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:
[x] Preliminary proxy statement
[ ] Confidential, for use of the Commission only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Section 240.14a-11(c) or
Section 240.14a-12
D.H. MARKETING & CONSULTING, 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>
D. H. MARKETING & CONSULTING, INC.
300 Keystone Street
Hawley, Pennsylvania 18428
NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS
To Be Held on March 15, 2000
To Our Stockholders:
A Special Meeting of Stockholders of D. H. Marketing &
Consulting, Inc., a Nevada corporation ("Company"), will be
held at the offices of Universal Network in Sarasota, Florida
on Wednesday, March 15, 2000, at 3:00 p.m., local time, for
the following purposes:
1. The approval of a proposed name change for the
Company from D.H. Marketing & Consulting, Inc. to
VersaTech, Inc.
2. To transact such other business as may properly come
before the Special Meeting and any adjournments
thereof.
As of January 25, 2000, there were 11,805,964 shares of
common stock outstanding. Only stockholders of record at the
close of business on February 4, 2000, are entitled to receive
notice of, and to vote at, the Special Meeting and any
adjournments thereof.
It is important that your shares be represented at the
Special Meeting. For that reason, we ask that you promptly
sign, date and mail the enclosed proxy in the return
envelope provided. Shareholders who attend the Special
Meeting may revoke their proxies and vote in person. To help
us prepare properly for your attendance at the Special
Meeting, we ask that you indicate on your proxy whether you
plan to attend the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Michael J. Daily
President
Hawley, Pennsylvania
February 8, 2000
<PAGE>
D. H. MARKETING & CONSULTING, INC.
300 Keystone Street
Hawley, Pennsylvania 18428
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
To Be Held on March 15, 2000
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 Special Meeting of
Stockholders to be held at 3:00 p.m. local time, at the
offices of Universal Network, 5647 Beneva Rd., Sarasota,
Florida 34233 on Wednesday, March 15, 2000, and at any
adjournments or postponements thereof. It is planned that
this Proxy Statement and the accompanying Proxy will be
mailed to the Company's stockholders on or about February 8,
2000 to the holders of record on February 4, 2000, of the
Company's common stock, $.0003 par value per share.
At the Special Meeting, the shareholders of the Company
will be asked to consider and vote upon proposals to (i)
approve an amendment to the Company's articles of
incorporation to change the name of the Company from D.H.
Marketing & Consulting, Inc. to VersaTech, Inc.; and (ii)
transact such other business as may properly come before the
Special Meeting or any adjournment thereof.
INFORMATION CONCERNING SOLICITATION AND VOTING
REVOCABILITY OF PROXIES
A proxy may be revoked by a shareholder prior to its
exercise by written notice to the Secretary of the Company,
by submission of another proxy bearing a later date or by
revoking the prior proxy and voting in person at the Special
Meeting. Such notice or later proxy will not affect a vote
on any matter taken prior to the receipt thereof by the
Secretary of the Company. The mere presence at the Special
Meeting of the shareholder appointing the proxy will not
revoke the appointment. If not revoked, the proxy will be
voted at the Special Meeting in accordance with the
instructions indicated on the proxy by the shareholder or,
if no instructions are indicated, will be voted FOR each of
the matter of business described herein and, as to any other
matter of business that may properly be brought before the
Special Meeting, in accordance with the judgment of the
person or person voting the same.
EXPENSES
All expenses of the Company in connection with this
solicitation will be borne by the Company. In addition to
solicitation by mail, proxies may be solicited by directors,
officers and other employees of the Company, by telephone,
telegraph, fax, telex, in person or otherwise, without
additional compensation.
<PAGE>
RECORD DATE AND VOTING SECURITIES
As of January 25, 2000, there were 11,805,964 shares of
common stock outstanding. Holders of record at the close of
business on February 4, 2000, of the Company's common stock
are entitled to notice of, and to vote at, the Special
Meeting and any adjournments thereof. Each outstanding share
of common stock entitles the holder thereof to one vote with
respect to each matter considered at the Special Meeting.
Each matter of business requires the presence in person or
by proxy of a majority of the shares of common stock
entitled to vote to constitute a quorum. Abstentions may be
specified on all proposals. Abstentions will have the same
effect as a vote against such proposal. Broker non-votes, if
any, will not be included in vote totals and, as such, will
have no effect on any proposal. The Company's Articles of
Incorporation does not provide for cumulative voting.
Assuming the presence of a quorum at the Special Meeting,
the affirmative vote of a majority of the outstanding stock
entitled to vote is required to amend the corporate charter.
Only holders of record of common stock on February 4,
2000, are entitled to notice of, and to vote at, the Special
Meeting.
PROPOSAL ONE
APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION
The Company's present name, D. H. Marketing &
Consulting, Inc., was chosen by and represents the initials
of the former president of the Company. The Company
previously was segmented into four distinct operations,
consisting of the Network Marketing Division, the
Collectible Division, the Burn Cleansing Solution Division
and the Acquisitions & Consulting Division. The Company has,
since the first quarter of 1998, divested itself of all
previous business activities other than the Company's wholly
owned subsidiary, Universal Network of America, Inc. and
that company's operating subsidiary Universal Network, Inc.
Universal Network of America, Inc. is a direct sales
organization distributing health and beauty aid products
through Independent Distributors. Universal Network of
America, Inc. is based in Sarasota, Florida and operates
through its subsidiary Universal Network, Inc.
In April of 1999, the Company formulated a strategy for
its LongerLiving.com Internet health portal. The site was
launched to the public in mid-June of 1999. LongerLiving.com
provides high-quality, health-related content that is
targeted toward the average consumer, with initial emphasis
on the issues of individuals in the "baby boomer"
demographic group. LongerLiving.com, Inc. was recently
incorporated by the Company.
<PAGE>
Management of the Company feels that the name "D.H.
Marketing & Consulting, Inc." does not accurately represent
the present business direction of the Company. To that end,
management has chosen the name "VersaTech, Inc." as the
potential new name for the Company and has reserved the
website address "versatechinc.com" for future use.
RECOMMENDATION OF THE BOARD
The Board of Directors has unanimously approved the
amendment to the Articles of Incorporation and recommends
that the shareholders vote "FOR" this proposal.
MANAGEMENT
STOCK OWNERSHIP OF PRINCIPAL OWNERS AND MANAGEMENT
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
the date hereof, 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:
===========================================================
Name and Address Amount and Nature Percent of Class
of Beneficial Owner of Beneficial Ownership
=======================================================================
Michael J. Daily(1)(2) 1,137,140 Shares 9.6%
405 Prospect Street
Hawley, PA 18428
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Ronald W. Meredith(2)(3) 1,356,492 Shares 11.5%
5647 Beneva Road
Sarasota, FL 34233-4103
-----------------------------------------------------------------------
Steve Krakonchuk(1)(2) 1,102,500 Shares 9.3%
8611 General Currie Road
Apartment 111
Richmond, B.C.
Canada V6Y 3M1
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Gary Stafford(1)(2) 80,045 Shares 0.7%
5647 Beneva Rd.
Sarasota, FL 34233
-----------------------------------------------------------------------
All Officers and Directors 3,676,177 Shares 31.1%
as a Group (4 Persons)
=======================================================================
(1) An officer of the Company.
(2) A director of the Company.
(3) 327,501 of these shares are held in the name of Meretec Management
which is owned and controlled by Ronald W. Meredith. 616 of these
shares are held in the name of Ronald W. Meredith, Jr., son of
Ronald W. Meredith.
<PAGE>
OTHER MATTERS
As of the date of this proxy statement, the Company has no
knowledge of any business other than that described above that will be
presented at the Special Meeting. If any other business should come
before the Special Meeting, it is intended that the persons named in the
enclosed proxy will have discretionary authority to vote the shares that
they represent.
You are urged to sign and return your proxy promptly in the
enclosed envelope to make certain your shares will be voted at the
Special Meeting.
By order of the Board of Directors,
Michael J. Daily
President
Hawley, Pennsylvania,
February 8, 2000
<PAGE>
D. H. MARKETING & CONSULTING, INC.
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY FOR A
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD MARCH 15, 2000.
The undersigned hereby (i) acknowledge(s) receipt of the Notice, dated
February 8, 2000, of the Special Meeting of Stockholders of D. H.
Marketing & Consulting, Inc. (the "Company") to be held Wednesday, March
15, 2000, at 3:00 PM, local time, at the offices of Universal Network,
5647 Beneva Rd., Sarasota, Florida 34233, and the proxy statement in
connection therewith; and (ii) appoints MICHAEL J. DAILY and RONALD
MEREDITH, and each of them, the undersigned's proxies with full power of
substitution, for and in the name, place and stead of the undersigned,
vote upon and act with respect to all of the shares of common stock of
the Company standing in the name of the undersigned or with respect to
which the undersigned is entitled to vote and act, at said meeting and
at any adjournment or postponement thereof, and the undersigned directs
that his proxy be voted as follows.
(a) Proposal to approve the amendment to the Company's articles of
incorporation to change the name of the Company from D.H.
Marketing & Consulting, Inc. to VersaTech, Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(b) In the discretion of the proxies on any other matter that may
properly come before the meeting or any adjournment thereof.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED ABOVE. IF
NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE MATTERS
SPECIFICALLY REFERRED TO ABOVE.
The undersigned hereby revokes any proxy or proxies heretofore given to
vote upon or act with respect to such common stock and hereby ratifies
and confirms that all proxies, their substitutes, or any of them may
lawfully do by virtue hereof.
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 PLAN TO ATTEND THE SPECIAL MEETING
DATED:______________ TELEPHONE:______________ # OF SHARES:___________
________________________________ _________________________________
SIGNATURE OF SHAREHOLDER NAME (please print)
________________________________ _________________________________
SIGNATURE OF JOINT SHAREHOLDER NAME OF JOINT SHAREHOLDER
(if applicable) (please print)
__________________________________
TITLE (if applicable)
IMPORTANT: Please date this Proxy and sign exactly as your name(s)
appears. When signing as an attorney, administrator, executor, guardian
or trustee, please add your title as such. If executed by a corporation
or other entity, the proxy should be signed by a duly authorized officer
or representative of such entity. Each joint tenant should sign the
proxy. Please return this Proxy promptly in the enclosed envelope.
