SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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
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TADEO HOLDINGS, INC.
(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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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TADEO HOLDINGS, INC.
5 Hanover Square, 24th Floor
New York, New York 10004
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 30, 1999
TO THE STOCKHOLDERS OF TADEO HOLDINGS, INC.:
NOTICE IS HEREBY GIVEN that the Special Meeting (the "Meeting") of
Stockholders of Tadeo Holdings, Inc. (the "Company" or the "Corporation") will
be held at the Company's executive offices located at 5 Hanover Square, New
York, New York 10004, on November 30, 1999 at 10:00 a.m. local time for the
following purposes:
1. To authorize an amendment to the Company's Certificate of
Incorporation to change the name of the Company to TekInsight.Com, Inc.;
2. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed November 16, 1999 as the record date
for the determination of stockholders entitled to notice of and to vote at the
Special Meeting or any adjournment thereof. The stock transfer books of the
Company will not be closed, but only stockholders of record at the close of
business on November 16, 1999 will be entitled to vote at the Special Meeting or
any adjournment or adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
BRIAN BOOKMEIER, PRESIDENT
WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, SIGN AND RETURN
YOUR PROXY CARD PROMPTLY IN THE ENCLOSED STAMPED ENVELOPE PROVIDED FOR YOUR USE.
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TADEO HOLDINGS, INC.
5 Hanover Square, 24th Floor
New York, New York 10004
PROXY STATEMENT
GENERAL INFORMATION CONCERNING SOLICITATION
This proxy statement is furnished in connection with the solicitation
of proxies by and on behalf of the Board of Directors of Tadeo Holdings, Inc.
(hereinafter referred to as the "Company" or the "Corporation"), for its Special
Meeting of Stockholders (the "Meeting") to be held on November 30, 1999, or any
adjournments thereof. Shares cannot be voted at the meeting unless their owner
is present in person or represented by proxy. Copies of this proxy statement and
the accompanying form of proxy shall be mailed to the stockholders of the
Company on or about November 17, 1999. The principal executive offices of the
Company are located at the address indicated above.
If a proxy is properly executed and returned, the shares represented
thereby will be voted in accordance with the specifications made, or if no
specification is made the shares will be voted to approve each proposition. Any
stockholder giving a proxy has the power to revoke it at any time before it is
voted by filing with the Secretary of the Company a notice in writing revoking
it. A proxy may also be revoked by any stockholder present at the Meeting who
expresses a desire in writing to revoke a previously delivered proxy and to vote
his or her shares in person. The mere presence at the Meeting of the person
appointing a proxy does not revoke the appointment. In order to revoke a
properly executed and returned proxy, the Company must receive a duly executed
written revocation of that proxy before it is voted. A proxy received after a
vote is taken at the Meeting will not revoke a proxy received prior to the
Meeting; and a subsequently dated proxy received prior to the vote will revoke a
previously dated proxy.
All expenses in connection with the solicitation of proxies, including
the cost of preparing, handling, printing and mailing the Notice of Special
Meeting, Proxies and Proxy Statements will be borne by the Company. Directors,
officers and regular employees of the Company, who will receive no additional
compensation therefor, may solicit proxies by telephone or personal call, the
cost of which will be nominal and will be borne by the Company. In addition, the
Company will reimburse brokerage houses and other institutions and fiduciaries
for their expense in forwarding proxies and proxy soliciting material to their
principals.
Under Delaware statutory law stockholders are estopped from bringing
any action against a Delaware Corporation with regard to any matter approved or
ratified by stockholders, on which matter adequate information has been provided
to stockholders, solely for the reason that an
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interested director is involved in the transaction. By voting to approve any
such matter, however, stockholders are not estopped from taking action against
the Company on the basis of other objections or under common law principles,
such as fraud.
At the close of business on November 16, 1999, there were outstanding
15,848,529 shares of Common Stock $.0001 par value, of the Company (the "Common
Stock"), which constituted the voting securities of the Company. Each
stockholder is entitled to cast one vote for each share of Common Stock, which
is present at the Meeting either in person or by proxy. Only holders of record
of the outstanding shares of Common Stock at the close of business on November
16, 1999 will be entitled to vote at the Meeting.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following document filed with the Commission (File No.1-11568)
pursuant to the Exchange Act is incorporated herein by reference.
The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1999.
ACTION TO BE TAKEN UNDER THE PROXY
Unless otherwise directed by the grantor of the proxy, the persons
acting under the accompanying proxy will vote the shares represented thereby:
(a) for the proposal to authorize an amendment to the Company's Certificate of
Incorporation to change the name of the Company to TekInsight.Com, Inc.; and (b)
in connection with the transaction of such other business that may be brought
before the Meeting, in accordance with the judgment of the persons voting the
proxy.
I. Authorization and Approval of A Name Change Amendment to the Company's
Certificate of Incorporation.
Management of the Company deems it to be in the best interests of the
Company, its on-going business and its stockholders for the corporate name of
the Company to be changed from "Tadeo Holdings, Inc." to "TekInsight.Com, Inc."
Through January 28, 1998, the name of the Company was "Universal Self Care,
Inc." The Company changed its name to Tadeo Holdings, Inc. as required under the
terms of the Asset Purchase Agreement, dated as of November 14, 1997, as
amended, pursuant to which the Company sold (the "Sale") all of its then
operating assets and business (collectively, the "Business") to Gainor Medical
Management, LLC ("Gainor"). The name change was deemed necessary to avoid any
confusion between the Business acquired from the Company by Gainor and any
business which would be subsequently operated by the Company.
At the time of the Sale, the Company was uncertain as to the type of
business it would acquire with the Sale proceeds. As a result, Management
selected and the Company's stockholders approved the name "Tadeo Holdings, Inc."
because use of that name would not identify the Company as operating in any
specific industry or operating any specific type of business.
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Since that time, the Company (i) acquired Astratek, Inc., a
wholly-owned subsidiary that develops computer software products and provides
professional consulting services with respect to computer networking matters and
(ii) incorporated and commenced the operations of Tadeo E-Commerce Corporation,
a wholly-owned subsidiary that designs web sites and provides online site
hosting services for companies engaged in electronic commerce. All of the
Company's current operations place it firmly in the business of providing
sophisticated technology-oriented solutions for clients and customers. As a
result, Management believes that the existing corporate name of Tadeo Holdings,
Inc. neither sufficiently identifies the Company's current and anticipated
future business operations, nor assists the Companies' marketing efforts by
providing a suitable brand name for that business.
Management believes that the name "TekInsight.Com, Inc." more clearly
captures and identifies the nature of the Company's current and anticipated
future business operations, and recommends changing the Company's corporate name
to "TekInsight.Com, Inc." In order to effect such change of name, Company
stockholders must authorize and approve an amendment to the Company's
Certificate of Incorporation that effects a change of the Company's name to
TekInsight.Com, Inc. A copy of the Amendment to the Company's Certificate of
Incorporation that changes the name of the Company to TekInsight.Com, Inc. (the
"Amendment") is annexed as EXHIBIT A.
Management believes authorization and approval of the Amendment is in
the best interest of the Company and recommends that it be authorized and
ratified.
II. Other Business
While Management of the Company does not know of any matters which may
be brought before the Meeting, other than as set forth in the Notice of Meeting,
the proxy confers discretionary authority with respect to the transaction of any
other business. It is expected that the proxies will be voted in support of
Management on any question which may properly be submitted to the meeting.
Availability of Form 10-K
The Company will provide, without charge, to any stockholder, upon
written request of such stockholder, a copy of the Annual Report on Form 10-K
for the fiscal year ended June 30, 1999 as filed with the Securities and
Exchange Commission, including all financial statements and financial statement
schedules required to be filed therewith.
Any request for a copy of the Form 10-K should include a representation
that the person making the request was the beneficial owner, as of the record
date, of securities entitled to vote at the Annual Meeting of Stockholders. Such
requests should be addressed to: Tadeo Holdings, Inc., 5 Hanover Square, 24th
Floor New York, New York 10004, Attention: Arion Kalpaxis, Investor Relations.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY
IN THE ENVELOPE PROVIDED FOR SUCH PURPOSE
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TADEO HOLDINGS, INC.
PROXY-SPECIAL MEETING OF STOCKHOLDERS
NOVEMBER 30, 1999
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS IN CONNECTION WITH
THE SPECIAL MEETING OF STOCKHOLDERS OF TADEO HOLDINGS, INC. TO BE HELD ON
NOVEMBER 30, 1999. ANY STOCKHOLDER HAS THE RIGHT TO APPOINT AS HIS PROXY A
PERSON (WHO NEED NOT BE A STOCKHOLDER) OTHER THAN ANY PERSON DESIGNATED BELOW,
BY INSERTING THE NAME OF SUCH OTHER PERSON IN ANOTHER PROPER FORM OF PROXY.
The undersigned, a stockholder of Tadeo Holdings, Inc., (the
"Corporation"), hereby revoking any proxy herein before given, does hereby
appoint Brian D. Bookmeier and Damon Testaverde, or either of them, as his proxy
with full power of substitution, for and in the name of the undersigned to
attend the Special Meeting of Stockholders to be held on November 30, 1999 at
the Company's executive offices located at 5 Hanover Square, New York, New York
10004, at 10:00 a.m., local time, and at any adjournments thereof, and to vote
upon all matters specified in the notice of said meeting, as set forth herein,
and upon such other business as may properly come before the meeting, all shares
of stock of said Corporation which the undersigned would be entitled to vote if
personally present at the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, SUCH SHARES
WILL BE VOTED IN FAVOR OF ALL PROPOSALS.
1. To authorize an amendment to the Company's Certificate of
Incorporation, to change the name of the Corporation from "Tadeo Holdings, Inc."
to "TekInsight.Com, Inc."
( ) FOR ( ) AGAINST ( ) ABSTAIN
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
( ) FOR ( ) AGAINST ( ) ABSTAIN
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Dated: , 1999
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Signature
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Print Name
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Signature, if Jointly Held
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Print Name
PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS HEREIN, if signing as
attorney, executor, administrator,
trustee or guardian, indicate such
capacity. All joint tenants must sign.
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.
The Board of Directors request that
you fill in the date and sign the
Proxy and return it in the enclosed
envelope.
IF THE PROXY IS NOT DATED IN THE ABOVE
SPACE, IT IS DEEMED TO BE DATED ON THE
DAY ON WHICH IT WAS MAILED BY THE
CORPORATION.
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EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TADEO HOLDINGS, INC.
Pursuant to Section 242 of the Delaware
General Corporation Law
Pursuant to the provisions of Section 242 of the Delaware General
Corporation Law, the undersigned, being the Chief Executive Officer of the
Corporation, hereby certifies and sets forth as follows:
FIRST: The name of the Corporation is Tadeo Holdings, Inc. (the
"Corporation").
SECOND: The Certificate of Incorporation of the Corporation was filed
by the Secretary of State on the 12th day of May, 1989.
THIRD: The Certificate of Incorporation is hereby amended to change
the corporate name pursuant to Sections 241 and 242 of the General Corporation
Law. Article "FIRST" of the Certificate of Incorporation is hereby amended as
follows:
"FIRST: The name of the Corporation is TekInsight.Com, Inc."
FOURTH: The amendment to the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Sections
228 and 242 of the General Business Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned hereby signs his name and affirms
that the statements made herein are true under the penalties of perjury, this
____ day of _____________, 1999.
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Brian Bookmeier, Chief Executive Officer
