D. H. MARKETING & CONSULTING, INC.
300 Keystone Street
Hawley, Pennsylvania 18428
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on July 10, 1998
To Our Stockholders:
The Annual Meeting of Stockholders of D. H. Marketing & Consulting, Inc., a
Nevada corporation ("Company"), will be held at the Settler's Inn in Hawley,
Pennsylvania on Friday, July 10, 1998, at 5:00 p.m., local time, for the
following purposes:
(1) The election of seven directors to serve on a Board of Directors
until the next Annual Meeting of Stockholders;
(2) Such other matters as may properly come before the meeting or
any adjournment thereof.
Only stockholders of record at the close of business on June 5, 1998, are
entitled to notice of and to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Michael J. Daily
Secretary
Hawley, Pennsylvania
May 27, 1998
THE FORM OF PROXY IS ENCLOSED. TO ENSURE THAT YOUR SHARES
WILL BE VOTED AT THE MEETING, PLEASE COMPLETE AND SIGN THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED,
POSTAGE PREPAID, ADDRESSED ENVELOPE. NO ADDITIONAL POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES. THE GIVING OF A
PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU
ATTEND THE MEETING.
<PAGE>
D. H. MARKETING & CONSULTING, INC.
300 Keystone Street
Hawley, Pennsylvania 18428
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on July 10, 1998
The enclosed Proxy is solicited by and on behalf of the Board of Directors
of D. H. Marketing & Consulting, Inc. ("Company") for use at the Company's
Annual Meeting of Stockholders to be held at 5:00 p.m. local time, at the
Settler's Inn in Hawley, Pennsylvania on Friday, July 10, 1998, and at any
adjournment thereof. It is planned that this Proxy Statement and the
accompanying Proxy will be mailed to the Company's stockholders on or about
June 8, 1998.
Any person signing and mailing the enclosed Proxy may revoke it at any
time before it is voted by (i) giving written notice of the revocation to the
Company's corporate secretary; (ii) voting in person at the Meeting; or (iii)
voting again by submitting a new proxy card. Only the latest dated proxy card,
including one which a person may vote in person at the Meeting, will count.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
AND SECURITY OWNERSHIP OF MANAGEMENT
All voting rights are vested exclusively in the holders of the Company's
$.0003 par value common stock ("Common Stock") with each share entitled to one
vote. Cumulative voting in the election of directors is not permitted. Only
stockholders of record at the close of business on June 5, 1998, are entitled
to notice of and to vote at the meeting or any adjournments thereof. On May 27,
1998, the Company had 6,005,464 shares of Common Stock outstanding.
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock, its only class of
outstanding voting securities as of May 1, 1998, by (i) each person who is
known to the Company to own beneficially more than 5% of the outstanding Common
Stock with the address of each such person, (ii) each of the Company's current
directors and officers, and (iii) all current officers and directors as a
group:
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===========================================================================
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
===========================================================================
David D. Hagen<F1><F2> 304,500 Shares <F3> 5.1%
P.O. Box 621
Hawley, PA 18428
Ronald W. Meredith<F2><F4> 353,776 Shares <F3> 5.9%
5647 Beneva Road
Sarasota, FL 34233-4103
William C. Bartley<F2><F5> 327,700 Shares <F3> 5.5%
5647 Beneva Road
Sarasota, FL 34233-4103
Martin Grossbach<F2> 58,334 Shares <F3> 1.0%
303 South Broadway
Suite 100
Tarrytown, NY 10591
Michael J. Daily<F1><F2> 108,550 Shares <F3> 1.8%
405 Prospect Street
Hawley, PA 18428
John C. Guttridge<F2> -0- 0%
303 South Broadway
Suite 100
Tarrytown, NY 10591
Steve Krakonchuk<F2> 246,000 Shares <F3><F6> 4.1%
8611 General Currie Road
Apartment 111
Richmond, B.C.
Canada V6Y 3M1
___________________________________________________________________________
All Officers and Directors 1,398,860 Shares 23.3%
as a Group (7 Persons)
___________________________________________________________________________
<F1> An officer of the Company.
<F2> A director of the Company.
<F3> Includes Restricted Stock.
<F4> 327,501 of these shares are held in the name of Meretec Management
which is owned and controlled by Ronald W. Meredith.
<F5> 327,500 of these shares are held in the name of Limerick Management
which is controlled but not owned by William C. Bartley.
<F6> 140,000 of these shares are held in the name of Stimulus Ventures,
which is owned and controlled by Steve Krakonchuk.
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ACTIONS TO BE TAKEN AT MEETING
The meeting is called by the Board of Directors to consider and act upon
the following matters:
1. The election of seven Directors of the Company;
2. Such other matters as may properly come before the meeting or
any adjournment thereof.
The holders of a majority of the outstanding shares of the Company,
present at the meeting in person or represented by proxy, shall constitute a
quorum. If a quorum is present, directors are elected by a plurality of the
vote, i.e., the candidates receiving the highest number of votes cast in favor
of their election will be elected to the Board of Directors. Where brokers have
not received any instruction from their clients on how to vote on a particular
proposal, brokers are permitted to vote on routine proposals but not on non-
routine matters. The absence of votes on non-routine matters are "broker non-
votes." Abstentions and broker non-votes will be counted as present for
purposes of establishing a quorum, but will have no effect on the election of
directors.
There are no dissenters' rights applicable to the election of directors.
Abstentions and broker non-votes on proposals other than the election of
directors, if any, will be counted as present for purposes of the proposal and
will have the effect of a vote against the proposal.
ELECTION OF DIRECTORS
The number of directors on the Company's Board of Directors has been
established by the Bylaws of the Company and by resolution of the Board of
Directors as at lease one (1) but not more than nine (9) directors. Each
director is elected for a term of one year.
The persons named in the enclosed form of Proxy will vote the shares
represented by such Proxy for the election of the nominees for directors named
below. If, at the time of the meeting, any of these nominees shall become
unavailable for any reason, which event is not expected to occur, the persons
entitled to vote the Proxy will vote for such substitute nominee or nominees,
if any, as they determine in their sole discretion. If elected, David D. Hagen,
Martin Grossbach, Michael J. Daily, Steve Krakonchuk, Ronald W. Meredith,
William C. Bartley and John C. Guttridge will hold office until the annual
meeting of stockholders to be held in 1999. The nominees for directors, each of
whom has consented to serve if elected, are as follows:
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===========================================================================
Name of Director Age Principal Occupation for Last
Nominee Since Five Years
===========================================================================
David D. Hagen 1993 44 Chairman of the Board, President,
Treasurer and Chief Executive Officer of
the Company since 1993. Mr. Hagen was the
President of Hagen Development and
Improvement Corp., a real estate company.
From 1978-1982 Mr. Hagen was the President
of an investment firm in Greenwich,
Connecticut. He structured and operated
investment banking private placement and
franchising organization. As Vice
President of Sales of International Stamp
Exchange in New York, Mr. Hagen developed
an international network for the sale and
distribution of collectible stamps,
collectible coins, and hired, trained and
expanded the sales force from 1982-1985.
From 1985-1988, Mr. Hagen was Sales
manager of International Coin Exchange
Company, located in Brooklyn, New York.
Mr. Hagen developed an international net-
work for the sale and distribution of
collectible coins, and hired, trained and
expanded the sales force. From 1988-1993,
Mr. Hagen has traded coins, stamps, art
and miscellaneous investments for private
investors and investment bankers, has
owned and operated Park Avenue Fine Art
Archives among other collectible
galleries. From 1993, Mr. Hagen has been
the President of the Company in Milford,
PA.
Michael J. Daily 1996 49 A director of the Company since January,
1996. Mr. Daily was honorably discharged
from the U.S. Army in 1969. He majored in
Business Administration in the California
College system from 1970-1973. Mr. Daily
was the plant manager of a large
California based mail order firm from
1971-1976. From 1977-1985, Mr. Daily was a
manager in the Food & Beverage industry in
the Pennsylvania Pocono Mountains. Mr.
Daily has been active in the Real Estate
Industry from 1985 to May 1995 when he
joined D. H. Marketing & Consulting, Inc.
Mr. Daily was not on the Board of
Directors in 1995.
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===========================================================================
Name of Director Age Principal Occupation for Last
Nominee Since Five Years
===========================================================================
Martin Grossbach 1994 61 A director of the Company since September
1994. In 1958, Mr. Grossbach received a
B.S. in Accounting from Queen's College
and in 1961, he received his law degree
from New York Law School. Mr. Grossbach
has been an attorney in Westchester
County, New York for the last 32 years,
specializing in commercial real estate.
Steve Krakonchuk 1997 37 Mr. Krakonchuk is nominated for election
to the Board of Directors this year. Mr.
Krakonchuk began working for the Company
in January of 1995 In the Company's
Investor Relations area and as Vice
President of Sales. During his employment
sales of the Company's network marketing
division have increased dramatically due
in large part to his participation and
leadership. Mr. Krakonchuk currently is
employed at the Company's wholly owned
international subsidiary, Financial
Communication Services, Inc., in
Vancouver, British Columbia.
Ronald W. 1998 54 A director of the Company since January
Meredith 21, 1998. Mr. Meredith is President of
Universal Network of America, Inc. and its
subsidiary, Universal Network, Inc. Mr.
Meredith is an Air Force veteran, having
served from 1959 through 1979. From 1979
through 1988 he owned and operated a
manufacturing company in Louisville,
Kentucky. He currently sits on the Board
of Directors of that company. From July
1988 through 1994, Mr. Meredith was an
Independent Representative and National
Marketing Director with an environmental
products company, where he sat on the
Presidential Advisory Board. During this
period annual sales of that company grew
from 30 million dollars to more than 400
million
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<PAGE>
===========================================================================
Name of Director Age Principal Occupation for Last
Nominee Since Five Years
===========================================================================
Ronald W. 1998 54 dollars. From September 1994
Meredith through February 1995, Mr. Meredith was an
(continued) Independent Representative with a jewelry
company, and is a member of the Jewelers
Board of Trade. In May of 1995, he and
several partners founded Universal
Network, Inc.
William C. 1998 48 A director of the Company since January
Bartley 21, 1998. Mr. Bartley is Vice President
of Universal Network of America, Inc. and
its subsidiary Universal Network, Inc. Mr.
Bartley owned a successful furniture and
appliance store in Lexington, Kentucky
from 1978 until 1992. From September 1990
through March of 1994, Mr. Bartley was an
Independent Representative and National
Marketing Director with an environmental
products company. From March of 1994
through February 1995, he was an
Independent Representative and the top
income earner with a jewelry company. Mr.
Bartley, a founder of Universal Network,
Inc., was elected Vice President in July
1995.
John C. Guttridge 1998 36 In 1984, Mr. Guttridge received a B.S. in
Political Science from Villanova
University and in 1988, he received his
law degree from Pace University School of
Law. Mr. Guttridge has been an attorney in
Westchester County, New York for the last
10 years specializing in litigation, the
last five years of which have been at the
firm of Martin Grossbach, P.C.
The Company's Board of Directors held 11 meetings during 1997, consisting
of either actual meetings or written consents in lieu of a special meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF ELECTION OF THE SEVEN
(7) NOMINEES LISTED ABOVE. PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD TO VOTE FOR THE ABOVE NOMINEES. ONLY YOUR LATEST DATED PROXY COUNTS.
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EXECUTIVE OFFICERS
The executive officers of the Company are elected annually at the Annual
Meeting of the Company's Board of Directors held after each Annual Meeting of
Stockholders. Each executive officer of the Company holds office until a
successor is duly elected and qualified, or until death or resignation or
removal in the manner provided by the Company's Bylaws.
There are no family relationships between any of the directors and
executive officers.
There was no arrangement or understanding between any executive officer and
any other person pursuant to which any person was selected as an executive
officer.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% percent of
the Company's Common Stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Officers,
directors and greater than ten percent stockholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms which
they file.
EXECUTIVE COMPENSATION
Summary Compensation Table
The Summary Compensation Table shows certain compensation information for
services rendered in all capacities during each of the last three fiscal years
by the Chief Executive Officer. No executive officer's salary and bonus for
fiscal year 1997 exceeded $100,000. The following information for the Chief
Executive Officer includes the dollar value of base salary, bonus awards, the
number of stock options granted and certain other compensation, if any, whether
paid or deferred.
===========================================================================
Name and Principal Year Salary Bonus Options
Position at 12/31/1997 Granted
===========================================================================
David D. Hagen, 1994 -0- -0- -0-
President & Chief 1995 $26,291.94 $10,616.27 -0-
Executive Officer 1996 $40,833.33 $20,000.00 60,000
1997 $59,166.65 $20,000.00 -0-
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Option Grants in the Last Fiscal Year
No stock options were granted to anyone during 1994 or 1995. Stock options
were granted in 1996, 1997 and 1998. A majority of these options were
subsequently canceled on January 19, 1998. The options, as listed below are
currently outstanding:
Name Amount Option Price Date Issued
========================== ========= ============= ===========
Laras Holdings, Inc. <F1> 750,000 9<F3> 1/13/97
Laras Holdings, Inc. <F1> 500,000 5 15/16 1/20/98
Herman Veltman<F1> 50,000 5 15/16 1/20/98
Stimulus Ventures<F2> 100,000 5 15/16 1/20/98
Charles Nisenbaum<F1> 100,000 5 15/16 1/20/98
______________
<F1> Non-Affiliate of the Company.
<F2> Owned and controlled by Steve Krakonchuk, a Director of the
Company.
<F3> Price reflects a three for one forward stock split that occurred
February 26, 1997.
Aggregated Option Exercises and Option Values
As a result of the Company's cancellation of certain options on January 19,
1998, Mr. David D. Hagen holds no options in the Company.
Compensation of Directors
Directors who are employees do not receive additional compensation for
service as directors. Other directors do not receive any compensation for
meetings attended or conducted via telephone conference.
Employment Contract with a Director
There are currently no employment contracts with any Directors of the
Company.
CERTAIN TRANSACTIONS
At the end of 1995, the Company owed $74,000 to David D. Hagen, President
and a director of the Company on a promissory note. As of the end of the first
quarter, 1996, the balance of that note was $48,000, which was reduced by
$24,000 during the early second quarter and which is continuing to be reduced
at a rate of $2,000 per month. As of December 31, 1996, the note was paid in
full and no other lending relationship existed.
8
<PAGE>
The Company will attempt to resolve any such conflicts of interest in
favor of the Company. The officers and directors of the Company are accountable
to it and its shareholders as fiduciaries, which requires that such officers
and directors exercise good faith and integrity in handling the Company's
affairs. A Shareholder may be able to institute legal action on behalf of the
Company or on behalf of itself and all similarly situated shareholders to
recover damages or for other relief in cases of the resolution of conflicts in
any manner prejudicial to the Company.
1997 ANNUAL REPORT ON FORM 10-KSB
STOCKHOLDERS WHO WISH TO OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY'S
1997 ANNUAL REPORT ON FORM 10-KSB AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ("SEC") SHOULD ADDRESS A WRITTEN REQUEST TO DAVID HAGEN, PRESIDENT,
AT THE COMPANY'S ADDRESS SPECIFIED AT THE BEGINNING OF THIS PROXY STATEMENT.
STOCKHOLDER PROPOSALS
Stockholder proposals for inclusion in the Company's proxy materials
relating to the next annual meeting of stockholders must be received by the
Company on or before December 31, 1998.
SOLICITATION OF PROXIES
The cost of soliciting proxies, including the cost of preparing,
assembling and mailing this proxy material to stockholders, will be borne by
the Company. Solicitations will be made only by use of the mails, except that
if necessary to obtain a quorum, officers and regular employees of the Company
may make solicitations of proxies by telephone or electronic facsimile or by
personal calls. Brokerage houses, custodians, nominees and fiduciaries will be
requested to forward the proxy soliciting material to the beneficial owners of
the Company's shares held of record by such persons and the Company will
reimburse them for their charges and expenses in this connection.
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OTHER BUSINESS
The Company's Board of Directors does not know of any matters to be
presented at the meeting other than the matters set forth herein. If any other
business should come before the meeting, the persons named in the enclosed form
of Proxy will vote such Proxy according to their judgment on such matters.
Michael J. Daily
Secretary
Hawley, Pennsylvania, May 27, 1998
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<PAGE>
D. H. MARKETING & CONSULTING, INC.
300 Keystone Street
Hawley, Pennsylvania 18428
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD JULY 10, 1998.
The undersigned hereby (i) acknowledge(s) receipt of the Notice of Annual
Meeting of Stockholders relating to the Annual Meeting of Stockholders of D. H.
Marketing & Consulting, Inc. (the "Company") to be held July 10, 1998, at 5:00
PM, local time, at the Settler's Inn in Hawley, Pennsylvania, and (ii) appoints
David D. Hagen as proxy, with full power of substitution, and authorizes him to
vote all the shares of Common Stock of the Company standing in the name of the
undersigned at said meeting or any adjournment thereof upon the matters
specified below and upon such other matters as may properly be brought before
the meeting, conferring discretionary authority upon such proxies as to such
other matters.
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THE PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
1. ELECTION OF DIRECTORS:
_____ FOR all nominees listed (except as marked to the contrary)
_____ WITHHOLD AUTHORITY (to vote for all nominees listed below)
David D. Hagen, Michael J. Daily, Martin Grossbach, Steve Krakonchuk,
William C. Bartley, Ronald W. Meredith and John C. Guttridge.
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below:
____________________________________________________________
2. OTHER BUSINESS: To transact such other business as may properly come
before the meeting and any adjournment or adjournment thereof.
STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE IN PERSON EVEN THOUGH THEY HAVE
PREVIOUSLY MAILED THE PROXY. PLEASE DATE, SIGN AND MAIL THIS PROXY CARD IN THE
ENCLOSED ENVELOPE.
I/we will ____ will not ____ attend the meeting.
____________________________________
Signature of Stockholder
Date:___________________________, 1998.
IMPORTANT: Please date this Proxy and sign exactly as your name(s) appears.
When signing as a fiduciary, please give your full title. Please return this
Proxy promptly in the enclosed envelope.
