SCHEDULE 14A INFORMATION
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:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(3)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
LONE WOLF ENERGY, 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:
_____________________________________________________________________
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>
LONE WOLF ENERGY, INC.
5400 N.W. Grand, Suite 510
Oklahoma City, Oklahoma 73112
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of Stockholders of Lone Wolf
Energy, Inc., will be held at Gaillardia Golf and Country Club, 5300 Gaillardia
Boulevard, Oklahoma City, Oklahoma, at 10:00 a.m., Oklahoma City time, on
Thursday, June 15, 2000, for the following purposes:
1. To elect three Directors for the ensuing year.
2. To ratify the selection of Henderson, Sutton & Company, P.C., as
independent public accountants for the Company for its fiscal year
2000.
3. To consider and transact any other business which properly may come
before the meeting or any adjournment or adjournments thereof.
In accordance with the By-Laws, the close of business on May 22, 2000, has
been fixed as the record date for the determination of the Stockholders entitled
to notice of, and to vote at, the meeting. The stock transfer books will not
close.
The Company's Proxy Statement and Annual Report on Form 10-KSB, as amended,
for the year ended December 31, 1999 is delivered herewith.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND IN PERSON, BUT WISH THEIR STOCK TO
BE VOTED ON MATTERS TO BE TRANSACTED, ARE URGED TO SIGN, DATE, AND MAIL THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE, TO WHICH NO POSTAGE NEED BE AFFIXED
IF MAILED IN THE UNITED STATES. THE PROMPT RETURN OF YOUR SIGNED PROXY,
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, WILL AID THE COMPANY IN REDUCING
THE EXPENSE OF ADDITIONAL PROXY SOLICITATION. THE GIVING OF SUCH PROXY DOES NOT
AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE MEETING.
By Order of the Board of Directors
/s/ Douglas A. Newman
--------------------------------
Douglas A. Newman
Secretary
Tulsa, Oklahoma
May 26, 2000
<PAGE>
Lone Wolf Energy, Inc.
5400 N.W. Grand, Suite 510
Oklahoma City, OK 73112
May 26, 2000
Dear Shareholder:
RE: Invitation to Shareholders' Meeting
As you are undoubtedly aware, Lone Wolf Energy, Inc. has undergone
significant change as well as significant growth within the past year, and we
have solid plans for additional growth in the future.
For that reason, I would like to invite you to our shareholders' meeting
where you can meet personally with the people who are driving the Company.
The meeting is scheduled for June 15, 2000 at 10:00 AM at the Gaillardia
Country Club in Oklahoma City, Oklahoma.
I look forward to meeting you and I earnestly hope that you will be able to
attend. Whether or not you are able to attend, please review the enclosed Proxy
Statement and sign, mark, and return the enclosed Proxy.
Sincerely,
/s/ Marc W. Newman
- -------------------------
Marc W. Newman
President and CEO
Lone Wolf Energy, Inc.
Enclosures
<PAGE>
LONE WOLF ENERGY, INC.
5400 N.W. Grand, Suite 510
Oklahoma City, Oklahoma 73112
PROXY STATEMENT
GENERAL INFORMATION
The enclosed Proxy is solicited by the Board of Directors of Lone Wolf
Energy, Inc. (the "Company"), and will be voted at the Annual Meeting of
Stockholders on June 15, 2000. This Proxy Statement and the accompanying Proxy
are first being sent or given to Stockholders on or about May 26, 2000.
Any Stockholder giving a Proxy may revoke it at any time before it is voted
by voting in person at the Annual Meeting or by delivery of a later-dated Proxy.
This solicitation is made on behalf of the Board of Directors. The cost of
this solicitation will be paid by the Company. In addition to solicitation by
mail, arrangements may be made with brokerage houses and other custodians,
nominees, and fiduciaries to send proxies and proxy material to their
principals. The Company does not intend to cause a solicitation to be made by
specifically engaged employees or other paid solicitors.
At the close of business on May 22, 2000, there were 16,770,000 issued and
outstanding shares of the Common Stock of the Company, the holders of which are
entitled to one vote per share on all matters. There is no other class of
securities of the Company entitled to vote at the meeting. Only Stockholders of
record at the close of business on May 22, 2000 will be entitled to vote at the
Annual Meeting.
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock entitled to vote at the Annual Meeting shall constitute a
quorum for the transaction of business. A quorum being present, all proposals to
be voted on at the Annual Meeting will be decided by a majority vote of the
shares present, in person or by proxy, certified to by inspectors of election,
unless the proposal relates to matters on which more than a majority vote is
required under the Company's Certificate of Incorporation or the Colorado
Business Corporation Act.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the name and address of each Stockholder of
the Company who is an officer, a director, or, to the knowledge of the Company,
beneficially owns more than 5% of the Company's Common Stock. The table also
sets forth the number of shares
<PAGE>
beneficially owned by each and the percentage of outstanding Common Stock so
owned, as of May 22, 2000.
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent of
Title of of of Beneficial Ownership
Class Beneficial Owner Title Owner Class
<S> <C> <C> <C> <C>
Common Timothy P. Apgood Director 1,000,000 6.0%
598 Villager Ln.
Midvale, UT 84047
Common Marc W. Newman President, 5,256,498(1) 31.3%
5400 NW Grand, #510 CEO, Director
Oklahoma City, OK 73112
Common Douglas A. Newman Vice President, 1,610,000 9.6%
5400 NW Grand, #510 Secretary,
Oklahoma City, OK 73112 Director
Common Joyce Boyer -- 1,092,000(2) 6.3%
8310 E. 107th Place
Tulsa, OK 74133
Common All Officers and Directors 7,866,498 46.9%
as a group (3 persons)
</TABLE>
(1) Includes 551,064 shares held indirectly through Mr. Newman's spouse and
205,434 shares held indirectly through Newboy, Inc., a corporation
controlled by Mr. Newman.
(2) Includes 66,300 shares held indirectly through Ms. Boyer's spouse. Includes
600,000 shares which Ms. Boyer had a right to have issued to her as of
April 5, 2000, pursuant to rights granted to her in connection with her
guarantee of a loan to the Company by a lending institution.
On May 5, 2000, the Company entered into an agreement to acquire Zenex
Communications, Inc. conditioned upon regulatory approval. The Company will
issue 15,550,000 shares of its Common Stock as the purchase price for this
acquisition. When the acquisition is completed, Zenex will be operated as a
subsidiary of the Company.
ELECTION OF DIRECTORS
General
By resolution of the Board of Directors, the Board of Directors consists of
three Directors. The Proxies intend to vote for the election of the three
nominees listed below unless otherwise instructed by the Stockholders on the
Proxy. The Board of Directors has selected these nominees. Your Directors
recommend that Stockholders vote FOR each of these nominees.
With regard to the election of the Directors, Stockholders may vote in
favor of all nominees, withhold their votes as to all nominees, or withhold
their votes as to specific
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<PAGE>
nominees. Unless otherwise specified, the proxies on the enclosed form which are
executed and returned will be voted for the nominees listed below. If you do not
wish your shares to be voted for particular nominees, please identify the
exceptions in the designated space provided on the Proxy. Directors will be
elected by a plurality of the votes cast. Any shares not voted (by withholding
authority, broker non-vote, or otherwise) have no impact on the vote.
If at the time of the meeting one or more of the nominees have become
unavailable to serve, shares represented by proxies will be voted for the
remaining nominees and for any substitute nominee or nominees designated by the
Board of Directors or, if none, the size of the Board will be reduced. The Board
of Directors knows of no reason why any of the nominees will be unavailable or
unable to serve.
Directors elected at the meeting will hold office until the next annual
meeting or until their successors have been elected and qualified.
Nominees
For each nominee there follows a brief listing of principal occupation for
at least the past five years, other major affiliations, and age as of May 26,
2000.
Marc W. Newman, age 30, has been President and a Director of the Company
since November 1998. From July 1998 to November 1998 Mr. Newman was a private
investment consultant. From 1992 to July 1998 Mr. Newman was a registered
investment broker. Prior to that time Mr. Newman was a full time student.
Douglas A. Newman, age 52, has been Vice President, Secretary and a
Director of the Company since November 1998. From 1991 to 1998 Mr. Newman was
Chairman, Vice President and Secretary of Hospital Rehabilitation Services, Inc.
a privately held company he co-founded, which provided contract Physical Therapy
services to hospitals in Tennessee, Alabama, Illinois and North Carolina. From
1985 to 1990, Mr. Newman was Chairman, CFO, Secretary and a Director of Wedding
Information Network, Inc., a NASDAQ listed company, a franchisor and operator of
"The Wedding Pages," a publication for bridal planning and direct marketing to
brides to be. Prior to his employment with Wedding Information Network, Inc.,
Mr. Newman was a partner in the CPA firm of Newman and Nanfito in Omaha,
Nebraska.
Timothy P. Apgood, age 50, has been a Director of the Company since
February 2000. Mr. Apgood also serves the Company as manager of the Company's EP
Distributing division, a division engaged in selling and brokering sales of
nutritional products and medical supplies. From 1994 to March 2000 Mr. Apgood
developed EP Distributing Company, a company engaged in selling nutritional
products. In March 2000, the Company acquired the assets of EP Distributing
Company.
Relationships
Douglas Newman is the father of Marc Newman, President of the Company.
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<PAGE>
Attendance
There were twelve meetings of the Board of Directors during 1999. Marc W.
Newman and Douglas A. Newman, the Company's only Directors during 1999, attended
all of the meetings.
Committees of the Board
The Company does not have standing audit, nominating, or compensation
committees of the Board of Directors.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The information contained in the following Summary Compensation Table for
fiscal years 1999, 1998, and 1997 is furnished with respect to the named
executive officers. Other than the persons named in the Table, the Company had
no executive officers during or at the end of fiscal year 2000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-term Compensation
--------------------------------
Annual Compensation Awards Payouts
------------------------------------------- ---------------------- -------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Principal Compensation Awards Options Payouts Compensation
Position Year Salary($) Bonus($) ($) ($) (#) ($) ($)
------------------ ---- --------- -------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Marc W. Newman 1999 -- -- -- -- -- -- --
President and 1998 -- -- $1,000(1) -- -- -- --
CEO 1997 -- -- -- -- -- -- --
Douglas A.Newman 1999 -- -- $20,300(2) -- -- -- --
Vice-President, 1998 -- -- $1,000(1) -- -- -- --
Secretary 1997 -- -- -- -- -- -- --
</TABLE>
(1) Reflects the issuance of one million shares of Common Stock as payment for
consulting services of the price of $.001 per share.
(2) Consulting fees.
Stock Options
The Company has not granted or issued any options or stock appreciation
rights (SARS) to Directors or officers and has no stock option or similar plan.
Long-term Incentive Plans
The Company has not awarded any long-term incentive awards to Directors or
officers and has no long-term incentive plan (LTIP).
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<PAGE>
Director Compensation
No Director receives compensation from the Company for serving on the Board
of Directors.
Employment Contracts
As of January 1, 2000, the Company entered into separate Employment
Agreements with Marc W. Newman, President and Chief Executive Officer, and
Douglas A. Newman, Vice President and Chief Financial Officer. Each agreement is
for an initial term of three years, subject to automatic renewal for successive
one-year terms unless either party provides notice to the other at least 90 days
prior to the end of either the initial three-year term or any successive
one-year term that the agreement will not be renewed.
The annual salaries for Marc W. Newman and Douglas A. Newman are not less
than $120,000 and not less than $84,000, respectively, subject to annual review.
In addition to salaries, each executive is entitled to receive such other
bonuses, either in cash, in Company stock or in kind, in such amounts and at
such time or times as the Company, in its sole discretion, shall deem
appropriate. Additionally, each executive is entitled to receive four weeks paid
vacation per year and to participate in any medical or other benefit plans
generally available to employees of the Company.
The employment of each executive may be terminated prior to the end of the
term of his agreement for "cause," which is defined as any felony conviction of
the executive for criminal conduct adversely affecting the operations of the
Company, as determined in good faith by a written resolution duly adopted by the
affirmative vote of not less than the unanimous consent of the Board (excluding
for this purpose the executive if the executive is then serving on the Board of
Directors), at a meeting duly called and held for that purpose after reasonable
notice to the executive and an opportunity for the executive and his counsel to
be heard.
If the Company elects not to extend the term of the agreement beyond the
expiration date, or if prior to the expiration date the Company terminates the
agreement without cause, or if the executive terminates the agreement on account
of a breach by the Company and the failure of the Company to cure such breach
after 10 days written notice, the Company shall be obligated to pay Marc W.
Newman $2,000,000 and Douglas A. Newman $1,000,000, as the case may be, in cash,
on the expiration date, or on the effective date of such termination, whichever
is earlier, and the executive's base salary, bonuses earned but unpaid, and
other benefits through the expiration date.
Section 16(a) Beneficial Ownership Reporting Compliance
The following are the persons known to the Company who failed to file on a
timely basis reports required by Section 16(a) of the Exchange Act:
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<PAGE>
Marc W. Newman failed to file (1) a Form 3 in December 1998, to report his
status as a director, officer and a 10% stockholder as of November 4, 1998, and
his beneficial ownership of an aggregate of 1,605,434 shares of common stock,
(2) a Form 4 in June 1999, to report the disposition by gift of 400,000 shares
of common stock on May 11, 1999, (3) a Form 4 in August 1999 to report the
acquisition of 551,064 shares of common stock as a result of his marriage on
July 5, 1999, and (4) a Form 4 by April 10, 2000 to report the acquisition of
3,500,000 shares of common stock on March 23, 2000.
Douglas A. Newman failed to file (1) a Form 3 in December 1998, to report
his status as a director and officer as of November 4, 1998, and his beneficial
ownership of an aggregate of 1,110,000 shares of common stock, and (2) a Form 4
by April 10, 2000 to report the acquisition of 500,000 shares of common stock on
March 23, 2000.
Timothy P. Apgood failed to file a Form 3 in March 2000, to report his
status as a director as of February 29, 2000, and his beneficial ownership of an
aggregate of 1,000,000 shares of common stock.
All of the above forms have been filed.
In making these disclosures, the Company has relied solely upon the written
representations of its Directors and executive officers, and copies of the
reports they have filed with the Securities and Exchange Commission.
INDEPENDENT ACCOUNTANTS
Subject to Stockholder ratification, the Board of Directors has reappointed
the firm of Henderson, Sutton & Company, P.C. as the independent auditors to
examine the Company's financial statements for the year 2000. Henderson, Sutton
& Company, P.C. audited the Company's books for the years 1999 and 1998. Your
Directors recommend that Stockholders vote FOR such ratification. Ratification
of the appointment of auditors requires a majority of the votes cast. Any shares
not voted (by abstention, broker non-vote, or otherwise) have no impact on the
vote. If the Stockholders do not ratify this appointment, other independent
auditors will be considered by the Board of Directors.
Representatives of Henderson, Sutton & Company, P.C. are expected to be
present at the Stockholders' meeting with the opportunity to make a statement if
they so desire and to respond to appropriate questions.
STOCKHOLDER PROPOSALS
The Company's annual meeting for 2001 is currently scheduled for May 15,
2001. Any Stockholder wishing to submit a proposal to the vote of the
Stockholders at such 2001 annual meeting must submit such proposal or proposals
in writing to the Company at its executive office in Oklahoma City, Oklahoma,
Attention: Corporate Secretary, on or before January 15, 2001.
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<PAGE>
OTHER MATTERS
As of this date, management knows of no business which will come before the
meeting other than that set forth in the notice of said meeting. If any other
matter properly comes before the meeting, the persons named as proxies will vote
on it in accordance with their best judgment.
/s/ Marc W. Newman
--------------------------
Dated: May 26, 2000 Marc W. Newman
President
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<PAGE>
LONE WOLF ENERGY, INC.
5400 N.W. Grand, Suite 510
Oklahoma City, Oklahoma 73112
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING ON JUNE 15, 2000
The undersigned hereby appoints Marc W. Newman and Douglas A. Newman, and each
of them, proxies, with the powers the undersigned would possess if personally
present and with full power of substitution, to vote all shares of Common Stock
of the undersigned in Lone Wolf Energy, Inc. at the annual meeting of
Stockholders to be held at the Gaillardia Golf and Country Club, 5300 Gaillardia
Boulevard, Oklahoma City, Oklahoma, at 10:00 a.m. on June 15, 2000, and at any
adjournment or adjournments thereof, upon all subjects that may properly come
before the meeting, including the matters described in the proxy statement
furnished with this Proxy, subject to any directions indicated below. IF NO
DIRECTIONS ARE GIVEN, THE PROXIES WILL VOTE FOR THE ELECTION OF ALL LISTED
NOMINEES AND FOR RATIFICATION OF THE AUDITORS. IN THE EVENT THAT ANY OTHER
MATTER MAY PROPERLY COME BEFORE THE MEETING, OR ANY ADJOURNMENT THEREOF, THE
PROXIES ARE AUTHORIZED, AT THEIR DISCRETION, TO VOTE THE MATTER.
ELECTION OF DIRECTORS For Against Withhold
Marc W. Newman _______ _______ _______
Douglas A. Newman _______ _______ _______
Timothy P. Apgood _______ _______ _______
RATIFICATION OF AUDITORS For Against Abstain
For ratification of Henderson, Sutton
& Company P.C. as independent
auditors for fiscal year 2000 _______ _______ _______
Signature(s): _____________________
Date: _______________________, 2000
PLEASE SIGN THIS PROXY EXACTLY AS
YOUR NAME(S) APPEAR ON THE REVERSE
SIDE AND RETURN IT PROMPTLY WHETHER
OR NOT YOU PLAN TO ATTEND. IF
SIGNING FOR A CORPORATION OR
PARTNERSHIP OR AS AGENT, ATTORNEY,
OR FIDUCIARY, INDICATE THE CAPACITY
IN WHICH YOU ARE SIGNING. IF YOU DO
ATTEND THE ANNUAL MEETING AND
DECIDE TO VOTE BY BALLOT, YOUR VOTE
WILL SUPERSEDE THIS PROXY.
