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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Proxy Statement Pursuant To Section 14(a)
Of The Securities Exchange Act Of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
Sundog Technologies, Inc.
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(Name of Registrant as Specified in its Charter)
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(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:
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<PAGE>
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held February 9, 2001
Sundog Technologies, Inc.
To the Shareholders of
Sundog Technologies, Inc.:
You are cordially invited to attend the Special Meeting of Shareholders
of Sundog Technologies, Inc. (the "Company"), which will be held on Friday,
February 9, 2001, at 10 a.m., at the principal office of the Company located at
10542 South Jordan Gateway, Suite 200, South Jordan, Utah 84005 (the "Special
Meeting"), for the following purpose, which is more fully described in the Proxy
Statement accompanying this Notice:
(i) To consider and vote upon a proposal to amend the Company's
Certificate of Incorporation in order to change the name of
the Company from "Sundog Technologies, Inc." to "Arkona Inc."
The Board of Directors has fixed the close of business on January 5,
2001 as the record date for the determination of shareholders entitled to
receive notice of and to vote at the Special Meeting and at any adjournment or
postponement thereof.
All shareholders are cordially invited to attend the Special Meeting in
person. However, to ensure your representation at the Special Meeting, you are
urged to vote, sign, date, and return the enclosed Proxy as promptly as possible
in the enclosed postage-prepaid envelope. Shareholders attending the Special
Meeting may vote in person even if they have returned a Proxy.
BY ORDER OF THE BOARD OF DIRECTORS
Alan Rudd, President
Dated: January 5, 2001
IMPORTANT
Whether or not you expect to attend the Special Meeting in person, to
assure that your shares will be represented, please complete, date, sign and
return the enclosed proxy without delay in the enclosed envelope, which requires
no additional postage if mailed in the United States. Your proxy will not be
used if you are present at the Special Meeting and desire to vote your shares
personally.
<PAGE>
Sundog Technologies, Inc.
10542 South Jordan Gateway
Suite 200
South Jordan, Utah 84005
PROXY STATEMENT
For Special Meeting of Shareholders
February 9, 2001
SOLICITATION OF PROXIES
This Proxy Statement is being furnished to the shareholders of Sundog
Technologies, Inc., a Delaware corporation ("Sundog" or the "Company"), in
connection with the solicitation by the Board of Directors of the Company (the
"Board") of proxies from holders of outstanding shares of the Company's common
stock, par value $.001 per share (the "Common Stock"), for use at the Special
Meeting of Shareholders of the Company to be held Friday, February 9, 2001, and
at any adjournment or postponement thereof (the "Special Meeting"). This Proxy
Statement, the Notice of Special Meeting of Shareholders and the accompanying
form of proxy are first being mailed to shareholders of the Company on or about
January [__], 2001.
The Company will bear all costs and expenses relating to the
solicitation of proxies, including the costs of preparing, printing and mailing
to shareholders this Proxy Statement and accompanying materials. In addition to
the solicitation of proxies by mail, the directors, officers and employees of
the Company, without receiving additional compensation therefor, may solicit
proxies personally or by telephone, facsimile transmission, e-mail or web
posting. Arrangements will be made with brokerage firms and other custodians,
nominees and fiduciaries representing beneficial owners of shares of the Common
Stock for the forwarding of solicitation materials to such beneficial owners,
and the Company will reimburse such brokerage firms, custodians, nominees and
fiduciaries for reasonable out-of-pocket expenses incurred by them in doing so.
VOTING
Record Date
The Board of Directors has fixed the close of business on January 5,
2001 as the record date for determination of shareholders entitled to notice of
and to vote at the Special Meeting (the "Record Date"). As of the Record Date,
there were issued and outstanding 12,507,411 shares of Common Stock. The holders
of record of the shares of Common Stock on the Record Date are entitled to cast
one vote per share on each matter submitted to a vote at the Special Meeting.
Accordingly, 12,507,411 votes are entitled to be cast on each matter submitted
to a vote at the Special Meeting.
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<PAGE>
Proxies
Shares of Common Stock which are entitled to be voted at the Special
Meeting and which are represented by properly executed proxies will be voted in
accordance with the instructions indicated on such proxies. If no instructions
are indicated, such shares will be voted (i) FOR the approval of the amendment
to our Certificate of Incorporation effecting the change of the name of the
Company to "Arkona, Inc.", and (ii) in the discretion of the proxy holders as to
any other matters which may properly come before the Special Meeting.
A shareholder who has executed and returned a proxy may revoke it at
any time prior to its exercise at the Special Meeting by executing and returning
a proxy bearing a later date, by filing with the Secretary of the Company, at
the address set forth above, a written notice of revocation bearing a later date
than the proxy being revoked, or by voting the Common Stock covered thereby in
person at the Special Meeting.
Quorum and Required Vote
A majority of the outstanding shares of Common Stock entitled to vote,
represented in person or by properly executed proxy, is required for a quorum at
the Special Meeting. Abstentions and broker non-votes, which are indications by
a broker that it does not have discretionary authority to vote on a particular
matter, will be counted as "represented" for the purpose of determining the
presence or absence of a quorum.
The proposed amendment to the Company's Certificate of Incorporation
changing the name of the Company, will be approved, in accordance with Delaware
law, if a majority of the outstanding shares of Common Stock are cast in favor
of the matter. As a result, abstentions and broker non-votes will be the
equivalent of votes against such proposed amendment.
PROPOSAL NO. 1 - AMENDMENT OF CERTIFICATE OF INCORPORATION IN ORDER TO CHANGE
THE NAME OF THE COMPANY
The Board has proposed to amend the Certificate of Incorporation of the
Company for the purpose of changing the name of the Company from "Sundog
Technologies, Inc." to "Arkona, Inc." A copy of the proposed Certificate of
Amendment of Certificate of Incorporation (the "Amendment") that we intend to
use to effect the name change, if the name change is approved by shareholders,
is attached hereto as Appendix A. If the Amendment is approved at the
Shareholder's meeting, the Company intends to promptly sign the Amendment and
send it to the Delaware Secretary of State for filing. The Amendment will be
effective on February 15, 2001.
Purpose of Proposed Name Change
The primary purpose for changing the name of the Company is to avoid
the anticipated litigation costs associated with defending the Company's right
to use the name "Sundog." The Company has received a letter and supporting
materials from Sun Microsystems, Inc. alleging that the Company's use of the
name and mark "Sundog" infringes on Sun Microsystems' mark "Sun" and threatening
to take further legal action if the Company did not take steps to discontinue
its use of the name "Sun." Although the Company does not believe that the name
"Sundog" infringes on any of Sun Microsystems' marks, the Board believes that
the trademark or other value associated with the name "Sundog" does not justify
the expected costs associated with litigation and the risk that such litigation
would not be unsuccessful. Accordingly, in order to avoid such litigation, the
Board decided to propose a new name for the Company.
In selecting a new name, management and the Board considered several
options but determined to recommend the name "Arkona, Inc." to shareholders of
the Company. The Company was organized in 1992 under the name "The Thorsden
Group, Ltd." for the purpose of seeking and acquiring business opportunities. In
October 1997, the Company acquired Arkona, Inc., a Utah corporation, which was
developing the Company's Universal Update(TM) product. The name "Arkona" has
been associated with the Company and one of the Company's flagship products,
Universal Update(TM), for several years. Because of this historical association
of the name Arkona with the Company, management and the Board believe that
"Arkona, Inc" is an appropriate new name for the Company.
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Exchange of Share Certificates
Validly issued certificates representing shares of Common Stock in the
form approved by the Company when the Company's name was the "The Thorsden
Group, Ltd." or "Sundog Technologies, Inc." shall, after February 15, 2001, for
all purposes be recognized as validly issued certificates of "Arkona, Inc." and
shall represent one share of Common Stock for each share of Common Stock
represented by such certificate prior to February 15, 2001. Each holder of
record of a certificate for one or more shares of Common Stock as of February
15, 2001, shall be entitled to receive, as soon as practicable, and upon
surrender of each certificate to the officer or agent having charge of the stock
transfer books of the Company, a certificate or certificates with the name
"Arkona, Inc." for each share of Common Stock represented by the certificate of
such holder immediately prior to the effective time. Any legends set forth on
any existing certificate will also be set forth on the corresponding replacement
certificate.
The Board of Directors recommends a vote FOR the amendment to the
Certificate of Incorporation to effect a change of the name of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Holders
The following table sets forth information as of December 31, 2000 with
respect to the beneficial ownership of shares of the Common Stock by each person
known by the Company to be the beneficial owner of more than 5% of the Common
Stock, by each director, by each person who served as the Chief Executive
Officer of the Company during the fiscal year ended March 31, 2000 and by all
directors and officers as a group. Unless otherwise noted, each person named has
sole voting and investment power with respect to the shares indicated.
<TABLE>
<CAPTION>
Beneficial Ownership as of
December 31, 2000(1)
Name and Address of Beneficial Owner Number of Shares Percentage of Class(2)
--------------------------------------------------------- ---------------- ----------------------
Directors and Named Executive Officers
<S> <C> <C>
Alan Rudd (CEO, President, Director)
6769 Walker Mill Dr.
Salt Lake City, UT 84124 1,000,000(3) 8%
John Zollinger (CTO, V.P. of Engineer, Director)
11008 Shelwood Circle
South Jordan, UT 84095 378,500 3%
Bryan Allen (Director)
2172 East Kensington Avenue
Salt Lake City, UT 84093 -0- *
Richard Holland (Director and Executive Vice President)
3257 Shelby Court
Salt Lake City, Utah 84121 731,000 6%
Carl Steffens (Interim CEO Aug. - Nov. 1999)
1530 Tiptoe Lane
Los Altos, CA 94024 125,000(4) 1%
Stephen Russell (CEO Apr. - Aug. 1999)
134 Montelena Court
Mountain View, CA 94040 250,000 2%
Principal Holders of Common Stock
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
Caldera Holdings LLC
36 South State St.
Suite 2000
Salt Lake City, UT 84111 1,550,000(5) 12%
John Blumenthal
4432 Emigration Canyon
Salt Lake City, UT 84108 828,000 6%
All officers and directors as a group (8 persons) 2,234,501(6) 17%
</TABLE>
* Less than one percent
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(1) Beneficial ownership as a percentage of the class for each person holding
options, warrants or other rights exercisable within 60 days of December 31,
2000 has been calculated as though shares of Common Stock subject to such
options were outstanding, but such shares have not been deemed outstanding for
the purpose of calculating the percentage of the class owned by any other
person.
(2) The percentage indicated represents the number of shares of Common Stock,
warrants and options exercisable within 60 days of December 31, 2000 held by the
indicated shareholder divided by the sum of (a) the number of shares subject to
options exercisable by such shareholder within 60 days and (b) 12,507,411, which
is the number of shares of Common Stock issued and outstanding as of December
31, 2000.
(3) Includes 1,000,000 options to purchase Common Stock exercisable within 60
days of December 31, 2000 granted to Mr. Rudd by Caldera Holding Company, L.C.
covering shares owned by certain founding shareholders of the Company. See
Footnote (5). Such 1,000,000 shares are also included in the shares beneficially
owned by Caldera because, until the option is exercised or Caldera's agreement
with the founding shareholders expires, Caldera retains dispositive power and
voting power with respect to such shares.
(4) Includes 125,000 options to purchase Common Stock exercisable within 60
days of December 31, 2000.
(5) Caldera became beneficial owner of such shares pursuant to an agreement
with certain founding founding shareholders wherein Caldera was given the right
to grant derivative options to third parties with respect to 3,761,5000 of such
shares in order to encourage the development and increased productivity of
Sundog. Although Caldera does not have the right to receive any dividends or
financial benefits associated with such shares, Caldera is considered the
beneficial owner of the shares subject to its agreement with the founding
shareholders because it has dispositive power and voting power with respect
thereto.
(6) Includes 1,131,000 options to purchase Common Stock exercisable within
60 days of December 31, 2000.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of
no other matters to be presented for action at the Special Meeting. However, if
any further business should properly come before the Special Meeting, the
persons named as proxies in the accompanying form will vote on such business in
accordance with their best judgment.
ADDITIONAL INFORMATION
The Company will provide without charge to any person from whom a proxy
is solicited by the Board of Directors, upon the written request of such person,
a copy of the Company's S Report on Form 10-KSB/A for the fiscal year ended
March 31, 2001, including the financial statements and schedules thereto (as
well as exhibits thereto, if specifically requested and payment is made for
actual reproduction costs of such exhibits), required to be filed with the
Securities and Exchange Commission. Written requests for such information should
be directed to Stephen Russo at 10542 South Jordan Gateway, Suite 200, South
Jordan, Utah, 84005, phone number: 801.501.7100, facsimile number: 801.501.0701.
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<PAGE>
Appendix A
Proposed Certificate of Amendment
of
Certificate of Incorporation
[see attached]
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<PAGE>
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
SunDog Technologies, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors, resolutions were
duly adopted setting forth a proposed amendment of the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable and
directing that said amendment be considered at the next special meeting of
shareholders. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by deleting the Article thereof numbered "First" in its
entirety and replacing it with the following.
FIRST: The name of the Company is Arkona, Inc.
SECOND: That thereafter, the Special meeting of the Company was duly
called and held upon on February 9, 2001 at 10:00 a.m. (the "Special Meeting"),
at which Special Meeting the necessary number of shares as required by statute
were voted in favor of the amendment.
THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation shall not be reduced under
or by reason of the amendment.
FIFTH: That the amendment set forth in this Certificate of Amendment
shall be effective as of February 15, 2000.
IN WITNESS WHEREOF, Sundog Technologies, Inc. has caused this
certificate to be signed by Alan Rudd, an Authorized Officer, this
_____________________ day of __________________, 2001.
BY: /s/ Alan Rudd, President
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Alan Rudd, President
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<PAGE>
PROXY
SUNDOG TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Alan Rudd and Steve Russo, 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 Sundog
Technologies, Inc., a Delaware corporation (the "Company"), held of record by
the undersigned on January 5, 2001 at the Special Meeting of Shareholders (the
"Annual Meeting") to be held at the principal office of the Company located at
10542 South Jordan Gateway, Suite 2000, South Jordan, Utah 84005 on Friday,
February 9, 2001, at 10:00 a.m. MST, or at any adjournment or postponement
thereof, upon the matters set forth below, all in accordance with and as more
fully described in the accompanying Notice of Special Meeting and Proxy
Statement, receipt of which is hereby acknowledged.
1. PROPOSAL TO APPROVE an amendment to the Company's Articles of Incorporation
to effect a change of the name of the Company from "Sundog Technologies,
Inc." to "Arkona, Inc."
FOR AGAINST ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special 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 THE PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO
CHANGE THE NAME OF THE COMPANY.
Please complete, sign and date this proxy where indicated and return it
promptly in the accompanying prepaid envelope.
DATED: _________________________________, 2000
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Signature
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Signature if held jointly
(Please sign above exactly as the shares are issued. When shares are held
by joint tenants, both should sign. When signing as attorney, 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.)
