<PAGE>
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 240.14a-11(c) or 240.14a-12
COLECCIONES DE RAQUEL, 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
COLECCIONES DE RAQUEL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 12, 1996
To the shareholders of Colecciones de Raquel, Inc.:
The Annual Meeting of Stockholders of Colecciones de Raquel, Inc. (a Nevada
corporation) will be held at 9873 S. Santa Monica Boulevard, Beverly Hills,
California 90212, on Saturday, October 12, 1996, at 4:00 P.M., for the following
purposes:
1. to elect directors;
2. to ratify the appointment of the independent auditor for 1996; and
3. to transact such other business as may properly come before the meeting or
adjournments thereof.
Only stockholders of record of Colecciones de Raquel, Inc., at the close of
business on August 15, 1996, are entitled to notice of and to vote at the
meeting or adjournments thereof.
You are cordially invited to attend the meeting. It is important that your
shares be represented at the meeting, whether or not you attend.
By Order of the Board of Directors,
Colecciones de Raquel, Inc.
Raquel Zepeda
Chairman of the Board and
Chief Executive Officer
Beverly Hills, California
August 12, 1996
___________
YOUR VOTE IS IMPORTANT
WE ENCOURAGE YOU TO COMPLETE, DATE, SIGN, AND PROMPTLY RETURN YOUR PROXY CARD
IN THE ENCLOSED ENVELOPE, REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING.
<PAGE>
COLECCIONES DE RAQUEL, INC.
9873 S. Santa Monica Blvd.
Beverly Hills CA 90212
(310) 203-9240
PROXY AND INFORMATION STATEMENT
August 30, 1996
GENERAL INFORMATION
This statement is submitted in connection with the solicitation of proxies by
the Board of Directors and Management of Colecciones de Raquel, Inc. (the
"Corporation"), 9873 S. Santa Monica Boulevard, Beverly Hills, California 90212,
for the Annual Meeting of Stockholders to be held on October 12, 1996, and any
postponements or adjournments thereof (the "Annual Meeting"). This Proxy and
Information Statement and the enclosed proxy card were mailed commencing on or
about September 12, 1996.
Any stockholder executing the enclosed form of proxy may revoke it at any time
before it is exercised. A proxy may be revoked by delivering to the Corporation
a written revocation or a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person. If a duly executed proxy
card is not returned, the shares cannot be voted except by voting in person or
by a duly executed proxy card presented at the Annual Meeting.
Only stockholders of record of Colecciones de Raquel, Inc., at the close of
business on August 15, 1996, are entitled to notice of and to vote at the
meeting or adjournments thereof. There were outstanding at the close of
business on the record date, August 15, 1996, 4,000,000 shares of common stock
of the Corporation entitled to vote at this meeting, each share of common stock
being entitled to one vote, and 100,000 shares of preferred stock entitled to a
total of 12,000,000 votes. The presence, in person or in proxy, of the holders
of a majority of the shares entitled to vote constitutes a quorum for the Annual
Meeting.
Pursuant to Section 2115 of the California General Corporation Law, shareholders
may have cumulative voting rights with respect to the election of directors.
Under the cumulative voting method, a shareholder may multiply the number of
shares owned by the number of directors to be elected and cast the total number
of votes for any one candidate or distribute the total number of votes in any
proportion among as many candidates as the shareholder desires. However, a
shareholder may not cumulate votes for a candidate unless such candidate's name
has been placed in nomination prior to the voting and unless a shareholder has
given notice at the Annual Meeting and prior to the voting of his intention to
cumulate his votes. If any shareholder gives notice, all shareholders
(including those voting by proxy) may then cumulate their votes. The candidates
receiving the highest number of votes up to the number of directors to be
elected will be elected. The Corporation's management does not intend to
cumulate votes at the Annual Meeting; however, members of management reserve
the right to cumulate votes if cumulative voting is properly elected by a
shareholder of the Corporation other than management.
Proxies marked as abstaining will be treated as present for purposes of
determining a quorum for the Annual Meeting, but will not be counted as voting
in respect of any matter as to which abstinence is indicated. Proxies returned
by brokers as "non-votes" on behalf of shares held in street name because
beneficial owners' discretion has been withheld as to one or more matters on the
agenda for the Annual Meeting will be treated as present only for purposes of
determining a quorum for the Annual Meeting; such shares will not be counted
for any purpose as to the matters for which a non-vote is indicated on the
brokers proxy.
The cost of soliciting proxies will be paid by the Corporation. Brokerage
houses and other custodians, nominees and fiduciaries will be requested to
forward soliciting material to their principals and the Corporation will
reimburse them for the expense of doing so.
<PAGE>
PART 1. ELECTION OF DIRECTORS
The directors of the Corporation are elected annually to serve until the next
Annual Meeting of Stockholders and until their respective successors have been
elected and duly qualified. Directors are elected by a plurality of the votes
cast. It is intended that the shares represented by the enclosed proxy will be
voted for each of the nominees listed herein unless authority to vote for the
election of directors is withheld. In the event that any such nominees
unexpectedly shall be unable to serve as a director, it is intended that the
enclosed proxy will be voted for such person or persons as shall be nominated by
the Board.
The Board Of Directors and Management recommend that the stockholders vote "FOR"
the election of its nominees. This is identified as item 1 on the enclosed
proxy card.
NOMINEES
Following are the nominees, two of whom are current directors of the
Corporation. Information for the last five years concerning each of the
nominees, showing the year first elected as a director, the age, principal
occupation, and principal affiliations, is as follows:
RAQUEL ZEPEDA, President, Treasurer, Chief Executive Officer, and Chairman of
the Board of Directors of the Corporation since its inception on August 6, 1993.
Founder of Colecciones de Raquel as a sole proprietorship in 1987, and creator
of all of the Corporation's trademarks, copyrights, formulas, and original
designs. Designer of the Corporation's new products. Former legal secretary at
the law firm of Rosky, Landau, Sthall & Sheehy from July 1993 to July 1994.
Former legal secretary at the law firm of Turner, Gerstenfeld, Wilk, Tigerman &
Young from July 1992 to July 1993. Former temporary legal secretary at various
Los Angeles area law firms from April 1988 to July 1992. None of the law firms
that employed Ms. Zepeda has any relation to the Corporation. Age 45.
GUSTAVO ZEPEDA, Owner, operator, and founder of "La Dolce Vita", a gourmet
coffee and desert cafe in El Paso, Texas, since 1992. Director of the
Corporation since January 1994. Former sales associate for Jay David, a
clothing designer, from July 1991 to February 1992. Former sales associate for
Alfred Dunhill of London, a clothing designer, from May 1990 to June 1991.
Former director of corporate sales for C.A. Maim & Co., a leather and luggage
retailer, from November 1986 to April 1990. Holds a Bachelor of Business degree
from the University of Texas at El Paso. Brother of Raquel Zepeda. Age 39.
DELIA VASQUEZ, Director of Marketing and Sales, Desoma International, a
cosmetics distributor, since July 1994. Former western regional sales manager
for Parlux Ltd., from January 1992 to June 1994. Former western regional
manager for Benetton Corporation from January 1991 to December 1991. Age 49.
MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES
During the year ended December 31, 1995, the Board of Directors of the
Corporation held five (5) telephonic board meetings. Each incumbent director
attended all meetings of the Board of Directors (held during the period of each
director's service). The Board of Directors has neither standing audit,
nominating, nor compensation committees nor committees performing similar
functions. Directors, both management and non-management, received no fees for
attending each meeting.
COMPENSATION OF OFFICERS AND DIRECTORS
DIRECTORS: Directors receive no compensation for their services as such.
OFFICERS: No executive officer of the Corporation was paid cash or non-cash
compensation in excess of $100,000 during calendar year 1995, 1994, and 1993 and
the Corporation had and has no compensation plans in place, and no officer has
received non-cash compensation other than employee benefits made available to
all employees of the Corporation.
<PAGE>
The following table sets forth all compensation paid to the Corporation's Chief
Executive Officer for services rendered in all capacities to Colecciones de
Raquel, Inc., for the years ended December 31, 1995, 1994, and 1993.
Annual Compensation
---------------------------
Other Annual
Name and Principal Position Year Salary Compensation
- ---------------------------- ---- ------- ------------
Raquel Zepeda 1995 $50,000* --
Chief Executive Officer and 1994 $ 9,000 --
Chief Financial Officer 1993 $ -0- --
*$15,149 of Ms. Zepeda's salary was accrued.
INCENTIVE STOCK OPTION PLAN: The Corporation has adopted an Incentive Stock
Option Plan (the "Plan") to secure and retain key employees. The Plan
authorizes the granting of options to key employees to purchase an aggregate of
500,000 shares of common stock, subject to various forms of reorganizations that
may occur. The Plan is administered by the Corporation's Board of Directors.
No options have been granted under the Plan.
EMPLOYMENT AGREEMENT: Raquel Zepeda previously entered into a five-year
employment agreement with the Corporation which became effective upon the
completion of the Corporation's initial public offering. The employment
agreement provided, among other things, that Ms. Zepeda would devote a minimum
of 20 hours per week to the affairs of the Corporation and would be compensated
at the annual rate of $25,000. Ms. Zepeda was also entitled to annual cash
bonuses equal to 10% of the Corporation's annual net income. The employment
agreement also provided that the total compensation payable to Ms. Zepeda in any
one year would be limited to 25% of the Corporation's audited net income.
Ms. Zepeda has devoted her full time to the business of the Corporation since
August 1994. In January 1996, the Corporation and Ms. Zepeda entered into and
Amendment No. 1 to Employment Agreement which provides for her full-time
employment by the Corporation. The Amendment provides for a base salary
effective January 1, 1995 of $50,000 per annum, increasing to $60,000 per annum
effective January 1, 1996 and thereafter increasing only for cost-of-living
adjustments. The Amendment provides for incentive compensation as determined by
the Board of Directors of the Corporation, considering as a factor in such
compensation the profitability of the Corporation. The limit of 25% of the
Corporation's audited net income on Ms. Zepeda's compensation based on
profitability was eliminated in its entirety. The limit was believed to violate
the California Labor Code in periods where the limit would result in Ms. Zepeda
receiving de minimis compensation.
No compensation plans have been enacted to date. For 1995, Ms. Zepeda, Chief
Executive Officer and Chief Financial Officer, was paid a salary of $50,000;
and for 1994, a salary of $9,000. For 1993, Ms. Zepeda received no ($0)
compensation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information for each person who is known to the
Corporation to be the beneficial owner of more than five percent (5%) of any
class of the Corporation's voting stock as of December 31, 1995:
<TABLE>
<CAPTION>
Amount and Percent
Nature of of All
Name and Address of Beneficial Percent Voting
Title of Class Beneficial Owner Ownership of Class Classes
- -------------- ------------------- ---------- -------- -------
<S> <C> <C> <C> <C>
Preferred Stock Raquel Zepeda 100,000 shares 100% 75%
9873 S. Santa Monica Blvd. owned directly
Beverly Hills CA 90212
</TABLE>
<PAGE>
As of December 31,1995, there were 4,000,000 shares of common stock outstanding,
with each share entitled to one vote, and 100,000 shares of preferred stock
outstanding entitled to a total of 12,000,000 votes. Therefore, the
Corporation has securities outstanding with an aggregate of 16,000,000 votes.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as to each class of equity securities
of the Corporation beneficially owned by all of the Corporation's directors and
nominees, each of the named executive officers and by all of the Corporation's
directors and executive officers as a group:
<TABLE>
<CAPTION>
Amount and
Nature of
Name of Beneficial Percent
Title of Class Beneficial Owner Ownership of Class
- -------------- ------------------- ---------- --------
<S> <C> <C> <C>
Preferred Stock Raquel Zepeda 100,000 shares 100%
owned directly
Preferred Stock All executive officers 100,000 shares 100%
and directors as a
group (3 persons)
</TABLE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES AND EXCHANGE ACT
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Corporation's executive officers, directors, and holders of more than 10% of the
Corporation's common stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission and to furnish
the Corporation with copies of all such forms. Based on a review of the copies
of such forms furnished to the Corporation by its executive officers and
directors, the Corporation believes that in 1995 all Section 16(a) requirements
applicable to its executive officers and directors were met.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Corporation does not have a Compensation Committee of the Board of
Directors. All decisions with respect to compensation of officers are
considered by the Board of Directors as a whole. No interlocking relationships
exist or have existed since the inception of the Corporation on August 6, 1993.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of December 31, 1993, the Corporation issued 20,000,000 shares of common
stock to Raquel Zepeda in exchange for the business of Colecciones de Raquel, a
sole proprietorship ("CDR"). In connection with this transaction, Ms. Zepeda
contributed all amounts advanced by her to CDR during the time that CDR was
being operated by her as a sole proprietorship. Upon completion of the
Corporation's initial public offering, Ms. Zepeda exchanged the 20,000,000
shares of common stock that she owned for 100,000 shares of Series A Preferred
Stock. The Board of Directors believes that the conversion of Ms. Zepeda's
common stock to preferred stock was inequitable, considering that Ms. Zepeda is
the creator of all of the Corporation's trademarks, copyrights, formulas,
original designs, and is the founder of CDR, the predecessor of the Corporation.
Appreciating these facts, and also the extraordinary efforts of Ms. Zepeda in
obtaining for the Corporation the payments for the A and B Warrants, the Board
of Directors believes that a restoration of Ms. Zepeda's equity in the
Corporation is merited. Therefore, pursuant to the right of the Board of
Directors to determine or alter the characteristics of any class of preferred
stock, the Board of Directors has amended the Certificate of Determination of
Rights and Preferences of Series A Preferred Stock to authorize the conversion
of the 100,000 shares of Series A Preferred Stock held by Ms. Zepeda back into
20,000,000 shares of common stock. The Corporation will issue 20,000,000 shares
of common stock to Ms. Zepeda in exchange for the 100,000 shares of Series A
Preferred Stock and retire
<PAGE>
said Series A Preferred Stock. This action is anticipated to have a material
dilutive effect on the holders of the Corporation's common stock. The Board of
Directors believes this will ensure the continued dedication of Ms. Zepeda, the
Chief Executive Officer, to the continued expansion of the Corporation's
business, and provide added incentive to the improvement of the Corporation's
financial performance.
Ms. Zepeda has entered into an employment agreement with the Corporation which
became effective upon the completion of the Corporation's initial public
offering and was thereafter amended.
PART II. RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITOR
The Board of Directors has appointed Saddington-Cacciamatta, certified public
accountants, as the independent auditor for 1996, subject to stockholder
approval.
Ratification of the appointment of Saddington-Cacciamatta as the independent
auditor would require an affirmative vote of the majority of the votes cast by
the holders of voting stock at the Annual Meeting.
It is anticipated that no representatives of Saddington-Cacciamatta will be
present at the Annual Meeting nor will they be given the opportunity to make a
statement, if they so desire, nor will they be able to answer appropriate
questions.
The Board Of Directors and Management recommend that the stockholders ratify the
appointment of Saddington-Cacciamatta as the independent auditor for 1996. This
is identified as item 2 on the enclosed proxy card.
PART III. OTHER MATTERS
Management does not know of any other matters that may be presented. If other
matters should properly come before the Annual Meeting, or adjournments thereof,
it is the intention of the persons named in the enclosed proxy to vote the stock
represented by them in accordance with their best judgment pursuant to the
discretionary authority included in the proxy.
STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
A stockholder proposal must be received by the Corporation by April 30, 1997 to
be eligible for inclusion in the Proxy Statement for the 1997 Annual Meeting of
Stockholders.
By order of the Board of Directors
/s/ Elizabeth A. Camacho
- --------------------------
Elizabeth A. Camacho
Secretary
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<TABLE>
<S><C>
COLECCIONES DE RAQUEL, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 12, 1996
The undersigned, revoking any previous proxies for such stock, hereby appoints RAQUEL ZEPEDA proxy of the undersigned with full
power to vote all shares of common stock of Colecciones de Raquel, Inc., which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of Colecciones de Raquel, Inc., to be held an October 12, 1996, and all postponements and adjournments
thereof, with all the power the undersigned would possess if personally present, with authority to vote (i) as directed by the
undersigned below and (ii) if no direction is indicated, for the ratification of auditors and in the discretion of any proxy upon
such other business as may properly come before the meeting and to cumulate votes.
Vote this proxy as follows:
1. ELECTION OF DIRECTORS (To withhold vote for any individual nominee, line through the nominee's name in the list below)
Raquel Zepeda, Gustavo Zepeda, Delia Vasquez FOR ALL NOMINEES LISTED AT LEFT [ ] WITHHOLD VOTE [ ]
(except as marked to the contrary) (for all nominees)
2. Proposal to ratify the selection of Saddington-Cacciamatta as independent auditors: FOR [ ] AGAINST [ ] ABSTAIN [ ]
(CONTINUED ON REVERSE SIDE)
(CONTINUED FROM OTHER SIDE)
IMPORTANT: Please date this proxy and sign exactly as your name or names appear hereon. If stock is held jointly, each should
sign. Executors, administrators, trustees, guardians and others signing in a representative capacity, please give your full
title(s). If this proxy is submitted by a corporation or partnership, it should be executed in the full corporate or partnership
name by a duly authorized person.
------------------------------------------
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(SIGNATURE OF STOCKHOLDER)
Dated: 1996
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IMPORTANT: PLEASE SIGN PROXY EXACTLY AS
YOUR NAME OR NAMES APPEAR HEREON.
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