SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
Proxy Statement Pursuant To Section 14(a)
Of The Securities Exchange Act Of 1934
|X| Filed by the Registrant
|_| Filed by a Party other than the Registrant
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))Proxy Statement
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
THE THORSDEN GROUP, LTD.
----------------------------------------------------------------------
(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)(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 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction: 5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
THE THORSDEN GROUP, LTD.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 28, 1998
To the Shareholders:
Notice is hereby given that the Annual Meeting of the Shareholders of The
Thorsden Group, Ltd. (the "Company") will be held at The Cliff Lodge, Level 4,
Snowbird, UT 84092 on Wednesday, October 28, 1998, at 10:00 a.m., Mountain Time,
for the purposes discussed in the following pages and which are made part of
this Notice:
1. To elect six directors to serve for one year each, until the next
Annual Meeting of shareholders and until his or her successor is
elected and shall qualify;
2. To approve the Board of Directors' selection of Mantyla & McReynolds,
as the Company's independent public accountants; and
3. To consider and act upon any other matters that properly may come
before the meeting or any adjournment thereof.
The Company's Board of Directors has fixed the close of business on
September 15, 1998, as the record date for the determination of shareholders
having the right to receive notice of, and to vote at, the Annual Meeting of
Shareholders and any adjournment thereof. A list of such shareholders will be
available for examination by a shareholder for any purpose germane to the
meeting during ordinary business hours at the offices of the Company at 4505
Wasatch Blvd., Salt Lake City, Utah, during the ten days prior to the meeting.
You are requested to date, sign and return the enclosed proxy, which is
solicited by the Board of Directors of the Company and will be voted as
indicated in the accompanying proxy statement and proxy. Your vote is important.
Please sign and date the enclosed Proxy and return it promptly in the enclosed
return envelope whether or not you expect to attend the meeting. The giving of
your proxy as requested hereby will not affect your right to vote in person
should you decide to attend the Annual Meeting. The return envelope requires no
postage if mailed in the United States. If mailed elsewhere, appropriate postage
must be affixed. Your proxy is revocable at any time before the meeting.
By Order of the Board of Directors,
\s\John Blumenthal, Chairman
Salt Lake City, Utah
September 18, 1998
<PAGE>
THE THORSDEN GROUP, LTD.
4505 Wasatch Blvd., Suite 340
Salt Lake City, Utah 84120-6336
(801) 954-7100
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited by the Board of Directors of The Thorsden Group,
Ltd. ("Thorsden" or the "Company") for use in voting at the Annual Meeting of
Shareholders to be held at The Cliff Lodge, Level 4, Snowbird, Utah 84092 on
Wednesday, October 28, 1998, at 10:00 a.m., Mountain Time, and at any
postponement or adjournment thereof, for the purposes set forth in the attached
notice. When proxies are properly dated, executed and returned, the shares they
represent will be voted at the Annual Meeting in accordance with the
instructions of the shareholder completing the proxy. If no specific
instructions are given, the shares will be voted FOR (i) the election of the
nominees for directors set forth herein, and (ii) ratification of the selection
of Mantyla & McReynolds as the independent auditors of the Company. A
shareholder giving a proxy has the power to revoke it at any time prior to its
exercise by voting in person at the Annual Meeting, by giving written notice to
the Company's Secretary prior to the Annual Meeting or by giving a later dated
proxy.
The presence at the meeting, in person or by proxy, of shareholders holding in
the aggregate a majority of the outstanding shares of the Company's common stock
entitled to vote shall constitute a quorum for the transaction of business. The
Company does not have cumulative voting for directors; a plurality of the votes
properly cast for the election of directors by the shareholders attending the
meeting, in person or by proxy, will elect directors to office. A majority of
votes properly cast upon any question presented for consideration and
shareholder action at the meeting, other than the election of directors, shall
decide the question. Abstentions and broker non-votes will be counted for
purposes of establishing a quorum, but will not count as votes cast for the
election of directors or any other questions and accordingly will have no
effect. Votes cast by shareholders who attend and vote in person or by proxy at
the Annual Meeting will be counted by inspectors to be appointed by the Company.
The close of business on September 15, 1998 has been fixed as the record date
for determining the shareholders entitled to notice of, and to vote at, the
Annual Meeting. Each share shall be entitled to one vote on all matters. As of
the record date there were 20,207,625 shares of the Company's common stock
outstanding and entitled to vote. For a description of the principal
shareholders of the Company, see "Voting Securities and Principal Holders
Thereof" below.
This Proxy Statement and the enclosed Proxy are being furnished to shareholders
on or about September 18, 1998.
2
<PAGE>
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Company's Bylaws provide that the number of Directors shall be determined
from time to time by the shareholders or the Board of Directors, but that there
shall be no less than three. Presently the Company's Board of Directors consists
of six members, all of whom are nominees for reelection at the Annual Meeting.
Each director elected at the Annual Meeting will hold office until a successor
is elected and qualified, or until the Director resigns, is removed or becomes
disqualified. Unless marked otherwise, proxies received will be voted FOR the
election of each of the nominees named below. If any such person is unable or
unwilling to serve as a Director at the date of the Annual Meeting or any
postponement or adjournment thereof, the proxies may be voted for a substitute
nominee designated by the proxy holders or by the present Board of Directors to
fill such vacancy, or for the balance of those nominees named without nomination
of a substitute, or the size of the Board may be reduced accordingly. The Board
of Directors has no reason to believe that any of the nominees for Director will
be unwilling or unable to serve if elected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE DIRECTOR
Directors and Executive Officers
The nominees for director to be voted upon at the Annual Meeting are John
Blumenthal, Stephen Russell, Tim Kapp, John Zollinger, Jerral Pulley and Joseph
Ward. Biographical and other relevant information about each nominee is included
below.
John Blumenthal, 37, President and director of the Company. Mr.
Blumenthal has worked in the information technology industry for more than 12
years. Much of his career has been spent in the financial industry in New York
City, where he worked as a software engineer for Deutsche Bank AG. In 1992, Mr.
Blumenthal relocated to Salt Lake City, Utah, where he continued in a software
and systems engineering capacity for RasterOps and on storage and security
consulting projects for a large telecommunications company and a major microchip
manufacturer in the western US. His activity in this field attracted the
attention of Veritas Software, which employed him in 1994 to lead the technical
and partner development of that company's Far East, Japan and South American
operations. In these projects, Mr. Blumenthal was instrumental in architecting
and implementing security and storage technology for global 500 companies. His
clients included some of the world's largest telecommunications, manufacturing
and financial corporations. In 1997, Veritas selected Mr. Blumenthal as the
engineer of the year for all international operations. Prior to founding Arkona,
Inc., Mr. Blumenthal contributed to the product conception and strategic
positioning of the Veritas product line in the Internet marketplace. He also
acted in an advisory role to the US House of Representatives Subcommittee on
Technology concerning US encryption export law hearings held in 1997. While Mr.
Blumenthal's focus has been on comprehensive security and storage solutions, all
of his work has been consistently conditioned by the economics of managing
technology and people. At the Company, Mr. Blumenthal brings these experiences
to the relationships of a growing customer base, negotiates contracts,
contributes to engineering efforts and develops and manages the Company's
strategic direction. He has a BA from Columbia University in New York.
Stephen Russell, 46, Vice President Finance, Chief Financial Officer
and director of the Company. Mr. Russell has a BS in Physics and Mathematics
from the University of Glasgow in Scotland. He is a Chartered Accountant and a
graduate of the International Advanced Management Program from the International
Institute for Management Development in Lausanne, Switzerland. Mr. Russell has
over 20 years experience as a general manager and CEO, CFO and management
consultant. Specializing in business and financial strategies to maximize
profitability, the management of change, people and communications, Mr.
Russell's varied assignments have taken him into a wide number of industries
including computer software, sales and service, construction, manufacturing,
engineering and electronics. Mr. Russell's expertise includes multi-country
3
<PAGE>
operations, owner-managed businesses, start-ups, acquisitions and turnarounds.
Mr. Russell has demonstrated the ability to establish business goals and to meet
them within given constraints, provide leadership to ensure successful
achievement of individual and team goals, and deal effectively in a
multi-cultural business and social environment. While based in Switzerland and
England, Mr. Russell provided financial leadership to a $2 billion pan-European
high tech business ensuring successful turnaround of the business. As CEO of a
$100 million sales and service high tech company, Mr. Russell led a team that
doubled revenues in one year while meeting profitability targets.
John Zollinger, 30, Vice President Engineering, Chief Technical Officer
and Director. Mr. Zollinger has been involved in nearly all aspects of software
engineering during the past 11 years. He formed and managed a successful
software engineering consulting company, which completed contracts for Fortune
1000 companies across the United States. He is an expert on the management,
analysis, design and implementation of cutting edge object-oriented software
systems. Mr. Zollinger has been able to pass on his expertise through the
training and mentoring of other engineers, particularly in the area of
developing systems for a variety of industries and technologies. Mr. Zollinger's
past experience includes data warehousing/processing, telecommunications,
banking, oil and gas, insurance and trading systems. Mr. Zollinger's experience
in the software engineering process includes expertise in project management,
concept development, business analysis, design, implementation, quality
assurance and deployment. Prior to founding Arkona, Inc., Mr. Zollinger assisted
EOTT Energy Partners in establishing standard practices for object-oriented
analysis, design, and implementation to develop strategies useful in that
companies software engineering business. In the development of the calling card
fulfillment system for AT&T and an insurance claim handling system for Filoli
Information Systems, Mr. Zollinger developed valuable strategies for legacy data
migration and insuring extensibility of products and components into new lines
of business.
Tim Kapp, 29, Vice President Marketing and Director. Mr. Kapp holds a
BA in Economics and Econometric Modeling and an MBA from Brigham Young
University. He began his career as a financial analyst and his technical talent
and analytical ability led him to high-technology marketing. His career has
focused almost exclusively on the software industry and Internet technology
providers since 1992. As Senior Market Research Analyst for Folio, a division of
Open Market, and as a Product Marketing Manager, he provided analysis of
technology trends, product forecasts, competitive strategies and customer
requirements. In addition to these roles, he has served as a member of the
Internet Engineering Task Force (IETF), the SGML Open Consortium, and as a
representative to the World Wide Web Consortium (W3C) Internet standards body.
He brings to the Company experience in market analysis, product positioning,
pricing, and software marketing strategies.
Jerral Pulley, 64, is a CEO/senior executive with top caliber
experience at companies such as Proctor & Gamble, PepsiCo, and Squibb, brings
his expertise in strategy and marketing to the Thorsden management team. Pulley
spent 10 years with a division of Squibb Corporation where he grew sales from
$75 million to $400 million with a six-fold increase in pre-tax profits. He also
drove significant growth as a senior executive at Ryder Systems, Binney & Smith,
and Borden, Inc. Pulley has spent the last 10 years managing in an executive
capacity with a variety of companies seeking to grow sales and improve overall
strategic business plans. Currently, Pulley is a partner in the consulting firm
Client Synergy Group in Bountiful, Utah serving client strategic planning,
product development, and marketing needs.
Joseph Ward, 51, recently left a board position at Cadmus
Communications Corporation (NASDAQ NMS: CDMS) to join the Cadmus executive team
as executive vice president of the Professional Communications sector and group
president of Cadmus Journal Services (CJS). Ward has marked several achievements
during his career, including the launch of new media ventures, the development
of value-added publishing products, and the successful implementation of direct
marketing campaigns. Prior to joining Cadmus, Ward was president of direct
response for the book group of Bertlesmann AG, president and CEO of J. Ward
Consulting, and president of the Meredith Book Group of Meredith Corp. He
4
<PAGE>
published various book programs for Better Homes & Gardens, Ladies Home Journal
and other Meredith magazines, and founded Meredith Corp.'s new media division.
In addition, he was publisher and senior vice president of Time-Life, Inc.,
where he handled all book operations and launched the company into the CD-ROM
and CD new media business.
Board of Directors Meetings, Committees and Compensation
All directors hold office until the next annual meeting of the
stockholders of the Company and until their successors have been elected and
qualified. The officers of the Company are elected annually and serve at the
pleasure of the Board of Directors. No executive officer or director of the
Company has a family relationship with any other executive officer or director
of the Company.
The Company's Board of Directors took action at five duly noticed
meetings during the fiscal year ended March 31, 1998 and acted on other
occasions by unanimous written consent. Each director attended at least 75% of
the meetings of the Board of Directors.
Directors were not compensated for their services as directors during
the year ended March 31, 1998, although the Company's policy is to reimburse
Directors for their out-of-pocket expenses incurred in connection with their
services as Directors.
Executive Compensation
During the fiscal year ended March 31, 1998, the total compensation
paid to the Company's Chief Executive Officer, John Blumenthal, was $50,000. No
compensation was paid to the former Chief Executive Officer of the Company, Jehu
Hand, during the fiscal year ended March 31, 1998. No options or warrants or
similar rights to acquire securities of the Company were granted to executive
officers or directors of the Company during the year and no options, warrants or
similar rights to acquire securities of the Company were held by such persons at
the March 31, 1998. No executive officer of the Company received annual
compensation of $100,000 or more during the fiscal year ended March 31, 1998.
Stock Option Grants in Fiscal 1997
The Company did not grant any stock options or stock appreciation
rights ("SAR's") to any of the Named Executive Officers and no options or
similar rights to acquire securities of the Company were exercised during or
outstanding at the end of the year ended March 31, 1998.
PROPOSAL 2 - APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Mantyla &
McReynolds, as the independent public accountant to audit the financial
statements of the Company and its subsidiaries for the fiscal year ending March
31, 1999.
At the Annual Meeting, shareholders will be asked to ratify the
selection by the Board of Directors of Mantyla & McReynolds as the Company's
independent accountant.
THE BOARD RECOMMENDS SHAREHOLDER APPROVAL OF THE SELECTION OF AUDITORS
Representatives of Mantyla & McReynolds are expected to attend the 1998
Annual Meeting and will have an opportunity to make a statement if they desire
to do so, and they will be available to answer appropriate questions from
shareholders.
5
<PAGE>
Voting Securities and Principal Holders Thereof
To the Company's knowledge, the following table sets forth information
regarding ownership of the Company's outstanding Common Stock on September 15,
1998 by (i) beneficial owners of more than 5% of the outstanding shares of
Common Stock; (ii) each director and each executive officer; and (iii) all
directors and executive officers as a group. Except as otherwise indicated below
and subject to applicable community property laws, each owner has sole voting
and sole investment powers with respect to the stock listed. The address of each
person identified below is the Company's principal office. There are no options
or warrants or similar rights to acquire shares of the Company's Common Stock
issued or outstanding. As of September 15, 1998, there were 20,207,625 shares of
Common Stock issued and outstanding.
Name and Address Shares of Common Stock Percentage of
of Beneficial Owners Beneficially Owned Class
- -------------------- ------------------ ----------------
Martin J. Alfred, 5% Holder 1,120,000 5.5%
Jeffrey Barlow, 5% Holder 1,540,000 7.6%
John Blumenthal, Director 2,940,000 14.5%
Timothy Kapp, Director 980,000 4.8%
Stephen Russell, Director 1,540,000 7.6%
David Valenti, 5% Beneficial Owner 1,540,000 7.6%
John Zollinger, Director 2,940,000 14.5%
All executive officers and
directors as a group (4 persons) 8,400,000 41.2%
There are no arrangements known to the Company, the operation of which may, at a
subsequent date, result in a change of ownership or control of the Company.
----------------------
Compliance with Section 16(A) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who beneficially own more than ten
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. Officers, directors and greater than ten-percent shareholders are
required by regulation of the Securities and Exchange Commission to furnish the
Company with copies of all Section 16(a) forms which they file.
Based solely upon a review of the forms and amendments thereto
furnished to the Company under Rule 16a-3(e) during the fiscal year ended March
31, 1998, and with respect to such year, as well as certain representations of
the officers and directors specified by such rule, the Company believes that all
reports required to be filed pursuant to Section 16(a) were filed.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not intend to present and has not been informed that any other
person intends to present a matter for action at the 1998 Annual Meeting other
than as set forth herein and in the Notice of Annual Meeting. If any other
matter properly comes before the meeting, it is intended that the holders of
proxies will act in accordance with their best judgment.
6
<PAGE>
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. In addition to the solicitation of proxies by mail,
certain of the officers and employees of the Company, without extra
compensation, may solicit proxies personally or by telephone, and, if deemed
necessary, third party solicitation agents may be engaged by the Company to
solicit proxies by means of telephone, facsimile or telegram, although no such
third party has been engaged by the Company as of the date hereof. The Company
will also request brokerage houses, nominees, custodians and fiduciaries to
forward soliciting materials to the beneficial owners of Common Stock held of
record and will reimburse such persons for forwarding such material. The cost of
this solicitation of proxies will be borne by the Company.
ANNUAL REPORT
Copies of the Company's Annual Report on Form 10-KSB (including
financial statements and financial statements schedules) filed with the
Securities and Exchange Commission may be obtained without charge by writing to
the Company - Attention: Investor Relations, 4505 Wasatch Blvd., Salt Lake City,
Utah 84120-6336.
SHAREHOLDER PROPOSALS
The Company must receive any shareholder proposal intended to be
considered for inclusion in the proxy statement for presentation in connection
with the 1999 Annual Meeting of Shareholders by August 31, 1999. The proposal
must be in accordance with the provisions of Rule 14a-8 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Company suggests that any such request be
submitted by certified mail - return receipt requested. The Board of Directors
will review any proposal received by December 31, 1998, and determine whether it
is a proper proposal to present to the 1999 Annual Meeting.
In addition, in accordance with recent amendments to Rule 14a-4,
14a-5 and 14a-8 under the Exchange Act, written notice of stockholder proposals
outside the procedures of Rule 14a-8 for consideration at the 1999 annual
meeting of stockholders must be received by the Company on or before June 30,
1999 in order to be considered timely for purposes of Rule 14a-4. The persons
designated in the Company's proxy statement and management proxy card will be
granted discretionary authority with respect to any stockholder proposal with
respect to which the Company does not receive timely notice.
The enclosed Proxy is furnished for you to specify your choices with
respect to the matters referred to in the accompanying notice and described in
this Proxy Statement. If you wish to vote in accordance with the Board's
recommendations, merely sign, date and return the Proxy in the enclosed envelope
which requires no postage if mailed in the United States. A prompt return of
your Proxy will be appreciated.
By Order of the Board of Directors,
\s\ John Blumenthal
John Blumenthal, Chairman
7
<PAGE>
PROXY
THE THORSDEN GROUP, LTD.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John Blumenthal and Stephen Russell and each of
them as Proxies, with full power of substitution, and hereby authorizes them to
represent and vote, as designated below, all shares of Common Stock of the
Company held of record by the undersigned as of September 15, 1998, at the
Annual Meeting of Shareholders to be held at the Corporate Headquarters, The
Cliff Lodge, Level 4, Snowbird, Utah 84092 on Wednesday, October 28, 1998, at
10:00 a.m., Mountain Time or at any adjournment thereof.
1. Election of Directors.
FOR WITHHOLD AS TO ALL FOR ALL EXCEPT
/ / / / / /
(INSTRUCTIONS: IF YOU MARK THE "FOR ALL EXCEPT" CATEGORY ABOVE, INDICATE
THE NOMINEE(S) AS TO WHICH YOU DESIRE TO WITHHOLD AUTHORITY BY STRIKING A
LINE THROUGH SUCH NOMINEE(S) NAME IN THE LIST BELOW:)
John Blumenthal Stephen Russell Tim Kapp
John Zollinger Jerral Pulley Joseph Ward
2. To approve and ratify the selection of Mantyla & McReynolds as the
Company's independent accountants.
FOR AGAINST ABSTAIN
/ / / / / /
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
DATE: ____________ _____________________________________________
Signature
---------------------------------------------
Signature of co-tenant holder, if any
PLEASE SIGN EXACTLY AS THE SHARES ARE ISSUED. WHEN CO-TENANTS HOLD SHARES, BOTH
SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. PLEASE DATE, SIGN AND
RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
