DRAFT - May 22, 1997
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT OF MERGER made as of the _____ th day of June, 1997
BETWEEN:
SKYWAY HOME, INC., a corporation incorporated pursuant to the laws of the
State of Nevada and having its place of business at Suite 216, 18 Corporate
Plaza, Newport Beach, California (hereinafter called "Skyway")
OF THE FIRST PART
AND:
SKYWAY HOME ACQUISITION CORPORATION, a corporation incorporated pursuant
to the laws of the State of Nevada and having its place of business at Suite
B-169 North Scottsdale Road, Scottsdale, Arizona (hereinafter called
"Acquisition")
OF THE SECOND PART
WHEREAS:
A. Skyway is a corporation duly organized and existing under the laws of the
State of Nevada.
B. Acquisition is a corporation organized duly organized and existing under
the laws of the State of Nevada.
C. Skyway and Acquisition, acting by their respective boards of directors,
have determined that it is advisable and in the best interests of their
shareholders that Skyway and Acquisition merge in a forward triangular merger,
with Acquisition to be the surviving corporation, pursuant to the terms and
conditions of this Agreement and the laws or the State of Nevada (the "Merger").
Upon effectiveness of the Merger, all of the outstanding common stock of Skyway
will be converted into 6,300,000 common shares
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D. The boards of directors of each of Skyway and Acquisition have, in each
case by the affirmative vote of a majority of the full board of directors,
authorized and approved this Agreement and the Merger.
E. It is the intent of Skyway and Acquisition that this merger be treated
as a reorganization pursuant to Section 368 (a)(1)(A) of the Internal Revenue
Code of 1986, as amended (the "Code"), by virtue of the provisions of Section
368(a)(2)(D) of the Code.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants, and subject to the terms and conditions hereinafter set forth, the
parties hereto agree as follows:
1. INTERPRETATION
1.1 Where used herein or in any amendments or Schedules hereto, the
following terms shall have the following meanings:
(a) "Agreement and Plan of Reorganization" means the agreement and plan of
reorganization between the Skyway Shareholders, Skyway and Claire dated as of
the ___ day of May, 1997;
(b) "Skyway Shareholders" means The Curlin Trust, Harry Moll and Logan
Anderson;
(c) "Skyway Shares" means all of the issued and outstanding shares of
Skyway, being 630,000 common shares;
(d) "Constituent Corporations" means Acquisition and Skyway;
(e) "Effective Date" means the date on which the Merger is effective, as
contemplated in Section 2.1;
(f) "Merger" means the merger of Acquisition and Skyway, as contemplated by
Section 2.1 of this Agreement;
(g) "Surviving Corporation" means Acquisition as of and subsequent to the
Effective Date of the Merger;
(h) "Claire" means Claire Corp, a corporation duly incorporated under the
Nevada Act;
(i) "Nevada Act" means the Business Corporations Act of the State of
Nevada.
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1.2 All dollar amounts referred to in this agreement are in United States
funds, unless expressly stated otherwise.
1.3 This Agreement shall be interpreted to give effect to the intention of
the parties that this transaction qualify as a tax-free reorganization pursuant
to Internal Revenue Code Sections 368(a)(1)(A) and 368(a)(2)(D), and regulations
promulgated thereunder.
2. THE MERGER
2.1 Skyway will be merged with and into Acquisition on the following basis:
(a) the Merger will be effective on the date when this Merger Agreement is
filed with the Secretary of State of the State of Nevada (the "Effective Date");
(b) the separate existence of Skyway will cease upon effectiveness of the
Merger;
(c) Acquisition will survive as the Surviving Corporation upon
effectiveness of the Merger and will continue to exist by virtue of and will
be governed by the laws of the State of Nevada.
3. FILING OF MERGER AGREEMENT
3.1 Skyway and Acquisition will forthwith upon execution of this Agreement
execute articles of merger in the form required by the Nevada Act, which
articles of merger will include:
(a) the plan of merger set forth in this Merger Agreement;
(b) confirmation of the approval of the shareholders of each of Skyway and
Acquisition of the Merger and this Merger Agreement.
3.2 The Merger shall be completed by submitting the articles of merger to
the Secretary of State of Nevada in accordance with the Nevada Act.
4. CONVERSION OF SHARES
4.1 Upon the Effective Date, by virtue of the Merger and without any action
on the part of the holder thereof, each common share of Acquisition issued and
outstanding immediately prior to the Merger shall after completion of the Merger
continue to constitute one validly issued, fully paid and non-assessable
common share of Acquisition. Each stock certificate of Acquisition evidencing
ownership will continue to evidence ownership of such common shares of
acquisition.
4.2 Upon the Effective Date, by virtue of the Merger and without any action
on the
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part of the holder thereof, each Skyway Share issued and outstanding immediately
prior to the Merger shall be changed and converted automatically into 10 common
shares of Claire (the "Exchange Ratio") for an aggregate of 6,300,000 common
shares of Claire. Upon surrender of the certificates representing the Skyway
Shares at the closing of the Agreement and Plan of Reorganization, new
certificates for 6,300,000 common shares of Claire shall be issued in
accordance with the Exchange Ratio calculation. Such certificates shall provide
an appropriate securities law legend, providing, among other things, that the
shares evidenced by the certificates are being acquired for investment purposes
and are restricted securities.
4.3 On and after the Effective Date, all of the outstanding certificates
which prior to the Effective Date represented shares of Skyway shall be deemed
for all purposes to evidence ownership of and to represent the shares of Claire
into which the shares Skyway represented by such certificates have been
converted as herein provided. The registered owner on the books and records
of Skyway or its transfer agents of any such outstanding stock certificates,
shall until such certificates shall have been surrendered for transfer or
conversion or otherwise accounted for to Claire or its transfer agent, have and
be entitled to exercise any voting and other rights with respect to and to
receive any dividend and other distributions upon the shares of Claire
evidenced by such outstanding certificate as provided above.
4.4 In the event any certificates evidencing shares of Skyway shall have
been lost, stolen or destroyed, Claire shall issue in exchange for such lost,
stolen or destroyed certificates, upon the making of any affidavit of that fact
by the holder thereof, such shares of Claire.
4.5 No fraction shares of Claire will be issued.
4.6 All shares of Claire issued upon the surrender for exchange of shares of
Skyway in accordance with the terms of this Merger Agreement shall be deemed to
have been issued in full satisfaction of all rights pertaining to such shares of
Skyway. There shall be no further registration of transfers on the record of
Acquisition of shares of Skyway which were outstanding immediately prior to the
Effective Date. If, after the Effective Date, certificates evidencing shares of
Skyway are presented to Acquisition for any reason such shares of Skyway shall
be deemed void and cancelled.
5. EFFECT OF MERGER
5.1 On the Effective Date, the Surviving Corporation will:
(a) possess all the powers, rights, privileges, goodwill, immunities and
franchises, as well of a public as of a private nature, of each of the
Constituent Corporations;
(b) possess all property, real, personal and mixed, and all debts due on
whatever account and subscriptions to shares and all other thing in action and
every other interest of and belonging to or due to each of the Constituent
Corporations, each of which shall be taken and
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deemed to be transferred to and vest in the Surviving Corporation without
further act;
(c) be responsible and liable for all debts, liabilities and obligations
of each of the Constituent Corporations, and all rights of creditors and all
liens upon the property of the Constituent Corporations shall not be impaired
by the Merger, and all debts, liabilities and duties of the Constituent
Corporations shall attach to the Surviving Corporation and may be enforced
against it to the same extent as if said debts, liabilities and duties had
been incurred or contracted by it.
5.2 Any claim existing or action or proceeding pending by or against either
of the Constituent Corporations may be prosecuted to judgment as if the Merger
had not taken place, or the Surviving Corporation may be proceeded against or
substituted in its place.
5.3 The corporate name, entity and separate existence of Skyway, except
insofar as the same shall continue by requirements of statute, shall terminate,
and such corporation shall cease to be a corporation organized and existing
under the laws of the State of Nevada, and the Surviving Corporation shall be a
corporation organized and existing under the laws of the State of Nevada.
6. SURVIVING CORPORATION
6.1 The name of the Surviving Corporation shall upon completion of the merger
be "Skyway Homes, Inc.".
6.2 The Surviving Corporation shall have its principal place of business at
Suite 216, 18 Corporate Plaza, Newport Beach, California.
6.3 The purposes of the Surviving Corporation shall be, without limitation,
to continue and carry on the business of the Constituent Corporations and to do
all things permitted by and in accordance with the by-laws of the Surviving
Corporation.
6.4 The authorized capital stock of the Surviving Corporation shall be
100,000,000 shares of common stock without par value. The rights and
restrictions of the common stock shall be as set forth in the by-laws of the
Surviving Corporation.
6.5 The articles of incorporation of the Surviving Corporation shall
continue in full force as the articles of the Surviving Corporation until
further amended, altered, or repealed, or as provided by law.
6.6 The by-laws of the Surviving Corporation shall continue to be its bylaws
following the effective date of the Merger.
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6.7 The directors and officers of the Surviving Corporation on the Effective
Date shall continue as the directors and officers of the Surviving Corporation
for the full unexpired term of their offices and until their successors be
chosen or appointed according to law or according to the By-laws of the
Surviving Corporation.
7. GENERAL PROVISIONS
7.1 Time shall be of the essence of this agreement.
7.2 From time to time, as and when required by the Surviving Corporation or
by its successors and assignees, there shall be executed and delivered on behalf
of such deeds and other instruments, and there shall be taken or caused to be
taken by it such further and other action, as shall be appropriate or necessary
in order to vest or perfect in order to conform of record or otherwise, in the
Surviving Corporation the title to and possession of all the property,
interests, assets, rights, privileges, immunities, powers, franchises, and
authority of and otherwise to carry out the purposes of this Merger Agreement,
and the officers and directors of the Surviving Corporation are fully authorized
in the name and on behalf of or otherwise to take any and all such action and to
execute and deliver any and all such deeds and other instruments.
7.3 At any time before the Effective Date, this Merger Agreement may be
terminated and the merger may be abandoned by the Board of Directors of either
Acquisition of Skyway or all, notwithstanding the approval of the merger
Agreement by the shareholders of the Constituent Corporations.
7.4 This agreement may be executed in one or more counter-parts, each of
which so executed shall constitute an original and all of which together shall
constitute one and the same agreement.
7.5 If any legal action arises with regard to this Agreement or by reason
of any asserted breach of it, the prevailing party shall be entitled to
recover all costs and expenses, including reasonable attorney's fees, incurred
in enforcing or attempting to enforce any of the terms, covenants, or
conditions, including costs incurred prior to commencement of legal action, and
all costs and expenses, including reasonable attorney's fees, incurred in any
appeal from any action brought to enforce any of the terms, covenants, or
conditions.
IN WITNESS WHEREOF the parties hereto have executed this agreement as of the
day and year first above written.
SKYWAY HOMES, INC.
by its authorized signatory:
________________________________
Charles Seven, President
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SKYWAY HOMES ACQUISITION CORPORATION
by its authorized signatory:
________________________________
Jan Wallace, President
CHAPTER 92A
MERGERS AND EXCHANGES OF INTEREST
RIGHTS OF DISSENTING OWNERS
92A.300 Definitions.
92A.305 "Beneficial stockholder" defined.
92A.310 "Corporate action" defined.
92A.315 "Dissenter" defined.
92A.320 "Fair value" defined.
92A.325 "Stockholder" defined.
92A.330 "Stockholder of record" defined.
92A.335 "Subject corporation" defined.
92A.340 Computation of interest.
92A.350 Rights of dissenting partner of domestic limited partnership.
92A.360 Rights of dissenting member of domestic limited-liability company.
92A.370 Rights of dissenting member of domestic nonprofit corporation.
92A.380 Right of stockholder to dissent from certain corporate actions and to
obtain payment for shares.
92A.390 Limitations on right of dissent: Stockholders of certain classes or
series; action of stockholders not required for plan of merger.
92A.400 Limitations on right of dissent: Assertion as to portions only to
shares registered to stockholder; assertion by beneficial stockholder.
92A.410 Notification of stockholders regarding right of dissent.
92A.420 Prerequisites to demand for payment for shares.
92A.430 Dissenter's notice: Delivery to stockholders entitled to assert rights;
contents.
92A.440 Demand for payment and deposit of certificates; retention of rights of
stockholder.
92A.450 Uncertificated shares: Authority to restrict transfer after demand for
payment; retention of rights of stockholder.
92A.460 Payment for shares: General requirements.
92A.470 Payment for shares: Shares acquired on or after date of dissenter's
notice.
92A.480 Dissenter's estimate of fair value: Notification of subject
corporation; demand for payment of estimate.
92A.490 Legal proceeding to determine fair value: Duties of subject
corporation; powers of court; rights of dissenter.
92A.500 Legal proceeding to determine fair value: Assessment of costs and fees.
_____________
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RIGHTS OF DISSENTING OWNERS
92A.300 Definitions. As used in NRS 92A.300 to 92A.500, inclusive, unless the
context otherwise requires, the words and terms defined in NRS 92A.305 to
92A.335, inclusive, have the meanings ascribed to them in those sections.
92A.305 "Beneficial stockholder" defined. "Beneficial stockholder" means a
person who is a beneficial owner of shares held in a voting trust or by a
nominee as the stockholder of record. (Added to NRS by 1995, 2086)
92A.310 "Corporate action" defined. "Corporate action" means the action of a
domestic corporation. (Added to NRS by 1995, 2087)
92A.315 "Dissenter" defined. "Dissenter" means a stockholder who is entitled
to dissent from a domestic corporation's action under NRS 92A.380 and who
exercises that right when and in the manner required by NRS 92A.410 to 92A.480,
inclusive. (Added to NRS by 1995, 2087)
92A.320 "Fair value" defined. "Fair value," with respect to a dissenter's
shares, means the value of the shares immediately before the effectuation of
the corporate action to which he objects, excluding any appreciation or
depreciation in anticipation of the corporate action unless exclusion would be
inequitable. (Added to NRS by 1995, 2087)
92A.325 "Stockholder" defined. "Stockholder" means a stockholder of record or
a beneficial stockholder of a domestic corporation. (Added to NRS by 1995,
2087)
92A.330 "Stockholder of record" defined. "Stockholder of record" means the
person in whose name shares are registered in the records of a domestic
corporation or the beneficial owner of shares to the extent of the rights
granted by a nominee's certificate on file with the domestic corporation.
(Added to NRS by 1995, 2087)
92A.335 "Subject corporation" defined. "Subject corporation" means the
domestic corporation which is the issuer of the shares held by a dissenter
before the corporate action creating the dissenter's rights becomes effective
or the surviving or acquiring entity of that issuer after the corporate action
becomes effective. (Added to NRS by 1995, 2087)
92A.340 Computation of interest. Interest payable pursuant to NRS 92A.300 to
92A.500, inclusive, must be computed from the effective date of the action until
the date of payment, at the average rate currently paid by the entity on its
principal bank loans or, if it has no bank loans, at a rate that is fair and
equitable under all of the circumstances. (Added to NRS by 1995, 2087)
92A.350 Rights of dissenting partner of domestic limited partnership. A
partnership agreement of a domestic limited partnership or, unless otherwise
provided in the partnership agreement, an agreement of merger or exchange, may
provide that contractual rights with respect to the partnership interest of a
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dissenting general or limited partner of a domestic limited partnership are
available for any class or group of partnership interests in connection with any
merger or exchange in which the domestic limited partnership are available for
any class or group of partnership interests in connection with any merger or
exchange in which the domestic limited partnership is a constituent entity.
(Aded to NRS by 1995, 2088)
92A.360 Rights of dissenting member of domestic limited-liability company.
The articles of organization or operating agreement of a domestic limited-
liability company or, unless otherwise provided in the articles of organization
or operating agreement, an agreement of merger or exchange, may provide that
contractual rights with respect to the interest of a dissenting member are
available in connection with any merger or exchange in which the domestic
limited-liability company is a constituent entity. (Added to NRS by 1995, 2088)
92A.370 Rights of dissenting member of domestic nonprofit corporation.
1. Except as otherwise provided in subsection 2, and unless otherwise
provided in the articles or bylaws, any member of any constituent domestic
nonprofit corporation who voted against the merger may, without prior notice,
but within 30 days after the effective date of the merger, resign from
membership and is thereby excused from all contractual obligations to the
constituent or surviving corporations which did not occur before his resignation
and is thereby entitled to those rights, if any, which would have existed if
there had been no merger and the membership had been terminted or the member had
been expelled.
2. Unless otherwise provided in its articles of incorporation or bylaws, no
member of a domestic nonprofit corporation, including, but not limited to, a
cooperative corporation, which supplies services described in chapter 704 of NRS
to its members only, and no person who is a member of a domestic nonprofit
corporation as a condition of or by reason of the ownership of an interest in
real property, may resign and dissent pursuant to subsection 1. (Added to NRS
by 1995, 2088)
92A.380 Right of stockholder to dissent from certain corporate actions and to
obtain payment for shares.
1. Except as otherwise provided in NRS 92A.370 and 92A.390, a stockholder is
entitled to dissent from, and obtain payment of the fair value of his shares in
the event of any of the following corporate actions:
(a) Consummation of a plan of merger to which the domestic corporation is
a party:
(1) If approval by the stockholders is required for the merger by NRS
92A.120 to 92A.160, inclusive, or the articles of incorporation and he is
entitled to vote on the merger; or
(2) If the domestic corporation is a subsidiary and is merged with its
parent under NRS 92A.180.
(b) Consummation of a plan of exchange to which the domestic
corporation is a party as the corporation whose subject owner's interests will
be acquired, if he is entitled to vote on the plan.
(c) Any corporate action taken pursuant to a vote of the stockholders
to the event that the articles of incorporation, bylaws or a resolution of the
board of directors provides that voting or nonvoting stockholders are entitled
to dissent and obtain payment for their shares.
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2. A stockholder who is entitled to dissent and obtain payment under NRS
92A.300 to 92A.500, inclusive, may not challenge the corporate action creating
his entitlement unless the action is unlawful or fraudulent with respect to him
or the domestic corporation. (Added to NRS by 1995, 2087)
92A.390 Limitations on right of dissent: Stockholders of certain classes or
series; action of stockholders not required for plan of merger.
1. There is no right of dissent with respect to a plan of merger or
exchange in favor of stockholders of any class or series which, at the record
date fixed to determine the stockholders entitled to receive notice of and to
vote at the meeting at which the plan of merger or exchange is to be acted on,
were either listed on a national securities exchange, included in the national
market system by the National Association of Securities Dealers, Inc., or held
by at least 2,000 stockholders of record, unless:
(a) The articles of incorporation of the corporation issuing the shares
provide otherwise; or
(b) The holders of the class or series are required under the plan of
merger or exchange to accept for the shares anything except:
(1) Cash, owner's interests or owner's interests and cash in lieu of
fractional owner's interests of:
(I) The surviving or acquiring entity; or
(II) Any other entity which, at the effective date of the plan of merger
or exchange, were either listed on a national securities exchange, included in
the national market system by the National Association of Securities Dealers,
Inc., or held of record by a least 2,000 holders of owner's interests of
record; or
(2) A combination of cash and owner's interests of the kind described in
sub-subparagraphs (I) and (II) of subparagraph (1) of paragraph (b).
2. There is no right of dissent for any holders of stock of the surviving
domestic corporation if the plan of merger does not require action of the
stockholders of the surviving domestic corporation under NRS 92A.130. (Added
to NRS by 1995, 2088)
92A.400 Limitations on right of dissent: Assertion as to portions only to
shares registered to stockholder; assertion by beneficial stockholder.
1. A stockholder of record may assert dissenter's rights as to fewer than
all of the shares registered in his name only if he dissents with respect to
all shares beneficially owned by any one person and notifies the subject
corporation in writing of the name and address of each person on whose behalf
he asserts dissenter's rights. The rights of a partial dissenter under this
subsection are determined as if the shares as to which he dissents and his other
shares were registered in the names of different stockholders.
2. A beneficial stockholder may assert dissenter's rights as to shares held
on his behalf only if:
(a) He submits to the subject corporation the written consent of the
stockholder of record to the dissent not later than the time the beneficial
stockholder asserts dissenter's rights; and
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(b) He does so with respect to all shares of which he is the beneficial
stockholder or over which he has power to direct the vote. (Added to NRS by
1995, 2089)
92A.410 Notification of stockholders regarding right of dissent.
1. If a proposed corporate action creating dissenters' rights is submitted
to a vote at a stockholders' meeting, the notice of the meeting must state that
stockholders are or may be entitled to assert dissenters' rights under
NRS 92A.300 to 92A.500, inclusive, and be accompanied by a copy of those
sections.
2. If the corporate action creating dissenters' rights is taken without a
vote of the stockholders, the domestic corporation shall notify in writing all
stockholders entitled to assert dissenters' rights that the action was taken
and send them the dissenter's notice described in NRS 92A.430. (Added to NRS
by 1995, 2089)
92A.420 Prerequisite to demand for payment for shares.
1. If a proposed corporate action creating dissenters' rights is submitted
to a vote at a stockholders' meeting, a stockholder who wishes to assert
dissenter's rights:
(a) Must deliver to the subject corporation, before the vote is taken,
written notice of his intent to demand payment for his shares if the proposed
action is effectuated; and
(b) Must not vote his shares in favor of the proposed action.
2. A stockholder who does not satisfy the requirements of subsection 1 is not
entitled to payment for his shares under this chapter. (Added to NRS by 1995,
2089)
92A.430 Dissenter's notice: Delivery to stockholders entitled to assert rights;
contents.
1. If a proposed corporate action creating dissenters' rights is authorized
at a stockholders' meeting, the subject corporation shall deliver a written
dissenter's notice to all stockholders who satisfied the requirements to assert
those rights.
2. The dissenter's notice must be sent no later than 10 days after the
effectuation of the corporate action, and must:
(a) State where the demand for payment must be sent and where and when
certificates, if any, for shares must be deposited;
(b) Inform the holders of shares not represented by certificates to what
extent the transfer of the shares will be restricted after the demand for
payment is received;
(c) Supply a form for demanding payment that includes the date of the first
announcement to the news media or to the stockholders of the terms of the
proposed action and requires that the person asserting dissenter's rights
certify whether or not he acquired beneficial ownership of the shares before
that date;
(d) Set a date by which the subject corporation must receive the demand
for payment, which may not be less than 30 nor more than 60 days after the date
the notice is delivered; and
(e) Be accompanied by a copy of NRS 92A.300 to 92A.500, inclusive. (Added
to NRS by 1995, 2089)
92A.440 Demand for payment and deposit of certificates; retention of rights of
stockholder.
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1. A stockholder to whom a dissenter's notice is sent must:
(a) Demand payment;
(b) Certify whether he acquired beneficial ownership of the shares before
the date required to be set forth in the dissenter's notice for this
certification; and
(c) Deposit his certificates, if any, in accordance with the terms of the
notice.
2. The stockholder who demands payment and deposits his certificates, if any,
retains all other rights of a stockholder until those rights are canceled or
modified by the taking of the proposed corporate action.
3. The stockholder who does not demand payment or deposit his certificates
where required, each by the date set forth in the dissenter's notice, is not
entitled to payment for his shares under this chapter. (Added to NRS by 1995,
2090)
92A.450 Uncertificated shares: Authority to restrict transfer after demand for
payment; retention of rights of stockholder.
1. The subject corporation may restrict the transfer of shares not
represented by a certificate from the date the demand for their payment is
received.
2. The person for whom dissenter's rights are asserted as to shares not
represented by a certificate retains all other rights of a stockholder until
those rights are canceled or modified by the taking of the proposed corporate
action. (Added to NRS by 1995, 2090)
92A.460 Payment for shares: General requirements.
1. Except as otherwise provided in NRS 92A.470, within 30 days after receipt
of a demand for payment, the subject corporation shall pay each dissenter who
complied with NRS 92A.440 the amount the subject corporation estimates to be
the fair value of his shares, plus accrued interest. The obligation of the
subject corporation under this subsection may be enforced by the district court:
(a) Of the county where the corporation's registered office is located; or
(b) At the election of any dissenter residing or having its registered
office in this state, of the county where the dissenter resides or has its
registered office. The court shall dispose of the complaint promptly.
2. The payment must be accompanied by:
(a) The subject corporation's balance sheet as of the end of a fiscal year
ending not more than 16 months before the date of payment, a statement of income
for that year, a statement of changes in the stockholders' equity for that year
and the latest available interim financial statements, if any;
(b) A statement of the subject corporation's estimate of the fair value of
the shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's rights to demand payment under NRS
92A.480; and
(e) A copy of NRS 92A.300 to 92A.500, inclusive. (Added to NRS by 1995,
2090)
92A.470 Payment for shares: Shares acquired on or after date of dissenter's
notice.
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1. A subject corporation may elect to withhold payment from a dissenter
unless he was the beneficial owner of the shares before the date set forth in
the dissenter's notice as the date of the first announcement to the news media
or to the stockholders of the terms of the proposed action.
2. To the extent the subject corporation elects to withhold payment, after
taking the proposed action, it shall estimate the fair value of the shares, plus
accrued interest, and shall offer to pay this amount to each dissenter who
agrees to accept it in full satisfaction of his demand. The subject corporation
shall send with its offer a statement of its estimate of the fair value of the
shares, an explanation of how the interest was calculated, and a statement of
the dissenters' right to demand payment pursuant to NRS 92A.480. (Added to NRS
by 1995, 2091)
92A.480 Dissenter's estimate of fair value: Notification of subject
corporation; demand for payment of estimate.
1. A dissenter may notify the subject corporation in writing of his own
estimate of the fair value of his shares and the amount of interest due, and
demand payment of his estimate, less any payment pursuant to NRS 92A.460, or
reject the offer pursuant to NRS 92A.470 and demand payment of the fair value
of his shares and interest due, if he believes that the amount paid pursuant to
NRS 92A.460 or offered pursuant to NRS 92A.470 is less than the fair value of
his shares or that the interest due is incorrectly calculated.
2. A dissenter waives his right to demand payment pursuant to this section
unless he notifies the subject corporation of his demand in writing within 30
days after the subject corporation made or offered payment for his shares.
(Added to NRS by 1995, 2091)
92A.490 Legal proceeding to determine fair value: Duties of subject
corporation; powers of court; rights of dissenter.
1. If a demand for payment remains unsettled, the subject corporation shall
commence a proceeding within 60 days after receiving the demand and petition
the court to determine the fair value of the shares and accrued interest. If the
subject corporation does not commence the proceeding within the 60-day period,
it shall pay each dissenter whose demand remains unsettled the amount demanded.
2. A subject corporation shall commence the proceeding in the district court
of the county where its registered office is located. If the subject corporation
is a foreign entity without a resident agent in the state, it shall commence the
proceeding in the county where the registered office of the domestic corporation
merged with or whose shares were acquired by the foreign entity was located.
3. The subject corporation shall make all dissenters, whether or not
residents of Nevada, whose demands remain unsettled, parties to the proceeding
as in an action against their shares. All parties must be served with a copy of
the petition. Nonresidents may be served by registered or certified mail or by
publication as provided by law.
4. The jurisdiction of the court in which the proceeding is commenced under
subsection 2 is plenary and exclusive. The court may appoint one or more persons
as appraisers to receive evidence and recommend a decision on the question of
fair value. The appraisers have the powers described in the order appointing
them, or any amendment thereto. The dissenters are entitled to the same
discovery rights as parties in other civil proceedings.
<PAGE>
5. Each dissenter who is made a party to the proceeding is entitled to a
judgment:
(a) For the amount, if any, by which the court finds the fair value of his
shares, plus interest, exceeds the amount paid by the subject corporation; or
(b) For the fair value, plus accrued interest, of his after-acquired shares
for which the subject corporation elected to withhold payment pursuant to NRS
92A.470. (Added to NRS by 1995, 2091)
92A.500 Legal proceeding to determine fair value: Assessment of costs and fees.
1. The court in a proceeding to determine fair value shall determine all of
the costs of the proceeding, including the reasonable compensation and expenses
of any appraisers appointed by the court. The court shall assess the costs
against the subject corporation, except that the court may assess costs
against all or some of the dissenters, in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously or not
in good faith in demanding payment.
2. The court may also assess the fees and expenses of the counsel and experts
for the respective parties, in amounts the court finds equitable:
(a) Against the subject corporation and in favor of all dissenters if the
court finds the subject corporation did not substantially comply with the
requirements of NRS 92A.300 to 92A.500, inclusive; or
(b) Against either the subject corporation or a dissenter in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously or not in good faith with
respect to the rights provided by NRS 92A.300 to 92A.500, inclusive.
3. If the court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the subject corporation, the
court may award to those counsel reasonable fees to be paid out of the amounts
awarded to the dissenters who were benefited.
4. In a proceeding commenced pursuant to NRS 92A.460, the court may assess
the costs against the subject corporation, except that the court may assess
costs against all or some of the dissenters who are parties to the proceeding,
in amounts the court finds equitable, to the extent the court finds that such
parties did not act in good faith in instituting the proceeding.
5. This section does not preclude any party in a proceeding commenced
pursuant to NRS 92A.460 or 92A.490 from applying the provisions of N.R.C.P. 68
or NRS 17.115. (Added to NRS by 1995, 2092)
CLAIRE TECHNOLOGIES, INC.
7373 North Scottsdale Road, Suite B-169
Phoenix, Arizona 85251
NOTICE AND PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 30, 1997
To the Shareholders of Claire Technologies, Inc.:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Shareholders (the
"Annual Meeting") of Claire Technologies, Inc., a Nevada corporation (the
"Company"), will be held at 7373 North Scottsdale Road, Suite B-169, Phoenix,
Arizona, 85251 on the 30th day of June, 1997, at 10:00 a.m. (Pacific Time) for
the following purpose:
1. To elect three directors to the Board of Directors to serve for a one year
term;
2. To approve the conversion of Company debt to shares and the issuance of
shares;
3. To approve a 4:1 reverse split of the Company stock upon the completion of
the stock offering listed in item 4 above;
4. To approve a merger with Skyway Home, Inc., a Nevada corporation and for
the change in the name of the Company;
5. To approve the selection of Smith and Company as the accountants for the
Company; and
6. To transact any and all other business that may properly come before the
Meeting or any Adjournment(s) thereof.
The Board of Directors has fixed the close of business on May 13, 1997 as the
record date (the "Record Date") for the determination of shareholders entitled
to notice of and to vote at such meeting or any adjournment(s) thereof. Only
shareholders of the Company's Common Stock of record at the close of business
on the Record Date are entitled to notice of and to vote at the Annual Meeting.
Shares can be voted at the Annual Meeting only if the holder is present or
represented by proxy. The stock transfer books will not be closed. A copy of
the Company's 1996 Annual Report to Shareholders, in the form of the 10-K filed
with the Securities and Exchange Commission, which includes audited financial
statements, is enclosed. A list of shareholders entitled to vote at the Annual
Meeting, the Merger Agreement and the Articles of Merger will be available for
examination at the offices of the Company for ten (10) days prior to the Annual
Meeting.
You are cordially invited to attend the Annual Meeting; whether or not you
expect to attend the meeting in person, however, you are urged to mark, sign,
date, and mail the enclosed form of proxy promptly so that your shares of stock
may be represented and voted in accordance with your wishes and in order that
the presence of a quorum may be assured at the meeting. Your proxy will be
returned to you if you should be present at the Annual Meeting and should
request its return in the manner provided for revocation of proxies on the
initial page of the enclsoed proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
__________________________________
Grace Sim, Secretary and Director
Scottsdale, Arizona, May 20, 1997
YOUR VOTE IS IMPORTANT
<PAGE>
Claire Technologies, Inc.
7373 North Scottsdale Road, Suite B-169
Phoenix, Arizona 85251
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 30, 1997
------------------------------
SOLICITATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the Board of Directors on behalf of
Claire Technologies, Inc., a Nevada corporation (the "Company"), to be voted at
the 1997 Annual Meeting of Shareholders of the Company (the "Annual Meeting") to
be held on June 30, 1997 at the time and place and for the purposes set forth in
the accompanying Notice of Annual Shareholders (the "Notice") and at any
adjournment(s) thereof. When proxies in the accompanying form are properly
executed and received, the shares represented thereby will be voted at the
Annual Meeting in accordance with the directions noted thereon; if no direction
is indicated, such shares will be voted for the election of directors and in
favor of the other proposals set forth in the Notice.
The executive offices of the Company are located at, and the mailing address
of the Company is 7373 North Scottsdale Road, Suite B-169, Scottsdale, Arizona,
85251.
Management does not intend to present any business at the Annual Meeting for a
vote other than the matters set forth in the Notice and has no information that
others will do so. If other matters requiring a vote of the shareholders
properly come before the Annual Meeting, it is the intention of the persons
named in the accompanying form of proxy to vote the shares represented by the
proxies held by them in accordance with their judgment on such matters.
This proxy statement (the "Proxy Statement") and accompanying proxy are being
mailed on or about May 20 1997. The Company's Annual Report on Form 10-K (the
"1996 Form 10-K"), which serves as the Annual Report to Shareholders, covering
the Company's fiscal year ended December 31, 1996, is enclosed herewith, and
certain parts thereof are incorporated herein by reference. See "Incorporation
by Reference."
Any shareholder of the Company giving a proxy has the unconditional right to
revoke their proxy at any time prior to the voting thereof either in person at
the Annual Meeting, by delivering a duly executed proxy bearing a later date or
by giving written notice of revocation to the Company addressed to Jan Wallace,
President and Chairman of the Board, Claire Technologies Corporation, 7373 North
Scottsdale Road, Suite B-169, Scottsdale, Arizona, 85251; no such revocation
shall be effective, however, until such notice of revocation has been received
by the Company at or prior to the Annual Meeting.
In addition to the solicitation of proxies by use of the mail, officers and
regular employees of the Company may solicit the return of proxies, either by
mail, telephone, telegraph or through personal contact. Such officers and
employees will not be additionally compensated but will be reimbursed for out-
of-pocket expenses. Brokerage houses and other custodians, nominees, and
fiduciaries will, in connection with shares of the Company's common stock,
$0.001 par value per share (the "Common Stock"), registered in their names, be
requested to forward solicitation material to the beneficial owner of such s
shares of Common Stock.
The cost of preparing, printing, assembling, and mailing the Annual Report,
the Notice, this Proxy Statement, and the enclosed form of proxy, as well as
the cost of forwarding solicitation materials to the beneficial owners of shares
of Common Stock and other costs of solicitation, are to be borne by the Company.
<PAGE>
QUORUM AND VOTING
The record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting was the close of business on May 13, 1997 (the
"Record Date"). On the Record Date, there were 9,139,500 shares of Common
Stock issued and outstanding.
Each shareholder of Common Stock is entitled to one vote on all matters to be
acted upon at the Annual Meeting and neither the Company's Articles of
Incorporation (the "Nevada Articles of Incorporation") nor its Bylaws (the
"Nevada Bylaws") allow for cumulative voting rights. The presence, in person or
by proxy, of the holders of twenty-five percent (25%) of the issued and
outstanding Common Stock entitled to vote at the meeting is necessary to
constitute a quorum to transact business. If a quorum is not present or
represented at the Annual Meeting, the shareholders entitled to vote thereat,
present in person or by proxy, may adjourn the Annual Meeting from time to time
without notice or other announcement until a quorum is present or represented.
Assuming the presence of a quorum, the affirmative vote of the holders of a
plurality of the shares of Common Stock voting at the meeting is required for
the election of each of the nominees for director, to approve the conversion of
the existing Company debt into common stock of the Company and other share
issuances, to approve a four to one (4-1) reverse stock split of the Company's
common stock, to approve the merger with Skyway Home, Inc. and the change of the
name of the Company and to approve the selection of Smith and Company as the
accountants of the Company.
Abstentions and broker non-votes will be counted for purposes of determining a
quorum, but will not be counted as voting for purposes of determining whether a
proposal has received the necessary number of votes for approval of the
proposal.
SUMMARY
The following is a brief summary of certain information contained elsewhere
in this Proxy Statement. This summary is not intended to be complete and is
qualified in all respects by reference to the detailed information appearing
elsewhere in this proxy statement and the exhibits hereto.
The Meeting
Date, Time and Place of the Annual Meeting
The Annual Meeting of Claire Technologies Corporation is scheduled to be held
on June 30, 1997, at 10:00 a.m. in the Company's corporate offices at 7373 North
Scottsdale Road, Suite B-169, Scottsdale, Arizona, 85251. See "Solicitation and
Revocability of Proxies."
Record Date
Only holders of record of shares of Common Stock at the close of business on
May 13, 1997 are entitled to receive notice of and to vote at the Annual
Meeting.
Vote Required
Assuming the presence of a quorum at the Annual Meeting, the affirmative vote
of the holders of a plurality of the shares of Common Stock represented and
voting at the Annual Meeting is required for (i) the election of each nominee
for director of the Company, (ii) for the approval of the issuance of shares of
the common stock of the Company to retire debt and to issue shares to other
third persons for working capital for the Company, (iii) for approval of a four
to one (4-1) reverse stock split, (iv) for the approval of a merger with Skyway
Home, Inc. and the change of the name of the Company and (v) for the appointment
of Smith & Company as the accountants for the Company.
<PAGE>
Accountants
Smith & Company, 10 West 100 South, Suite Number 700, Salt Lake City, Utah,
84101, have been selected by the Company to act as the principal accountant for
1997. Smith & Company have been the accountants for the Company for five years
and no change of accountants has occurred since that time and none is
contemplated. It is not expected that the representatives of Smith & Company
will attend the annual shareholders' meeting and will not be available to answer
questions from the shareholders.
Recommendations
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE
COMPANY'S SHAREHOLDERS VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR ("PROPOSAL
1"), FOR THE CONVERSION OF DEBT INTO SHARES OF STOCK AND THE ISSUANCE OF SHARES
("PROPOSAL 2"), FOR A 4:1 REVERSE SPLIT OF THE COMPANY'S STOCK ("PROPOSAL 3"),
FOR THE MERGER WITH SKYWAY HOME, INC. AND FOR THE CHANGE IN THE NAME OF THE
CORPORATION ("PROPOSAL 4") AND FOR THE SELECTION OF THE AUDITORS OF THE COMPANY
("PROPOSAL 5").
THE COMPANY
1. Background
----------
Claire Technologies, Inc., a Nevada corporation (the "Company," "Claire") was
incorporated in 1988 for the purpose of developing venture businesses. Claire
was formed by Capital General Corporation and has acquired new management to
acquire corporations and develop certain businesses. The Company has acquired
approximately 70.5% of the outstanding common stock of Hyperflow Technologies,
Inc. ("Hyperflow"), but does not control the operations of Hyperflow.
Hyperflow was incorporated in Nevada in May of 1995 and is a development stage
company engaged inthe design, engineering, manufacturing and sales of etching,
stripping, aqueous, and semi-aqueous precision cleaning systems for computer,
electronic, and semi-conductor industries. Hyperflow has not generated
significant income.
At December 31, 1995, the Company owed $280,969 to a British West Indies
entity controlled by a person who owned 23.86% of the Company's common stock,
and has options to purchase 180,000 shares at a price of $0.75 per share. The
loan is part of a $400,000 revolving floating loan. The interest rate is
12-1/2% per year. The loan is due thirty days after demand is made or October
31, 1996, whichever is earlier. The Company will also pay bonus interest in
the form of 10,000 shares of its common stock for each $50,000 (or portion
thereof) of the line of credit used up to a maximum of 80,000 shares. During
1996, the loan was repaid except for $14,999. 80,000 shares of restricted
common stock and 38,088 shares of Regulation S stock were also issued as
additional interest.
On March 11, 1996 the Company issued a private placement memorandum under
Regulation S for the amount of $1,000,000 consisting of 2,000,000 shares at
$0.50 per share. This offering was completed on May 20, 1996 and all shares
were sold. Proceeds from this offering were used in the acquisition of
Hyperflow and for working capital.
On November 6, 1996, the Company entered into a Promissory Note with Hyperflow
for the amount of $65,000. On December 27, 1996, the Company entered into a
second Promissory Note with Hyperflow for the amount of $240,500. Hyperflow
is the debtor in both of these notes, which fell due on January 15, 1997. At
this time the Company acquired all of the assets of Hyperflow in fulfillment of
the Notes. It then sold these assets to Hyperflo, Inc., an Arizona corporation,
in exchange for $305,000.
History and Background of Capital General and History and Background of Claire
Information regarding the history is contained in the annual report and is
incorporated by this reference.
2. Security Ownership of Management and Principal Shareholders
-----------------------------------------------------------
The following table sets forth information regarding the beneficial ownership
of Common Stock as of the Record Date by each person or group who owned, to the
Company's knowledge, more than five percent of the Common Stock, each of the
Company's directors, the Company's Chief Executive Officer, and all of the
Company's directors and executive officers as a group.
Name and address Amount of Percent
Title of class of owner ownership of class
- ------------- -------------------------------- ---------- --------
Class A Common Harry Moll 480,000* 5.25%
Box 836
Georgetown, Grand Cayman, BWI
Class A Common Jan Wallace 400,000 4.38%
6929 East Cheney
Paradise Valley, AZ 85253
Class A Common Aldridge Holdings 500,000 5.47%
Bank of Nova Scotia Bldg.
Georgetown, Grand Cayman, BWI
Class A Common Craig Hurst 64,655 .007%
3169 E. Sierra Vista Dr.
Phoenix, AZ 85016
Class A Common All Officers and Directors 464,655 .05%
As a Group (2 persons)
* Includes 80,000 shares owned by SSM Ltd., which is controlled by Mr. Moll.
3. Voting Intentions of Certain Beneficial Owners and Management
-------------------------------------------------------------
To be ratified by the Shareholders, Proposal No. 1, Proposal No. 2, Proposal
No. 3, Proposal No. 4 and Proposal No. 5 each require the affirmative vote of a
majority of the Company's voting securities constituting a quorum. The
Company's directors and officers have advised the Company that they will vote
the 464,655 shares owned or controlled by them FOR each of the Proposals in this
Proxy Statement. These shares represent .05% of the outstanding common stock of
the Company.
4. Additional Information
----------------------
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed with the Commission can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W. Washington, D.C. 20549. The
Company's Common Stock is traded through OTC Bulletin Board under the symbol
CLEA.
<PAGE>
5. Incorporation By Reference
--------------------------
The following documents filed by the Company with the Securities and Exchange
Commission pursuant to the Exchange Act are incorporated herein by reference and
made a part hereof:
a. The Company's Annual Report on Form 10-K for the year ended December 31,
1994;
b. The Company's Annual Report on Form 10-K for the year ended December 31,
1995;
c. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996;
d. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996;
e. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996;
f. The Company's Annual Report on Form 10-K for the year ended December 31,
1996; and
g. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997.
All reports and documents filed by the Company pursuant to Section 13, 14 or
15(d) of the Exchange Act, after the date of this Proxy Statement, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
respective date of filing such documents. Any statement incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Proxy Statement to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Proxy Statement.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Proxy Statement has been
delivered, on the written request of any such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference in this Proxy Statement, other than exhibits to such documents.
Written requests for such copies should be directed to the Company at 7373 North
Scottsdale Road, Suite B-169, Scottsdale, Arizona, 85251.
6. Director Compensation
---------------------
Compensation awarded to Directors of the Company is listed below in response
to question 8, "Remuneration and Executive Compensation."
7. Compliance with Section 16(a)
-----------------------------
Section 16(a) of the Securities Exchange Act of 1934 as amended (the "Exchange
Act") requires the Company's directors, officers and persons who own more than
10 percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission ("the Commission"). Directors, officers and greater than 10 percent
beneficial owners are required by applicable regulations to furnish the Company
with copies of all forms they file with the Commission pursuant to Section
16(a). The Company is not aware of any beneficial owner of more than 10 percent
of its registered Common Stock for purposes of Section 16(a).
<PAGE>
8. Remuneration and Executive Compensation
---------------------------------------
The following table sets forth for fiscal 1996 compensation awarded or paid to
Ms. Jan Wallace, the Company's President and Ms. Grace Sim, the Company's
Secretary, Treasurer and Director (collectively, the "named Executive
Officers"). Other than as indicated in the table below, no executive officer of
the Company received any annual compensation in the year ended December 31,
1996.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Table
Annual Compensation Long Term Compensation
Other All
Annual Restrictd Other
Compen- Stock Options/ LTIP Compen-
Name Title Year Salary Bonus sation Awarded SARs(#) payouts($)sation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jan President,
Wallace, CEO,
Director 1996 $120,000 $0 0 0 85,000 0 0
Grace Secretary/
Sim, Tres 1996 $ 0 $0 0 0 0 0 0
Craig
Hurst, Director 1996 $15,500 $0 0 0 49,500 0 0
</TABLE>
All of the foregoing amounts are estimates based upon the Company's internal
forecast and budget. There can be no assurance that the amounts of compensation
actually paid, or the persons to whom it is paid, will not differ materially
from the above estimates.
8. Information and Background of Officers and Directors
----------------------------------------------------
The following table shows the positions held by the Company's officers and
directors. The directors were appointed and will serve until the next annual
meeting of the Company's stockholders, and until their successors have been
elected and have qualified. The officers were appointed to their positions, and
continue in such positions at the discretion of the directors.
Name Age Position
- -------------- ----- --------------------------------------------
Jan Wallace 41 President, Chief Operating Officer, Director
Grace Sim 36 Secretary/Treasurer
Craig Hurst 32 Director
Jan Wallace (age 40) is President and Chief Operating Officer, and Director of
the Company. Ms. Wallace has been employed by the Company since May, 1995, when
she was elected to the Board of Directors. In November 1995, she accepted the
position of President. Ms. Wallace was previously Vice President of Active
Systems, Inc., a Canadian Company specializing in SGML Software, an ISO standard
in Ottawa, Ontario. Prior to that she was President and Owner of Mailhouse
Plus, Ltd., an office equipment distribution company which was sold to Ascom
Corporation. She has also been in management with Pitney_Bowes-Canada and Bell
Canada where she received its highest award in Sales and Marketing. Ms. Wallace
was educated at Queens University in Kingston, Ontario and Carleton University,
Ottawa, Ontario in Political Science with a minor in Economics. Ms. Wallace is
also an Officer and Director of Dynamic Associates, Inc., a company which files
annual reports pursuant to the Securities Exchange Act of 1934.
Grace Sim (age 36) is Secretary/Treasurer of the Company and a Director. Ms.
Sim has been Secretary/Treasurer since March 7, 1997. Prior to joining Claire
Technologies, Inc., Ms. Sim owned an accounting consulting company in Ottawa,
Ontario, Canada. Ms. Sim received with honors her Bachelor of Mathematics from
the University of Waterloo in Waterloo, Ontario. Ms. Sim is also an Officer in
Dynamic Associates, Inc., a company which files
<PAGE>
annual reports pursuant to the Securities Exchange Act of 1934.
Craig A. Hurst (age 32) has been a director since May 3, 1996. From 1987 to 1988
Mr. Hurst was a pro-trader on the V.S.E. with C.M. Oliver & Co. From 1988 to
1989 he acted as a licensed investment advisor with First Vancouver Securities,
and from 1989 to present has been an independent venture capital executive
consultant specializing in drafting and structuring of new corporations, merger
and acquisition consulting, and development of public relations programs for
both public and private companies.
PROPOSAL NO. 1:
ELECTION OF BOARD MEMBERS
The Bylaws of the Company provide that the number of directors that shall
constitute the whole board shall be not less than two (2), or more than seven
(7). The number of directors presently comprising the Board of Directors is
three (3). Under this proposal the board would change but remain at three (3)
directors.
Nominees
Unless otherwise directed in the enclosed proxy, it is the intention of the
persons named in such proxy to nominate and to vote the shares represented by
such proxy for the election of the following named nominees for the office of
director of the Company, to hold office until next annual meeting of the
shareholders or until their respective successors shall have been duly elected
and shall have qualified. Each of the nominees is presently a director of the
Company.
1. Information Concerning Nominees
Name Age Position Director/Officer Since
- ---------------- --- --------------------- -----------------------
Jan Wallace 41 President, CEO, Director September 2, 1995
Charles Seven 53 Director June 30, 1997
Keith Romine 71 Director June 30, 1997
Biographies of the Nominees are as previously detailed and are incorporated
by this reference.
Charles Seven (age 53) is currently the Chief Executive Officer of Skyway Home,
Inc. He has served in this capacity since October 1996. Mr. Seven attended the
University of Oregon, majoring in Business Administration. Mr. Seven's
experience includes executive level operating and marketing positions in the
aviation, insurance and computer industries. Mr. Seven earned membership to the
Million Dollar Life Insurance Producer Club while employed with Penn Mutual Life
Insurance Company. He was Director of Marketing at Applied Digital Data Systems
for the Western Region, setting sales records for the computer peripheral
manufacturer. Mr. Seven formed Insurance Systems Incorporated, where he
designed and marketed the Computer Assisted Insurance Rating System to $5
million in sales in the first year. After selling Insurance Systems
Incorporated, Mr. Seven acquired Tallmantz Aviation which specializes in
maintenance, charter and storage. Mr. Seven also founded Sevcor International,
Inc., a company specializing in private executive aircraft repatriation. Mr.
Seven is active with the Rotary Club, Big Brothers of America and various
Chambers of Commerce.
Keith Romine (Age 71) is currently the Chief Financial Officer of Skyway Home,
Inc. He has served in this capacity since December 1996. Mr. Romine graduated
from Browns Business College, Walton Business College, International Accountants
Society and attended Bradley University. He is a licensed Real Estate Broker in
the State of California and a licensed Insurance Broker. Mr. Romine started as
a Financial Advisor in the banking industry and then a
<PAGE>
Senior Accountant with a CPA firm. From there Mr. Romine became Chief Financial
Officer with a manufacturing company and later as Senior Systems Analyst. Mr.
Romine joined Hunter Engineering as CFO and later became President.
The Board of Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a director
of the Company, or be unable to serve as a director of the Company. Should any
of them become unavailable for nomination or election or refuse to be nominated
or to accept election as a director of the Company, then the persons named in
the enclosed form of proxy intend to vote the shares represented in such proxy
for the election of such other person or persons as may be nominated or
designated by the Board of Directors. No nominee is related by blood, marriage,
or adoption to another nominee or to any executive officer of the Company or its
subsidiaries or affiliates. Assuming the presence of a quorum, each of the
nominees for director of the Company requires for his election the approval of
the holders of a plurality of the shares of Common Stock represented and voting
at the Annual Meeting.
The management of the Company feels it is beneficial to the shareholders to
increase the size of the board of directors to provide for the new direction of
the Company. With the sale of Hyperflow and the potential merger with Skyway
Home, Inc. the Company will require additional expertise that can be provided by
the addition of Mr. Seven as a member of the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
<PAGE>
PROPOSAL NO. 2:
CONVERSION OF DEBT TO SHARES AND ISSUANCE OF SHARES
The Company has certain debts which it has the opportunity to eliminate by the
issuance of shares. At this time the management of the Company has determined
that the viability of the Company as a going concern will be in jeopardy unless
immediate relief from the existing debt of the Company is not obtained. The
Board of Directors recommends a vote for the conversion of this debt into shares
of stock of the Company. In addition, the Company proposes issuing shares
totaling 822,940 to certain parties. These would include 406,377 shares of
stock issued to Dynamic Associates, Inc. at $0.20 per share and 416,563 shares
of stock issued to others at $0.30 per share. This would provide the Company
with cash in the amount of $206,244.30 for investment and continued operations.
The Board of Directors recommends a vote for the issuance of these shares of
stock. If this stock is not issued the Company will be forced to suspend
operations.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ISSUANCE OF STOCK AND FOR THE
CONVERSION OF DEBT INTO SHARES.
<PAGE>
PROPOSAL NO. 3:
4:1 REVERSE COMMON STOCK SPLIT
The Company proposes to conduct a 4:1 reverse split of its stock upon the
issuance of stock to cover debt and pursuant to an overall plan of
reorganization and refinancing. The current capital structure does not easily
provide the management of the Company with the ability to raise additional funds
through the future issuance of equity in the Company. It is the belief of the
management of the Company that the shareholders will benefit from the reduced
number of outstanding shares of the Common Stock of the Company and will be
provided with a stronger share. The Board of Directors recommends a vote in
favor of the 4:1 reverse split.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE 4:1 REVERSE SPLIT.
<PAGE>
PROPOSAL 4:
MERGER WITH SKYWAY HOME, INC.
The Company proposes a merger with Skyway Home, Inc. ("Skyway"), a Nevada
corporation. This would be a forward triangular merger between Skyway, Claire
and a new corporation. Skyway would merger into the new corporation, which
would be called Skyway Home, Inc. and would be the surviving entity. Claire,
which would by this time be known as Skyway Home Acquisition Corporation, would
become the parent/subsidiary corporation of the merged corporation. According
to the terms of this merger, the shares of Skyway would be converted into shares
of Claire at a rate of 10 shares for each Skyway share, for a total of 6,300,000
shares. The shareholders, officers and directors of Skyway would also be
granted options to purchase up to 1,100,000 additional shares of Claire stock.
Charles Seven, President of Skyway, would become a director of Claire upon
completion of the merger. The Company proposes to change its name to Skyway
Home Acquisition Corporation. This name change would take place in conjunction
with the merger with Skyway Home, Inc. and would occur prior to that merger.
Management and Directors reserve the right to oppose this merger subject to due
diligence results due at the end of May 1997. This Merger is subject to certain
assumptions as contained in the Merger Agreement that must be complied with
prior to completion of the merger. Both parties have made certain
representations that if found not to be accurate can cause the Merger to not be
completed. The Board of Directors retains the ability to terminate the Merger,
subsequent to the approval of the shareholders should certain conditions
contained in the Merger not be complied with and if it is in the best interest
of the Company. A copy of the Merger Agreement is attached as Exhibit A.
Dissenters' Rights
If the merger with Skyway Home, Inc. is approved by a majority of the
shareholders, dissenting shareholders have the right to obtain payment for the
fair value of their shares. As provided in Nevada Revised Statute (NRS) S.
92.380 a stockholder has a right to dissent from certain corporate actions and
to obtain payment for of the fair value of their shares in the event of the
consummation of a plan of merger to which the domestic corporation is a party
where the approval of the shareholders is required. This proposed merger with
Skyway Home, Inc. does require the approval of the shareholders of the Company
and does fall within the statute providing for dissenter's rights. In NRS S.
92A.380(2) a stockholder who is entitled to dissent and obtain payment may not
challenge the corporate action creating their entitlement unless the action is
unlawful or fraudulent with respect to them or the domestic corporation. NRS
S. 92A400(1) states a stockholder of record may asset dissenter's rights as to
fewer than all of the shares registered in their name only if they dissent with
respect to all shares beneficially owned by any one person and notify the
subject corporation in writing of the name and address of each person on whose
behalf they assert dissenter's rights. The rights of a partial dissenter under
this subsection are determined as if the shares as to which they dissent and
their other shares were registered in the manes of different stockholders. As
continued in subsection the statute states: a beneficial stockholder may assert
dissenter's rights as to shares held on their behalf only if: (a) they submit to
the subject corporation the written consent of the stockholder of record to the
dissent not later than the time the beneficial stockholder asserts dissenter's
rights; and (b) they do so with respect to all shares of which they are the
beneficial stockholder or over which they have power to direct the vote.
Section 92A410 requires notification to shareholders regarding the right of
dissent. Pursuant to N.R.S. S.92A.420, in order to obtain payment, dissenters
must deliver to the Corporation, before the vote is taken, written notice of
intent to demand payment for their shares if the proposed merger is effectuated.
Dissenters may not challenge the consummation of the merger, nor may they vote
shares in favor of the merger. If the notice provisions of the statute are not
followed they will not be entitled to payment for their shares under the
statute. A complete copy of N.R.S. 92A.300 to 92A.500, outlining all
dissenters' rights under Nevada law, is attached to this merger as Exhibit B.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE MERGER WITH SKYWAY
HOME, INC. AND A CHANGE OF THE NAME OF THE CORPORATION
<PAGE>
PROPOSAL 5:
APPROVE THE SELECTION OF AUDITORS
Smith & Company, 10 West 100 South, Suite Number 700, Salt Lake City, Utah,
84101, have been selected by the Company to act as the principal accountant for
1997. Smith & Company have been the accountants for the Company for five years
and no change of accountants has occurred since that time and none is
contemplated.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE SELECTION OF SMITH
AND COMPANY AS ACCOUNTANTS FOR THE COMPANY
