SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 14f
NOTICE OF ARRANGEMENT REGARDING ELECTION OF DIRECTORS
WITHOUT A MEETING
Pursuant to Section 14(f) of the Securities Exchange Act of 1934
Date of Designation: 10 days after the date of filing of this
Notice and transmittal thereof to the Registrant's shareholders.
Commission File number: 001-14873
ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Colorado 841251078
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State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
10200 W. 44th Avenue, Suite 400, Wheat Ridge, CO 80033
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(Address of principal Executive Offices Zip Code)
Registrant's telephone number, including area code: (303) 422-8127
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Shares Outstanding
As of October 3, 2000, there were 19,737,432 voting shares of the Registrant's
common stock outstanding, its only class of voting securities, each share
entitling the holder thereof to one vote.
Security Ownership of Certain Beneficial Owners and Management
As of October 3, 2000, the following persons were known by the Registrant to own
or control beneficially more than five percent of its outstanding common stock,
its only class of voting stock. The table below also sets forth the total number
of shares of the Registrant's outstanding voting stock owned by its officers and
directors and by persons designated to become directors:
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Name and Address of Number of
Beneficial Owner Shares Owned
Beneficially Percent
and of Record of Class
Comercis, Inc. 17,862,376 90.5%
Chris Meaux (1) 17,862,376 90.5%
Robert W. Gallagher (1) 17,862,376 90.5%
Kenneth F. Reimer (1) 17,862,376 90.5%
August J. Rantz, III (1) 17,862,376 90.5%
Randall P. Stern (1) 17,862,376 90.5%
Julius Meaux (1) 17,862,376 90.5%
Robert Bintliff (1) 17,862,376 90.5%
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* After completion of Rocky Mountain Financial Enterprises, Inc. share
purchase described herein below).
(1) Through his ownership and management position at Comercis,
Inc.
Changes in Control of Registrant
On October 3, 2000, Comercis, Inc. purchased control of Registrant
through the subscription for 17,862,376 shares of common stock which constitutes
90.5% of the total outstanding common stock by payment of $200,000 in cash and
issuance of notes payable to creditors.
On October 4, 2000, the company entered into an agreement
with Comercis, Inc. to merge Comercis, Inc. into Rocky Mountain
Financial Enterprises, Inc. on a one for one share basis.
DIRECTORS AND EXECUTIVE OFFICERS
The current Directors and Executive officers of Registrant are:
Gregory Boyd Director
Donald Shenkeir Director
Chris Meaux Director President
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Legal Proceedings
No current director or future director, officer, or affiliate of the
Registrant, five percent holder of any class of voting securities of the
Registrant, nor any associate of the above, is a party adverse to the Registrant
or has a material interest adverse to the Registrant.
Management
Identification of Directors to be appointed without shareholder meeting
After the filing of this Form and Notice to shareholders the present
Directors of the Company, Gregory Boyd and Donald Shenkeir, will resign,
effective ten days after mailing of this Notice to Shareholders.
The persons who will be directors of the Registrant, effective ten days
from mailing of this notice, and their ages, are as follows:
Name Age
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Robert W. Gallagher 36
Kenneth F. Reimer 60
August J. Rantz, 50
Randall P. Stern 47
The following persons have been appointed as officers of the Company:
Chris Meaux, President and CEO
Robert Bintliff, CFO and Treasurer
Robert W. Gallagher, Executive Vice President and Secretary
Julius Meaux, Vice President
Business Experience
The following is a brief account of the business experience during at
least the past five years of the persons designated to be new directors and
officers of the Registrant, indicating the principal occupation and employment
during that period by each, and the name and principal business of the
organizations by which they were employed.
Chris Meaux, age 32, is Chairman of the Board, President and Chief
Executive Officer of Comercis. Mr Meaux co-founded Comecis and has served as its
Chairman and Chief Executive Officer since October 1998. He brings to the
Corporation more than 14 years of high-technology industry experience with
specific focus on developing new market segments such as Internet commerce. From
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1995 to 1998, Mr. Meaux was Director of e-commerce at Network Associates, Inc.
where he successfully developed and executed Network Associates, Inc.'s Internet
commerce model. Before that, he was Director of European Distribution and Retail
Sales (he grew the business from 400K to $100 million) for Network Associates.
Prior to NAI, Mr. Meaux was Regional Manager for OCLI, a computer accessories
manufacturer, and Regional manager for Hyundai Electronics America.
Robert Bintliff, CPA, age 46, is Chief Financial Officer of Comercis, Inc.
Mr. Bintliff joined Comercis as CFO in October 1999. Previously, mr. Bintilff
was President and CEO of Jim Bridges Acquisition Co., a sporting goods
distributor. Previously, Mr. Bintliff was an audit partner with Coopers and
Lybrand LLP in its Fort Worth office. He also has held various management
positions with a predecessor of Bank of America and holds a B.B.A. in Accounting
from Texas Christian University.
Dr. Robert W. Gallagher, age 36, co-founded Comercis and is Executive Vice
President for and a member of the board of directors. Dr. Gallagher was a
successful orthodontist in the Dallas-Fort Worth area. In January 1997, Dr.
Gallagher co- founded Orthosolutions, Inc., an orthodontics software company,
and served as its Vice President until March of 1998. Dr. Gallagher attended the
University of Texas at Arlington as a mechanical engineering major. He then
attended Dental School at the University of Texas at San Antonio where he
received his D.D.S. and Baylor Collect of Dentistry in Dallas where he received
his M.S. in Orthodontics.
Julius Meaux, age 52, is Vice President and General Manager of Comercis
Netcities, a position he has held since April 1999. F rom April 1997 to April
1999, Mr. Meaux was Director of Advertising Sales for Gordon Publications, and
independent directory publisher in North Texas. From December 1992 to March
1998, he was Sales Manager for Emerald Coast Broadcasting, a subsidiary of
Heritage Media. From August 1982 to June 1998, Mr. Meaux was President and CEO
of American Bank, a $65 million bank, and from July 1979 to August 1982, he was
Executive Vice President of First National Bank, a $120 million bank in
Louisiana.
Kenneth F. Reimer, age 60, is currently Chairman for two entrepreneurial
start-up ventures. He also provides strategic direction, finance, and
policy/governance advisory services to CEOs and/or Boards of Directors and
Entrepreneurs, Mr. Reimer served as President and CEO of Furrs/Bishops, Inc.
($220 Mil) and Tony Roma Corp., which he led from insolvency and $35 Mil sales
to $265 Mil sales and substantial profitability. He was E.V.P. and Chief
Operating Officer of Lehndorff Group ($1.3 Bil Assets) and of Reserve Life
Insurance Company ($210 Mil). He served as
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E.V.P. and Chief Financial Officer of Austin Industries (growth from $125 Mil to
$430 Mil) and H.S. Miller Companies. Mr. Reimer has a B.S. in
Commerce-Accounting from St. Edward's University (valedictorian, magna cum
laude), MBA - Finance from Texas Tech University and Ph.D. - Management from
Johnson & Wales University, Providence, RI.
August J. Rantz, III, age 50, has served as a Director of Comercis since
February 1999. Mr. Rantz founded Quality Medical Management and serves as the
Chief Executive Officer. Mr. Rantz was Chief Executive Officer of Phoenix
Medical Management, Inc., a medical management services organization. From 1991
to 1993, Mr. Rantz was with the Pain Medicine Group, and in 1988, Mr. Rantz was
Director of Anesthesia for Gary Hall Eye Surgery Institute.
Randall P. Stern, age 47, has been a Managing Director in the corporate
Finance Department of Burnham Securities, Inc., a New York based investment
banking firm, since 1995. Mr. Stern has been involved in a number of early stage
and venture capital raising efforts as well as advisory assignments,
particularly in the healthcare and information technology industries. Mr. Stern
has also served as Executive Chairman of the Board of Dental Partners, Inc., a
dental practice management company with annualized patient revenues of $30
million. Prior to Burnham, Mr. Stern was President of Boone Capital Corp. and
headed up acquisition and investment groups for four leveraged acquisitions.
From 1980 to 1988, Mr. Stern was a senior manager with DnC America Banking
Corporation, responsible for U.S. Loan activities. Mr. Stern received his B.A.
from Middlebury College (1975) and his M.B.A. from New York University (1978).
No appointee for a director position has been subject of any civil
regulatory proceeding or any criminal proceeding.
Transactions with Management and Others
There were no transactions or series of transactions during the
Registrant's last fiscal year or the current fiscal year, or any currently
proposed transactions or series of transactions of the remainder of the fiscal
year, in which the amount involved exceeds $60,000 and in which to the knowledge
of the Registrant, any director, executive officer, nominee, future director,
five percent shareholder, or any member of the immediate family of the foregoing
persons, have or will have a direct or indirect material interest except as set
forth below. In addition, none of the foregoing persons have been indebted to
the Registrant during such periods in an amount exceeding $60,000.
Comercis, Inc., of which the proposed Directors and the
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newly appointed officers are members of management and controlling shareholders,
subscribed for and purchased 17,862,376 shares of the Company on October 3,
2000.
Committees of the Board of Directors
The Registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing similar
functions, nor does it propose to have the same following the appointment of the
new directors.
Meetings of the Board of Directors
There were irregular meetings of the Registrant's Board of Directors
during the current fiscal year, or during the past fiscal year, as necessary for
the reorganization and restructuring to facilitate an acquisition.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
During the Registrant's past fiscal year, and the current fiscal year,
no executive officer of the Registrant received cash compensation other than
reimbursement for expenses incurred on behalf of the Registrant, no compensation
was paid pursuant to a plan, no other type of compensation was paid, no director
received compensation, and no termination of employment and change of control
arrangements were implemented other than those set forth herein.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Notice to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: October 4, 2000 ROCKY MOUNTAIN FINANCIAL
ENTERPRISES, INC.
by:/s/ Chris Meaux
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President
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