no shares of Class B Common
Stock. The Class A Common Stockholders are entitled to one vote per share. The
Class B Common Stockholders are entitled to ten votes per share. The Company
also has outstanding 500 shares of Series B Preferred Stock ("Preferred Stock"),
the holders of which are entitled to vote on all matters submitted to the Class
A Common Stock shareholders. The Preferred Stock stockholders are entitled to
500 votes per share of Preferred Stock.
A plurality of the votes cast is required for the election of the two nominees
for director listed in this Proxy Statement. The affirmative vote of the holders
of a majority of the aggregate voting power of the
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shares of Class A Common Stock, Class B Common Stock and Preferred Stock voting
together as a single class, present or represented at the meeting is required
for the approval of the amendment of the Company's Certificate of Incorporation.
The affirmative vote of the holders of a majority of the aggregate voting power
of the shares of Class A Common Stock, Class B Common Stock and Preferred Stock
voting together as a single class, present or represented at the meeting, is
required for ratification of BDO Seidman, LLP as the Company's independent
auditors for the 2001 fiscal year or to transact such other business as may
properly come before the Annual Meeting, or any adjournment thereof. Abstentions
with respect to any matter are treated as shares present or represented by proxy
and entitled to vote on that matter and thus have the same effect as negative
votes. Broker non-votes and other circumstances in which proxy authority has
been withheld do not constitute abstentions.
PROPOSAL 1
ELECTION OF DIRECTORS
NOMINEES
The Board of Directors of the Company currently consists of two members. The
following three persons have been nominated by the Board of Directors to serve
as directors until the 2001 Annual Meeting of Stockholders and thereafter until
their respective successors are duly elected and qualified.
Philip Chapman
Ali Al-Dahwi
If any nominee is unable or declines to serve as a director (a contingency which
the Company does not foresee), the proxies in the accompanying form will be
voted for any nominee who may be nominated by the present Board of Directors to
fill such vacancy.
Officers are elected at the first Board of Directors meeting following the
Annual Meeting at which the directors are elected and serve until their
successors are elected and qualified. There are no family relationships between
any of the directors, nominees for director, and executive officers.
BOARD AND COMMITTEE MEETINGS
The Company has no standing Audit and Compensation Committees as the Board of
Directors currently handles these issues. In place of an Audit Committee the
Board monitors the effectiveness of the audit conducted by the Company's
independent auditors and the Company's internal financial and accounting
controls. The Board meets with management and the independent auditors as may be
required. The independent auditors have full and free access to the Board
without the presence of management. During the past fiscal year, there was one
regular meeting of the Board and [25] special meetings. Each incumbent director
attended more than 75% of the aggregate number of all board meetings.
Compensation of Directors
In the fiscal year ended June 30, 2000, the members of the Board of Directors
were not compensated.
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DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to officers and directors of the Company is
incorporated by reference from the information under the caption "Part III, Item
9, Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act" in the Company's 10KSB for the year ended
June 30, 2000.
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
Incorporated by reference from information under the caption "Part III, Item 11,
Security Ownership of Certain Beneficial Owners and Management" from the
Company's 10KSB for the year ended June 30, 2000.
EXECUTIVE COMPENSATION
Incorporated by reference from information under the caption "Part III, Item 10,
Executive Compensation" from the Company's 10KSB for the year ended June 30,
2000.
OPTION GRANTS AND AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUE LAST FISCAL YEAR
Incorporated by reference from information under the caption "Part III, Item
10,Executive Compensation" from the Company's 10KSB for the year ended June
30,2000.
CERTAIN TRANSACTIONS
Incorporated by reference from information under the caption "Part III, Item 12,
Certain Relationships and Related Transactions" from the Company's 10KSB for the
year ended June 30, 2000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Incorporated by reference from information under the caption "Part III, Item 9,
Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act" from the Company's 10KSB for the year ended
June 30, 2000.
PROPOSAL 2
AMENDMENT OF CERTIFICATE OF INCORPORATION
The Board of Directors has unanimously approved, subject to stockholder
approval, an amendment to Article FIRST of the Company's Certificate of
Incorporation as amended, to change the name of the Company from Cambio, Inc. to
Telynx, Inc.
Subject to stockholder approval, Article First of the Company's Certificate of
Incorporation will be amended to read as follows:
"FIRST: The name of the Company is Telynx, Inc."
The Board of Directors has proposed this change and recommends its adoption in
order to align the Company better within the telecommunications industry. If
Proposal No. 2 is not adopted, the Company will be limited in its ability to add
value through achieving name branding of the Company and its products within
the telecommunications industry.
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PROPOSAL 3
APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS
The Company has appointed BDO Seidman, LLP as its independent auditors for the
fiscal year ending June 30, 2001. Representatives of BDO Seidman, LLP are not
expected to be present at the Annual Meeting. If the stockholders do not approve
the selection of BDO Seidman. LLP, the selection of other independent auditors
will be considered by the Board of Directors, although the Board of Directors
would not be required to select different independent auditors.
OTHER BUSINESS
The Board of Directors does not know of any business to be presented at the
Annual Meeting other than the matters set forth above, but if other matters
properly come before the meeting it is the intention of the persons named in the
proxies to vote in accordance with their best judgment on such matters.
SUBMISSION OF PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the Company's 2001 Annual
Meeting of Stockholders must be received at the Corporate Secretary's Office,
6006 N. Mesa, Suite 515, El Paso, Texas 79912, no later than [July 11], 2001 to
be considered for inclusion in the Proxy Statement and form of proxy for that
meeting. Notices of shareholders' proposals submitted outside the processes of
Rule 14a-8 under the Securities and Exchange Act of 1934, as amended, will be
considered timely, if filed on or before September 15, 2000. A proxy solicited
by the Board of Directors of the Company for the 2001 Annual Meeting may confer
discretionary voting authority with respect to any matter which arises at such
meeting as to which the Company does not receive notice on or before August 31,
2001.
By Order of the Board of Directors
Kent J. Van Houten
Secretary of the Corporation
Dated: October __ 2000
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CAMBIO, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 28, 2000
The undersigned, a stockholder of Cambio, Inc. (the "Corporation"),
hereby constitutes and appoints Ali Al-Dahwi and Kent Van Houten and each of
them, the true and lawful proxies and attorneys-in-fact of the undersigned, with
full power of substitution in each of them, to vote all shares of Common Stock
of the Corporation which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of the Corporation to be held on November 28, 2000, and
at any and all adjournments or postponements thereof, as follows:
(1) ELECTION OF DIRECTORS
[ ] FOR the nominees listed below [ ] WITHHOLDING AUTHORITY
(except as marked to the to vote for all the
contrary below) nominees listed below
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Nominees: Ali Al-Dahwi and Philip Chapman.
(2) PROPOSAL TO APPROVE THE AMENDMENT OF THE CERTIFICATE OF
INCORPORATION
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) PROPOSAL TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) In their discretion upon such other business as may properly come
before the meeting and any and all adjournments and postponements thereof.
(CONTINUED ON REVERSE SIDE.)
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(CONTINUED)
Shares represented by this Proxy will be voted in accordance with the
instructions indicated in items 1, 2 and 3 above. IF NO INSTRUCTION IS
INDICATED, THIS PROXY WILL BE VOTED FOR ALL LISTED NOMINEES FOR DIRECTORS AND
FOR PROPOSALS 2 AND 3.
Any and all proxies heretofore given by the undersigned are hereby
revoked.
Dated:________________________________
______________________________________
______________________________________
Please sign exactly as your name(s) appear
hereon. If shares are held by two or more
persons each should sign. Trustees,
executors and other fiduciaries should
indicate their capacity. Shares held by
corporations, partnerships, associations,
etc. should be signed by an authorized
person, giving full title or authority.
PLEASE DATE, SIGN AND MAIL IN THE ENCLOSED REPLY ENVELOPE
