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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
RESTAURANT TEAMS INTERNATIONAL, INC.
(Name of Registrant As Specified in 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)(4) 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:
[ ] 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 Statement No.:
.......................................................................
3) Filing Party:
.......................................................................
4) Date Filed:
.......................................................................
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RESTAURANT TEAMS INTERNATIONAL, INC.
1705 East Whaley
Longview, Texas 75601
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held December 16, 1998
Dear Shareholders of Restaurant Teams International, Inc.
You are cordially invited to attend the special meeting of
shareholders of Restaurant Teams International, Inc. to be held at 10:00 a.m.,
local time on December 16, 1998, at the company's office at 1705 East Whaley,
Longview, Texas 75601, to consider and vote upon the following matters:
1. To approve an amendment to the company's Articles of Incorporation
to authorize a class ofpreferred stock (the "Proposal"); and
2. The transaction of such other business that may properly come before
the meeting or any adjournment or postponement thereof.
Only shareholders who own common stock of record at the close of business
on November 23, 1998 will be entitled to notice of and to vote at the special
meeting or any adjournments thereof.
All shareholders are cordially invited and urged to attend the special
meeting. Because an amendment to the company's Articles of Incorporation
requires an affirmative vote of two-thirds of all shares outstanding; it is very
important that you vote. A failure to vote or an abstention will have the same
effect as a vote against the Proposal. Even if you plan to attend the meeting,
you are still requested to sign, date and return the accompanying proxy in the
enclosed addressed envelope. If you attend, you may vote in person if you wish,
even though you have sent your proxy.
By Order of the Board of Directors
Carole Swanson, Secretary
November 25, 1998
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RESTAURANT TEAMS INTERNATIONAL, INC.
1705 East Whaley
Longview, Texas 75601
PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
To Be Held December 16, 1998
This proxy statement and the accompanying proxy card are being
furnished to the holders of common stock of Restaurant Teams International, Inc.
in connection with a solicitation of proxies by the board of directors of the
company from the shareholders for use at a special meeting of shareholders of
the company to be held on December 16, 1998. Proxies will be voted at the
special meeting for the purposes set forth in the accompanying Notice. This
proxy statement and the enclosed form of proxy is being mailed on or about
November 25, 1998.
The expense of this solicitation, including the reasonable costs
incurred by custodians, nominees, fiduciaries and other agents in forwarding the
proxy material to their principals, will be borne by the company. The company
will also reimburse brokerage firms and other custodians and nominees for their
expenses in distributing proxy material to beneficial owners of the company's
common stock in accordance with Securities and Exchange Commission requirements.
In addition to the solicitation through this proxy statement, the directors,
officers and employees of the company may solicit proxies by telephone and
personal contact.
The company's principal executive office is located at 1705 East
Whaley, Longview, Texas 75601, and its telephone number is (903) 758-2811.
VOTING AND PROXY INFORMATION
The board of directors of the company has fixed the close of business
on November 23, 1998, as the record date for determining the shareholders
entitled to receive notice and vote at the special meeting. At the close of
business on the record date, there were approximately 400 shareholders owning
6,515,144 shares of common stock, the only outstanding securities of the company
entitled to vote at the special meeting.
A shareholder is entitled to one vote per share on all matters to be
considered at the special meeting. Votes may be cast in person or by proxy.
Abstentions may also be specified as to the approval of the Proposal to be
considered at the meeting. Under the rules of the stock exchanges of which
brokers are members, such brokers holding shares for customers have authority to
vote on certain matters when they have not received instructions from the
beneficial owners, and do not have such authority as to certain other matters
(so-called "broker non-votes"). Under these rules, member firms may be
prohibited from voting on the Proposal without specific instructions from
beneficial owners. The affirmative vote, either in person or by proxy, of the
holders of more than two-thirds of all outstanding shares of common stock is
necessary to approve the Proposal. Accordingly, if you abstain from voting
certain shares on the approval of the Proposal, or a beneficial owner fails to
deliver written instructions to his nominee holder of shares so that the nominee
is not able to vote such shares on the Proposal, or a broker indicates that it
does not have authority to vote certain shares regarding the Proposal, or a
shareholder fails to vote at all, any of these events will have the effect of a
negative vote. Therefore, your vote is very important.
All shares of common stock that are represented at the special meeting
by properly executed proxies received prior to the special meeting and not
revoked will be voted in accordance with the instructions indicated in the
proxies. Unless instructions to the contrary are specified in the proxy, each
such proxy will be voted FOR the Proposal.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by
filing with the Secretary of the company, before the vote is taken at the
special meeting, a written notice of revocation bearing a date later than the
date of the proxy, duly executing and delivering a subsequent proxy relating to
the same shares, or attending the special meeting and voting in person (although
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attendance at the special meeting will not in and of itself constitute a
revocation of a proxy). Any written notice of revocation should be sent to:
Corporate Secretary, Restaurant Teams International, Inc., 1705 East Whaley,
Longview, Texas 75601.
PROPOSAL
AMENDMENT TO ARTICLES OF INCORPORATION
TO AUTHORIZE PREFERRED STOCK
Introduction
The board of directors of the company has adopted a resolution
approving, and recommends to the shareholders that they approve an amendment to
the company's Articles of Incorporation to authorize a class of 10,000,000
shares of preferred stock, par value $0.01 per share, to be an authorized class
of capital stock in addition to the company's currently authorized class of
50,000,000 shares of common stock. The company currently has no authorized
shares of preferred stock.
Upon approval of the Proposal at the special meeting, the company will
execute and file with the State of Texas the Articles of Amendment in the form
attached hereto as Attachment A.
The enclosed form of proxy provides a means for holders of common stock
to vote for or against the Proposal, or to abstain from voting on the Proposal.
Each properly executed Proxy received in time for the meeting will be voted as
specified thereon. If a holder of common stock does not specify otherwise, the
shares represented by such shareholder's proxy will be voted for the Proposal.
The affirmative vote, either in person or by proxy, of the holders of more than
two-thirds of all shares of common stock outstanding as of the record date is
necessary to approve the Proposal. Accordingly, if you abstain from voting
certain shares on the approval of the Proposal, or fail to deliver written
instructions to your nominee holder of shares so that the nominee holder is not
able to vote such shares, or a broker indicates that it does not have authority
to vote certain shares, or fail to vote, any such event will have the effect of
a negative vote.
The voting rights and other rights attributable to common stock will
not be altered by the Proposal, and the company's consolidated financial
statements will also not be affected by the authorization.
Description of Preferred Stock
If the Proposal is authorized, the company will create an authorized
class of capital stock called preferred stock. As permitted by Texas law, the
class will not initially have defined terms and provisions, and the board of
directors of the company will have the authority to divide the authorized
preferred stock into series, with the shares of each series to have such
relative rights and preferences as are fixed and determined by the Board of
Directors. The provisions of a particular series of authorized preferred stock
designated by the board of directors may include restrictions on the payment of
dividends on common stock. Such provisions may also include restrictions on the
ability of the company to purchase shares of common stock or to purchase or
redeem shares of a particular series of authorized preferred stock. Depending
upon the voting rights granted to any series of authorized preferred stock, its
issuance could result in a reduction in the voting power of the holders of
common stock. In the event of any dissolution, liquidation or winding up of the
company the holders of each series of preferred stock may be entitled to receive
a liquidation preference established by the board of directors, together with
all accumulated and unpaid dividends, prior to the distribution of any asset or
funds to the holders of common stock. Depending upon the consideration paid for
preferred stock, the liquidation preference of preferred stock and other
matters, the issuance of preferred stock could result in a reduction in the
assets available for distribution to the holders of common stock in the event of
the liquidation of the company.
When creating a series of preferred stock, the board of directors will
adopt a resolution containing all of the rights and preference of the series of
preferred stock. Such rights and preferences may include the following: (a) the
number of shares to constitute such series and the distinctive designation
thereof; (b) the dividend or manner for determining the dividend payable with
respect to the shares of such series and the date or dates from which dividends
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shall accrue, whether such dividends shall be cumulative, and, if cumulative,
the date or dates from which dividends shall accumulate and whether the shares
in such series shall be entitled to preference or priority over any other series
of stock of the company with respect to payment of dividends; (c) the terms and
conditions, including price or a manner for determining the price, of
redemption, if any, of the shares of such series; (d) the terms and conditions
of a retirement or sinking fund, if any, for the purchase or redemption of the
shares of such series; (e) the amount which the shares of such series shall be
entitled to receive, if any, in the event of any liquidation, dissolution or
winding up of the company and whether such shares shall be entitled to a
preference or priority over shares of another class or series with respect to
amounts received in connection with any liquidation, dissolution or winding up
of the company; (f) whether the shares of such series shall be convertible into,
or exchangeable for, shares of stock of any other class or classes, or any other
series of the same or any other class or classes of stock, of the company and
the terms and conditions of any such conversion or exchange; (g) the voting
rights, if any, of shares of stock of such series in addition to those granted
herein; (h) the status as to reissuance or sale of shares of such series
redeemed, purchased or otherwise reacquired, or surrendered to the company upon
conversion; (i) the conditions and restrictions, if any, on the payment of
dividends or on the making of other distributions on, or the purchase,
redemption or other acquisition by the company or any subsidiary, of any other
series of stock of the company ranking junior to such shares as to dividends or
upon liquidation; (j) the conditions, if any, on the creation of indebtedness of
the company, or any subsidiary; and (k) such other preferences, rights,
restrictions and qualifications as the board of directors may determine.
Relationship to Common Stock
Except as otherwise provided in any resolution or resolutions adopted
by the board of directors providing for the issuance of a series of preferred
stock, the common stock (a) has the exclusive voting power of the corporation;
(b) entitles the holders thereof to the voting right described herein at all
meetings of the stockholders of the company; (c) entitles the holders to share
ratably, without preference over any other shares of the company in all assets
of the company in the event of any dissolution, liquidation or winding up of the
company; and (d) entitles the record holders thereof to receive such dividends
that are declared by the board of directors.
Reasons for Proposed Authorization of Preferred Stock
The company is a small, growing, publicly held company seeking to
expand its restaurant businesses through internal expansion and acquisition. As
a publicly traded company, the common stock and securities such as the preferred
stock that is made convertible into common stock provides a form of security
that can be used as consideration to finance the company's growth. Investors in
the company's securities in these kinds of transactions do not generally want to
hold common stock initially, but are rather interested in a security that
provides a preference over the common stock, a cash return on the investment,
and ultimately the possibility of receiving a repayment of its investment with
an above average return to the investor. Such returns can be magnified if the
investment security is convertible into common stock, because it will be
converted only if there has been or is likely to be significant growth in the
value of the common stock.
In general a convertible security can be structured either as a
convertible debenture, which is a debt security, or convertible preferred stock,
which is equity. Many investors prefer to acquire an equity interest in the form
of preferred stock, and, to date, the company has been unable to issue such an
instrument.
Issuance of Preferred Stock
There are no pending or proposed transactions in which the Company will
issue any shares of preferred stock.
The board of directors recommends a vote FOR approval and adoption of
the Proposal described above.
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OTHER MATTERS
The board of directors does not intend to bring any other matters
before the special meeting and has not been informed that any other matters are
to be presented to the special meeting by others. In the event that other
matters properly come before the special meeting or any adjournments thereof, it
is intended that the persons named in the accompanying proxy and acting
thereunder will vote in accordance with their best judgment.
By Order of the Board of Directors
Carole Swanson, Secretary
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ATTACHMENT A
ARTICLES OF AMENDMENT
OF
RESTAURANT TEAMS INTERNATIONAL, INC.
Pursuant to the provisions of Article 4.04A of the Texas Business
Corporation Act (the "Act"), the undersigned Corporation duly adopts the
following Articles of Amendment to its Articles of Incorporation:
Article One
The name of the Corporation is Restaurant Teams International, Inc.
Article Two
The following amendment to the Articles of Incorporation was adopted by
the shareholders of the Corporation on December 16, 1998:
The Amendment amends and restates Article Four of the current Articles
of Incorporation, and the full text as amended is as follows:
"The aggregate number of shares which the corporation shall
have authority to issue is fifty million (50,000,000) shares of Common
Stock, par value ($0.01) per share, and twenty-five million
(25,000,000) shares of Preferred Stock of the par value of one cent
($0.01) each. A description of the different classes of stock of the
Corporation and a statement of the designations and the powers,
preferences and rights, and the qualifications, limitations or
restrictions thereof, in respect of each class of such stock are as
follows:
The Preferred Stock may be issued from time to time in one or
more series. The terms of a series, including all rights and
preferences, shall be as specified in the resolution or resolutions
adopted by the Board of Directors designating such series, which
resolution or resolutions the Board of Directors is hereby expressly
authorized to adopt. Such resolution or resolutions with respect to a
series shall specify all or such of the rights or preferences of such
series as the Board of Directors shall determine, including the
following, if applicable: (a) the number of shares to constitute such
series and the distinctive designation thereof; (b) the dividend or
manner for determining the dividend payable with respect to the shares
of such series and the date or dates from which dividends shall accrue,
whether such dividends shall be cumulative, and, if cumulative, the
date or dates from which dividends shall accumulate and whether the
shares in such series shall be entitled to preference or priority over
any other series of stock of the Corporation with respect to payment of
dividends; (c) the terms and conditions, including price or a manner
for determining the price, of redemption, if any, of the shares of such
series; (d) the terms and conditions of a retirement or sinking fund,
if any, for the purchase or redemption of the shares of such series;
(e) the amount which the shares of such series shall be entitled to
receive, if any, in the event of any liquidation, dissolution or
winding up of the Corporation and whether such shares shall be entitled
to a preference or priority over shares of another class or series with
respect to amounts received in connection with any liquidation,
dissolution or winding up of the Corporation; (f) whether the shares of
such series shall be convertible into, or exchangeable for, shares of
stock of any other class or classes, or any other series of the same or
any other class or classes of stock, of the Corporation and the terms
and conditions of any such conversion or exchange; (g) the voting
rights, if any, of shares of stock of such series in addition to those
granted herein; (h) the status as to reissuance or sale of shares of
such series redeemed, purchased or otherwise reacquired, or surrendered
to the Corporation
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upon conversion; (i) the conditions and restrictions, if any, on the
payment of dividends or on the making of other distributions on, or
the purchase, redemption or other acquisition by the Corporation or
any subsidiary, of any other series of stock of the Corporation
ranking junior to such shares as to dividends or upon liquidation; (j)
the conditions, if any, on the creation of indebtedness of the
Corporation, or any subsidiary; and (k) such other preferences,
rights, restrictions and qualifications as the Board of Directors may
determine.
Except as otherwise provided in any resolution or resolutions
adopted by the Board of Directors providing for the issuance of a
series of Preferred Stock, the Common Stock shall (a) have the
exclusive voting power of the corporation; (b) entitle the holders
thereof to the voting right described herein at all meetings of the
stockholders of the Corporation; (c) entitle the holders to share
ratably, without preference over any other shares of the Corporation in
all assets of the Corporation in the event of any dissolution,
liquidation or winding up of the Corporation; and (d) entitle the
record holders thereof on such record dates as are determined, from
time to time, by the Board of Directors to receive such dividends, if
any, if, as and when declared by the Board of Directors."
Article Three
The number of shares of the Corporation outstanding at the time of such
adoption entitled to vote thereon was 6,515,144.
Article Four
The holders of ___________ shares outstanding and entitled to vote on
said amendment have approved a resolution adopting said amendment at a special
meeting of shareholders held on _____________, 1998.
EXECUTED as of the day and year first above written.
Restaurant Teams International, Inc.
By:_______________________________________
Henry Leonard, President
By:_______________________________________
Carole Swanson, Secretary
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Common Stock Proxy
Restaurant Teams International, Inc.
This Common Stock Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby (1) acknowledges receipt of the Notice of
Special Meeting of Shareholders of Restaurant Teams International, Inc. to be
held at the company's office at 1705 East Whaley, Longview, Texas 75601, on
December 16, 1998, beginning at 10:00 a.m., local time, and the Proxy Statement
in connection therewith and (2) appoints Stanley L. Swanson and Henry Leonard,
and each of them, the undersigned's proxies with full power of substitution for
and in the name, place and stead of the undersigned, to vote upon and act with
respect to all of the shares of common stock of the company standing in the name
of the undersigned, or with respect to which the undersigned is entitled to vote
and act, at the meeting and at any adjournment thereof.
The undersigned directs that the undersigned's proxy be voted as
follows:
<TABLE>
<S> <C> <C> <C> <C>
1. APPROVAL OF [ ] FOR Approval of Proposal [ ] AGAINST Approval of Proposal [ ] ABSTAIN
PROPOSAL described below described below from voting
</TABLE>
The Proposal is to amend the company's Articles of Incorporation to
authorize the issuance of preferred stock.
2. IN THE DISCRETION OF THE PROXIES, ON ANY OTHER MATTER WHICH MAY
PROPERLY COME BEFORE THE MEETING.
This proxy will be voted as specified above. If no specification is
made, this proxy will be voted for the Proposal in item 1.
The undersigned hereby revokes any proxy heretofore given to vote or
act with respect to the common stock of the company and hereby ratifies and
confirms all that the proxies, their substitutes, or any of them may lawfully do
by virtue hereof.
If more than one of the proxies named shall be present in person or by
substitute at the meeting or at any adjournment thereof, the majority of the
proxies so present and voting, either in person or by substitute, shall exercise
all of the powers hereby given.
Please date, sign and mail this proxy in the enclosed envelope.
Date __________________ ____, 1998
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Signature of Shareholder
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Signature of Shareholder
Please date this proxy and sign your name exactly as it
appears hereon. Where there is more than one owner, each
should sign. When signing as an attorney, administrator,
executor, guardian or trustee, please add your title as
such. If executed by a corporation, the proxy should be
signed by a duly authorized officer.
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