Hart & Trinen
1624 Washington Street
Denver, CO 80203
(303) 839-0061
(303) 839-5414 (FAX)
January 22, l998
Securities and Exchange Commission 450 5th Street, N.W.
Washington, D.C. 20549
Re: SIMS Communications, Inc.
Attached is Schedule 14A and related preliminary proxy statement for
SIMS Communications, Inc. The Company intends to mail the Proxy Statement to its
security holders on or about February 4, 1998.
If you should have any questions concerning the enclosed proxy
statement please do not hesitate to contact the undersigned.
Very truly yours,
HART & TRINEN
William T. Hart
<PAGE>
SCHEDULE 14A
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
SIMS COMMUNICATIONS, INC.
(Name of Registrant as Specified In Its Charter)
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:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
<PAGE>
[ ] 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:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
<PAGE>
Preliminary
Proxy
Information
SIMS COMMUNICATION, INC.
17821 Skypark Circle, #G
Irvine, CA 92614
(714) 724-9094
(714) 261-0323
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Notice is hereby given that a Special Meeting of the Stockholders of
Sims Communications, Inc. (the "Company") will be held at 17821 Skypark Circle,
Unit G, Irvine, CA, on February , 1998, at 9:00 a.m., local time, to consider
and act upon the following:
1. A proposal to reverse split the outstanding shares of the Company's common
stock such that each share of the Company's issued and outstanding common stock
will be automatically converted into 0.10 share of common stock. The Company
will not issue any fractional shares as a result of the reverse stock split to
any shareholders owning (prior to the reverse stock split) less than ten shares.
Any stockholder owning less than one full share after the reverse stock split
will be paid in cash for his or her fractional share.
Such other business as may properly come before the meeting or any
adjournment or adjournments thereof.
Stockholders of record at the close of business on February , 1998,
will be entitled to vote on the matters to be considered at the meeting.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. IF YOU
CANNOT ATTEND, PLEASE COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY SO
THAT YOUR SHARES MAY BE VOTED AT THE MEETING. YOUR VOTE IS IMPORTANT.
Irvine, California, February , 1998
By Order of the Board of Directors
Secretary
<PAGE>
SIMS COMMUNICATION, INC.
17821 Skypark Circle, #G
Irvine, CA 92614
(714) 724-9094
(714) 261-0323 (fax)
PROXY STATEMENT
IN GENERAL
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Sims Communications, Inc. (the
"Company") to be used at a Special Meeting of Stockholders to be held at 17821
Skypark Circle, Unit G Irvine, CA, on February , 1998, at a.m. local time to
consider and act upon the following:
1. A proposal to reverse split the outstanding shares of the Company's
common stock such that each ten shares of the Company's issued and outstanding
common stock will be automatically converted into one share of ommon stock.
The shares covered by the enclosed proxy, if such is properly executed
and received prior to the meeting, will be voted for the proposals to be
considered at the meeting. A proxy may be revoked at any time before it is
exercised by giving written notice to the Company, and stockholders may vote
their shares if they attend the meeting in person even if they have executed and
returned a proxy. Distribution of this Proxy Statement commenced on or about ,
1998.
Management of the Company does not intend to present and does not have
reason to believe that others will present any others items of business at the
Special Meeting. However, if other matters are properly presented to the meeting
for a vote, the proxies will be voted upon such matters in accordance with the
judgment of the persons acting under the proxies.
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection with
soliciation of proxies will be paid by the Company including any additional
soliciation made by letter, telephone or facsimile.
PROPOSED REVERSE STOCK SPLIT
The Company's common stock is traded on the NASDAQ SmallCap Market.
NASDAQ requires a minimum bid price of $1.00 for common stock traded on the
SmallCap Market. However, as of January 22, 1998 the bid price of the Company's
common stock was $0.30 per share. In order to increase the bid price of the
Company's common stock to the level required by NASDAQ, the Company's board of
directors has adopted a proposal, subject to shareholder approval, to reverse
split each outstanding share of the Company's common stock such that each issued
and outstanding share would be automatically converted to one share of common
stock.
<PAGE>
As of the date of this proxy statement, the Company estimates that it
has approximately 800 shareholders, which amount includes shares held by central
securities depositories and brokerage firms which typically hold securities as
nominees for their customers.
The proposal to reverse split the Company's common stock, if adopted,
would cause any shareholder that owned less than 10 shares (prior to the reverse
split) to own less than one share. Since the Company will not issue any
fractional shares of common stock, any shareholder owning less than one full
share after the reverse stock split would be paid in cash for his or her
fractional shares. If the proposed reverse stock split is adopted, and based
upon the bid price of the Company's common stock at January 22, 1998, the
Company estimates that it would pay $0.03 for each 0.10 of a post split share
(to be proportionately adjusted for other fractions).
The effect of the reverse stock split would be to eliminate
approximately 50 shareholders (owning approximately 400 shares) at an estimated
cost of approximately $120. The Company feels this cost is justified since the
cost of printing and mailing a proxy statement and annual report to each
shareholder is approximately $4.50.
The Company would still have approximately 800 shareholders after the
reverse stock split and would continue to be registered under Section 12(g) of
the Securities Act of 1933.
The Company does not feel that the elimination of approximately 50
shareholders of record will have any adverse impact on the market for its shares
of common stock since the value of the shares held by shareholders owning less
than 10 shares is so small that the sale of such shares (after taking into
account brokerage commissions and stock transfer fees) would not be practical.
Shareholders should note that a 10 for 1 reverse split of the Company's
common stock will not guarantee that the bid price of the Company's common
stock, after the reverse split, will be higher than the present bid price. In
addition, shareholders who will own less than 100 shares of the Company's common
stock after the reverse stock split may incur higher brokerage costs if they
sell their shares.
For shareholders owning ten or more shares, any fractional shares
resulting from the reverse stock split will be rounded to the nearest whole
share.
VOTE REQUIRED
As of February , 1998, there were 11,910,922 outstanding shares of the
Company's common stock, with each share entitled to one vote. A majority of the
outstanding shares of common stock will constitute a quorum for the transaction
of business at the meeting.
The adoption of the proposal to reverse split the Company's outstanding
common stock will require the approval by the holders owning a
<PAGE>
majority of the Company's issued and outstanding common stock. The adoption of
any other proposals to come before the meeting will require the approval of a
majority of votes cast at the meeting.
The Company's officers and directors, who collectively own _shares of
the Company's common stock intend to vote their shares in favor of the proposal
to reverse split the outstanding shares of the Company's common stock.
PRINCIPAL SECURITY HOLDERS
The following table sets forth the shareholdings of the Company's
officers and directors, and those persons who own more than 5% of the Company's
common stock, its only class of outstanding equity securities, as of February ,
1998. Unless otherwise indicated, the share ownership reflected below represents
both record and beneficial ownership.
Name and
Address of Percent
Beneficial Owner Shares Owned of Class
Mark Bennett 166,580 1.4%
1967 Vista Caudal
Newport Beach, CA 92660
Michael Malet 166,580 1.4%
28 Oakdale
Irvine, CA 92604
Bruce S. Schames 3,825 *
3333 S. Congress Ave.
Suite 401
Delray Beach, FL 33445
Chet Howard -- --
8954 Canary Ave.
Fountain Valley, CA 92708
George Pursglove -- --
9380 N.W. 39 Court
Coral Springs, FL 33065
Officers and Directors as a
Group (5 persons) 386,985 3.2%
* Less than 1%
<PAGE>
AVAILABLITY OF ANNUAL REPORT ON FORM 10-K
The Company's Annual Report on Form 10-K for the year ending June 30,
1997 will be sent to any shareholder of the Company upon request. Requests for a
copy of this report should be addressed to the Secretary to the Company at the
address provided on the first page of this proxy statement.
SHAREHOLDER PROPOSALS
Any shareholder proposal which may properly be included in the proxy
solicitation material for the 1998 annual meeting of shareholders must be
received by the Secretary of the Company no later than , 1998.
<PAGE>
Sims Communications, Inc.
PROXY
This Proxy is Solicited by the Board of Directors
The undersigned stockholder of Sims Communications, Inc., acknowledged
receipt of the Notice of the Special Meeting of Stockholders, to be held
February , 1998, at a.m., local time, at 17821 Skypark Circle #G Irvine, CA, and
hereby appoints Mark Bennett or Michael Malet, or either of them, each with the
power of subsitution, as Attorneys and Proxies to vote all the shares of the
undersigned at said special meeting of stockholders and at all adjournments
thereof, hereby ratifying and confirming all that said Attorneys and Proxies may
do or cause to be done by virtue hereof. The above-named Attorneys and Proxies
are instructed to vote all of the undersigned's shares as follows:
1. To reverse split the outstanding shares of the Company's common
stock such that each share of the Company's issued and outstanding common stock
will be automatically converted into 0.10 share of common stock. Any stockholder
owning less than one full share after the reverse stock split will be paid in
cash for his or her fractional share.
FOR AGAINST ABSTAIN
In their discretion, upon such other business as may properly come
before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS
INDICATED, THIS PROXY WILL BE VOTED IN FAVOR OF ITEM 1.
Please sign your name exactly as it appears on your stock certificate. If shares
are held jointly, each holder should sign. Executors, trustees, and other
fiducaries should so indicate when signing.
Please Sign, Date and Return this Proxy so that your shares may be voted at the
meeting.
Dated this day of , 1998
Signature Signature
