<PAGE>
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 (Section) 240.14a-11(c) or (Section)
240.14a-12
Monogenesis Corporation
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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 Registrants)
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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(4) Date Filed:
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<PAGE>
MONOGENESIS CORPORATION
BUSINESS WORKS COMPLEX, ROUTE 47, WALKER, WEST VIRGINIA 26180
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 27, 2000
The Annual Meeting of Shareholders of Monogenesis Corporation
("Monogenesis") will be held at the offices of Monogenesis, at the Business
Works Complex, on Route 47, in Walker, West Virginia, October 27, 2000 at 12:30
P.M., E.D.T., to act on the following matters (which are more fully described in
the Proxy Statement accompanying this notice):
I. Removal of the restrictions on transfer of Monogenesis Common Shares by
amending paragraph 5 of the Certificate of Incorporation of Monogenesis to
delete the second to last sentence which reads: "Common Shares shall not be
transferred by the holders thereof without the prior written approval by the
board of directors which approval may be withheld in the board's discretion."
II. Election of directors of Monogenesis to serve for a term of one year or
until their successors are elected and qualified.
III. Ratification or rejection of George E. Clark, Certified Public Accountant,
as the independent public accountant for Monogenesis for the fiscal year ending
December 31, 2000.
IV. Such other business as may properly come before the meeting.
Only shareholders of record as of the close of business on August 30,
2000 are entitled to notice of and to vote at the meeting.
All shareholders are cordially invited to attend the meeting in
person. To assure your representation at the meeting, however, you are urged to
mark, sign, date and return the enclosed proxy as promptly as possible in the
envelope enclosed for that purpose. Any shareholder of record attending the
meeting may vote in person even if he or she previously has returned a proxy.
If the votes required to approve or reject any proposal or a quorum
are not obtained at the meeting, the persons named as proxies may propose one or
more adjournments of the meeting to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of holders of a majority of
the shares present in person or by proxy at the meeting. The persons named as
proxies will vote such proxies as they are entitled to vote in favor of Items 1,
2, and 3 and in favor of such adjournment and will vote against such adjournment
those proxies to be voted against Item 1.
September 22, 2000 P. Bradley Walker, Secretary
<PAGE>
PLEASE COMPLETE AND RETURN THE ENCLOSED FORM OF PROXY
PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
MONOGENESIS CORPORATION
Business Works Complex, Route 47, 88 Walker Creek Road
Walker, West Virginia 26180
PROXY STATEMENT
Date of Mailing to Shareholders: September 22, 2000
For Meeting of Shareholders To Be Held October 27, 2000, 12:30 P.M., E.D.T.
QUESTIONS AND ANSWERS
Q: WHAT IS THIS PROXY STATEMENT'S PURPOSE?
A: By law, Monogenesis must give its shareholders certain basic
information so they can vote knowledgeably at the annual shareholders meeting.
Q: WHO CAN VOTE?
A: Holders of Monogenesis Common Shares on August 30, 2000.
Q: WHAT AM I VOTING ON?
A: The proposed amendment to the Certificate of Incorporation described in
this Proxy Statement, the election of all of our Board of Directors and the
ratification or rejection of the accountant for this year. You may also vote on
any other matter that is properly brought before the meeting.
Q: WHAT IS THE PROXY CARD FOR?
A: By completing and signing the Proxy Card, you authorize the individuals
named on the card to vote your shares for you.
Q: WHAT IF I SUBMIT A PROXY CARD AND THEN CHANGE MY MIND ON HOW I WANT TO
VOTE?
A: No problem. You can revoke your proxy by writing us or by attending the
meeting and casting your vote in person.
Q: WHO ARE THE NOMINEES FOR DIRECTORS?
A: We have two directors. All of them are running for re-election. We
describe each director briefly in this Proxy Statement.
Q: WHOM MAY I CALL WITH A QUESTION ABOUT THE ANNUAL MEETING?
A: For information please call P. Bradley Walker, Monogenesis'
Secretary, at (800) 543-8620
<PAGE>
INTRODUCTION
THIS SECTION DESCRIBES THE PURPOSE OF THIS PROXY STATEMENT, WHO CAN VOTE AND HOW
TO VOTE.
PURPOSE. The Board of Directors of Monogenesis Corporation is sending
you this Proxy Statement in connection with the solicitation of proxies for use
at the annual shareholders' meeting to be held on Friday, October 27, 2000, at
Monogenesis' offices at the Business Works Complex, Route 47, in Walker, West
Virginia, at 12:30 P.M., West Virginia (EDT). On the Board's behalf, we ask you
to sign and return the enclosed proxy.
Monogenesis' June 30, 2000 Semi-Annual Report to Shareholders
containing financial and other information about Monogenesis is being furnished
to the shareholders of Monogenesis with this Proxy Statement.
Beginning on September 22, 2000, we will solicit proxies by mail. Our
employees may solicit proxies by mail, phone, fax or in person. We will pay all
solicitation costs. We will reimburse banks, brokers, nominees, and other
fiduciaries for their reasonable charges and expenses incurred in forwarding our
proxy materials to their principals.
VOTING STOCK. We have one class of stock, Common Shares. On the record
date, August 30, 1999, we had outstanding 2,499 Common Shares.
VOTING RIGHTS. If you were a holder of Common Shares on August 30,
2000, and the books of our transfer agent reflect your stock ownership, you may
cast one vote for each share recorded in your name. You may vote your shares
either in person or by proxy. To vote by proxy, please mark, date, sign and mail
the proxy card we enclosed with this Proxy Statement.
Giving a proxy will not affect your right to vote your shares if you
attend the meeting and want to vote in person. You may revoke a proxy at any
time before it is voted, but only if our Secretary receives written notice of
your revocation before your proxy is voted. We will vote all shares represented
by effective proxies in accordance with the terms stated in the proxy.
<PAGE>
A quorum to conduct business at the meeting consists of one-third
of the outstanding shares. However, to amend the Certificate of Incorporation,
holders of a majority of the outstanding shares must vote in favor of the
amendment. To be elected, a director must receive a majority of the votes
present at a meeting at which there is a quorum. Unless otherwise required by
law as with an amendment to the Certificate of Incorporation, a majority of the
shares represented at the meeting must approve any other matters brought to a
vote at the meeting. We will treat shares voted as abstaining as present for
determining the number of shares present, but as shares withheld from election
of a director and against any other proposition coming before the meeting. If a
broker holding your shares in street name indicates to us on a proxy card that
he or she lacks discretionary authority to vote your shares, we will not
consider your shares as present or voting for any purpose.
ITEM 1. AMENDMENT OF CERTIFICATE OF INCORPORATION TO REMOVE REQUIREMENT
THAT THE BOARD OF DIRECTORS APPROVE TRANSFERS OF MONOGENESIS COMMON
SHARES.
Unless otherwise instructed, the persons named in the accompanying
Proxy intend to vote all proxies for the amendment of the Certificate of
Incorporation. The amendment will amend paragraph 5 of the Monogenesis
Certificate of Incorporation to delete the second to last sentence which
requires the approval of the Monogenesis Board of Directors for the transfer of
shares and reads as follows: "Common Shares shall not be transferred by the
holders thereof without the prior written approval by the board of directors
which approval may be withheld in the board's discretion."
Initially, management of Monogenesis felt that it was important to
limit the types of shareholders that held stock in Monogenesis and control
transfers. This position had several bases including the need to restrict
transfer to comply with the securities laws governing the exemption from
registration under which the distribution was made and the purposes for which
Monogenesis was formed. The purpose of the change is to allow a market value to
be established for shareholder's equity interests.
In order to amend the Certificate of Incorporation to make the
change described above, the holders of a majority of the issued and outstanding
Common Shares of Monogenesis (as opposed to a majority of the shares present at
the meeting) must vote for the amendment in person or by proxy.
<PAGE>
ITEM 2. ELECTION OF DIRECTORS.
Unless otherwise instructed, the persons named in the accompanying
Proxy intend to vote all proxies for the election of Scot D. Walker and Brian P.
Westfall to serve for a term of one year or until their successors are elected
and qualified. Each of the nominees has consented to his nomination and has
agreed to serve if elected. If, however, either of the nominees should not be
available for election, the persons named as proxies may vote for other persons
in their discretion. The Board of Directors has no reason to believe that either
of the nominees will be unavailable for election. If a director is reelected his
term will expire in 2001.
The current directors (who are also the nominees for directors) and
officers of Monogenesis are as follows:
Name Age Offices Held
*Scot D. Walker 46 President and Director - 1990 to Present
Secretary, Treasurer - 1990 to 2/19/93
Brian P. Westfall 35 Director - 10/17/94 to Present
*P. Bradley Walker 41 Secretary, Treasurer - 2/19/93 to Present
* Brad Walker is an "interested person" of Monogenesis within the
meaning of the Investment Company Act of 1940, as amended,
because he controls The Walker Group, Inc. which owns 16% of the
issued and outstanding shares of stock of Monogenesis. Scot
Walker and Brad Walker are brothers. Scot Walker is also an
"interested person."
Brief descriptions of the business experience of the directors and
officers of Monogenesis follow:
Scot D. Walker is a financist. In addition to his positions with
Monogenesis, Mr. Walker was a partner in Joseph Walker & Sons Limited
Partnership, a business consulting firm, until 1992 and had held such position
since 1983. Mr. Walker is currently devoting most of his time to Monogenesis.
Brian P. Westfall is a specialist in distributed computing. He is
Chairman of the Board of Westfall Computer Specialists, Inc. and has held that
position since the company's formation in 1995. Prior to that, since 1991, Mr.
Westfall was engaged in the same business as a sole proprietorship.
<PAGE>
P. Bradley Walker has been Chairman of the Board of The Walker Group,
Inc., a family holding company, for the past twelve years. As Chairman, he
manages the investments of The Walker Group, Inc. which primarily consist of the
ownership of various financial services companies. Mr. Walker is also a
consultant to Joseph Walker & Sons, Inc. and has been since 1992. Mr. Walker was
also President of PBW, Inc. a registered investment advisor from 1985 through
1998. In addition to these positions, he served as a director of Software
Technology, Inc. from 1996 to 1998. And he served as a director of Exigent
International, Inc. (NASDAQ; XGNT) from 1997 through 1998. During his tenure
with Exigent, it acquired Software Technology, Inc.
The following table sets forth the security ownership of management and
all persons who were beneficial owners of 5% or more of the issued and
outstanding stock of Monogenesis on August 30, 2000:
<TABLE>
<CAPTION>
Names Position
Percentages Held With Title of Number of Shares
Addresses Monogenesis Class Beneficially Owned
<S> <C> <C> <C>
The Walker Group, Inc. ------ Common 410
16%
88 Walker Creek Road
Walker, WV 26180
Scot D. Walker President/ Common -0-
-0-
Route 9, Box 197 Director
Parkersburg, WV 26101
P. Bradley Walker Secretary/ Common 410(1)
16%
Route 2, Box 47 Treasurer
Walker, WV 26180
Brian P. Westfall Director Common -0-
-0-
Route 1, Box 219
Waverly, WV 26184
Directors and Officers ------ Common 410(1)
16% As a Group (3 persons)
</TABLE>
(1) The shares listed are the shares owned by The Walker Group, Inc.
which is controlled by Brad Walker.
<PAGE>
The Walker Group, Inc., Scot D. Walker, P. Bradley Walker and Brian P. Westfall
were subject to Section 16 of the Securities Exchange Act of 1934 during the
fiscal year of Monogenesis which ended on December 31, 1999 and management
believes that all reports were timely filed during that year.
The Board of Directors of Monogenesis met or acted through unanimous
consent resolutions 10 times during the fiscal year ended December 31, 1999. All
directors attended every meeting. No Director received any fee or other
compensation for attendance at meetings of the Board of Directors. Monogenesis
pays each director $500 for attendance at the annual directors' meeting. No fees
are expected to be paid for attendance at other regular or special meetings. The
Board does not have an audit, nominating or compensation committee. The Board of
Directors will consider nominees recommended by shareholders. Written
recommendations of nominees by shareholders may be submitted to the Board at any
time.
EXECUTIVE COMPENSATION.
Monogenesis paid $12,000 in compensation to officers of Monogenesis in
1999 and $4,000 in the first two quarters of 2000.
ITEM 3. RATIFICATION OF THE SELECTION OF GEORGE E. CLARK, CERTIFIED
PUBLIC ACCOUNTANT, AS INDEPENDENT PUBLIC ACCOUNTANT FOR
MONOGENESIS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
On October 8, 1999, the Directors, including a majority of the Directors
who are not interested persons of Monogenesis, selected George E. Clark,
Certified Public Accountant, to be the independent public accountant for
Monogenesis for the fiscal year ending December 31, 1999, subject to
ratification at this Annual Meeting of Shareholders. George E. Clark, has served
as independent public accountants for Monogenesis since its inception. The
employment of the accountants is conditioned upon Monogenesis' right by vote of
a majority of the outstanding voting securities(1) at any meeting called for the
purpose, to terminate such employment without any penalty.
____________________
1 For purposes of the Investment Company Act of 1940, the vote of a
majority of the outstanding securities of Monogenesis means the vote (1) of 67%
or more of the voting securities present at the shareholders' meeting, if the
holders of more than 50% of the outstanding voting securities of Monogenesis are
present or represented by proxy or (2) of more than 50% of the outstanding
voting securities of Monogenesis, whichever is less.
<PAGE>
It is not expected that George E. Clark or any representative of his firm will
be present at the shareholders' meeting.
THE BOARD OF DIRECTORS RECOMMENDS THE RATIFICATION BY THE SHAREHOLDERS OF GEORGE
E. CLARK AS THE INDEPENDENT PUBLIC ACCOUNTANT OF MONOGENESIS.
SHAREHOLDER PROPOSALS
Monogenesis has not received any shareholder proposals to be considered
for presentation at this Annual Shareholders meeting. Any shareholder who wishes
a proposal to be considered for presentation at the next Annual Shareholders
Meeting must submit the proposal in writing to Monogenesis Corporation, 88
Walker Creek Road, Walker, West Virginia 26180-9948, on or before August 30,
2001.
MISCELLANEOUS
Monogenesis has not entered into any contracts with an investment
advisor nor does it expect to enter into any such contracts in the near future.
The Board of Directors knows of no business to be brought before the
meeting, except as mentioned above. However, if any other matter should properly
come before the meeting, the persons named in the enclosed form of Proxy intend
to vote on such matters in accordance with their best judgment.
The vote required for election of directors or the approval of any
matter brought before the meeting with the exception of the amendment to the
Certificate of Incorporation, is a majority of the votes present at the meeting,
in person or by proxy, provided that a quorum is present. A quorum is one-third
of the outstanding shares of Monogenesis. The vote required to approve the
proposed amendment to the Certificate of Incorporation is a majority of the
issued and outstanding shares of Monogenesis. Each share represented at the
meeting will be entitled to one vote.
If a shareholder desires additional information about any matter
proposed for action call Monogenesis' Secretary, Brad Walker, at (800) 543-8620
for further information. SHAREHOLDERS ARE URGED TO RETURN THEIR PROXIES PROMPTLY
IN ORDER, AMONG OTHER THINGS, TO INSURE ACTION BY A QUORUM AND TO AVOID THE
EXPENSE AND BURDEN OF ADDITIONAL SOLICITATIONS.
P. Bradley Walker, Secretary
<PAGE>
MONOGENESIS CORPORATION
PROXY
ANNUAL MEETING OF SHAREHOLDERS OCTOBER 27, 2000
The undersigned shareholder of Monogenesis Corporation ("Monogenesis")
hereby revokes any proxies previously given and appoints Scot D. Walker and
Brian P. Westfall, or any one of them, the undersigned's proxies with full power
of substitution to vote all shares of stock of Monogenesis which the undersigned
is entitled to vote at the Annual Meeting of the shareholders of Monogenesis to
be held on October 27, 2000 at 12:30 P.M., E.D.T., and at any adjournment of the
meeting. Scot D. Walker and Brian P. Westfall are instructed to vote as
indicated on the matters referred to in the Proxy Statement for the meeting, and
are authorized to vote and act in their or his discretion on any other matter
which may properly come before the meeting or any adjournment. The named Proxies
shall represent the undersigned at the meeting of shareholders for the purposes
of determining a quorum.
Item 1. AMENDMENT OF CERTIFICATE OF INCORPORATION TO REMOVE REQUIREMENT THAT
THE BOARD OF DIRECTORS APPROVE ALL TRANSFERS OF MONOGENESIS COMMON SHARES
FOR ( ) AGAINST ( ) ABSTAIN ( )
Item 2. ELECTION OF DIRECTORS
FOR all nominees listed below -- ( )
AGAINST all nominees listed below -- ( )
WITHHOLD AUTHORITY to vote -- ( )
(except as marked to the contrary below)
Scot D. Walker and Brian P. Westfall
INSTRUCTION: To withhold authority for any individual nominee, write that
nominee's name on the space provided here:
____________________________________________________________________________
Item 3. RATIFICATION OF GEORGE E. CLARK, CERTIFIED PUBLIC ACCOUNTANT, AS
INDEPENDENT PUBLIC ACCOUNTANT FOR MONOGENESIS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2000
FOR ( ) AGAINST ( ) ABSTAIN ( )
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS INDICATED; BUT, IF NO INDICATION IS MADE, IT WILL BE VOTED FOR
PROPOSALS 1, 2 AND 3. MANAGEMENT RECOMMENDS A VOTE FOR THE ABOVE MATTERS. THE
SECRETARY KNOWS OF NO OTHER BUSINESS TO BE BROUGHT BEFORE THE MEETING. HOWEVER,
IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, IT IS EXPECTED THAT THE
PROXY HOLDERS WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE.
Please sign exactly as name appears on stock certificate. When signing as
attorney, personal representative, administrator, trustee, or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Dated: ________________, ______ 2000.
Shareholder:____________________________________________
(Signature)
By: ____________________________________________
(Print Name of Person Signing)
For: _____________________________________________ (if applicable)
(Print Name of Institution, and Title)
