<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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 sec. 240.14a-11(c) or sec. 240.14a-12
RAM-Z ENTERPRISES, 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)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
RAM-Z ENTERPRISES, INC.
5444 WESTHEIMER ROAD, SUITE 2080
HOUSTON, TEXAS 77056
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 19, 1996
The Annual Meeting of Stockholders (the "Annual Meeting") of RAM-Z
Enterprises, Inc. (the "Company") will be held at 5444 Westheimer Road, Suite
2080, Houston, Texas 77056, on December 19, 1996 at 10:00 AM (CST) for the
following purposes:
(1) To elect four directors.
(2) To amend the Articles of Incorporation of the Company to
change the name of the Company to HyperDynamics Corporation.
(3) To ratify the selection of Jack Evans Certified Public
Accountant as the Company's independent auditor for the fiscal year ending June
30, 1997.
(4) To act upon such other business as may properly come before
the Annual Meeting.
Only holders of common stock of record at the close of business on October 25,
1996, will be entitled to vote at the Annual Meeting or any adjournment
thereof.
You are cordially invited to attend the Annual Meeting. Whether or not you
plan to attend the Annual Meeting, please sign, date and return your proxy to
us promptly. Your cooperation in signing and returning the proxy will help
avoid further solicitation expense.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Greg J. Micek
Chairman of the Board and
President
December 2, 1996
Houston, Texas
<PAGE> 3
RAM-Z ENTERPRISES, INC.
5444 WESTHEIMER ROAD, SUITE 2080
HOUSTON, TEXAS 77056
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 19, 1996
This proxy statement (the "Proxy Statement") is being furnished to stockholders
(the "Stockholders") in connection with the solicitation of proxies by the
Board of Directors of RAM-Z Enterprises, Inc., a Delaware corporation (the
"Company") for their use at the Annual Meeting (the "Annual Meeting") of
Stockholders of the Company to be held at 5444 Westheimer Road, Suite 2080,
Houston, Texas 77056, on December 19, 1996 at 10:00 AM (CST), and at any
adjournments thereof, for the purpose of considering and voting upon the
matters set forth in the accompanying Notice of Annual Meeting of Stockholders
(the "Notice"). This Proxy Statement and the accompanying form of proxy (the
"Proxy") are first being mailed to Stockholders on or about December 2, 1996.
The cost of solicitation of proxies is being borne by the Company.
The close of business on October 25, 1996, has been fixed as the
record date for the determination of Stockholders entitled to notice of and to
vote at the Annual Meeting and any adjournment thereof. As of record date,
there were 6,584,175 shares of the Company's common stock, par value $0.001 per
share (the "Common Stock"), issued and outstanding. The presence, in person or
by proxy, of a majority of the outstanding shares of Common Stock on the record
date is necessary to constitute a quorum at the Annual Meeting. Each share is
entitled to one vote on all issues requiring a Stockholder vote at the Annual
Meeting. Each nominee for Director named in Number 1 must receive a majority
of the votes cast in person or by proxy in order to be elected. Stockholders
may not cumulate their votes for the election of Directors. The affirmative
vote of a majority of the shares of Common Stock present or represented by
proxy and entitled to vote at the Annual Meeting is required for the approval
of Numbers 2 and 3 set forth in the accompanying Notice.
All shares represented by properly executed proxies, unless such
proxies previously have been revoked, will be voted at the Annual Meeting in
accordance with the directions on the proxies. If no direction is indicated,
the shares will be voted (I) FOR THE ELECTION OF THE NOMINEES NAMED HEREIN,
(ii) FOR THE AMENDMENT TO CHANGE THE NAME OF THE COMPANY TO HYPERDYNAMICS
CORPORATION TO BE SPELLED "HyperDynamics Corporation", AND (iii) FOR THE
RATIFICATION OF JACK EVANS CERTIFIED PUBLIC ACCOUNTANT AS THE COMPANY'S
INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JUNE 30, 1997. The Board of
Directors is not aware of any other matters to be presented for action at the
Annual Meeting. However, if any other matter is properly presented at the
Annual Meeting, it is the intention of the persons named in the enclosed proxy
to vote in accordance with their best judgment on such matters.
<PAGE> 4
The enclosed Proxy, even though executed and returned, may be revoked
at any time prior to the voting of the Proxy (a) by execution and submission of
a revised proxy, (b) by written notice to the Secretary of the Company, or (c)
by voting in person at the Annual Meeting.
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(1) TO ELECT FOUR DIRECTORS FOR THE ENSUING YEAR
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Nominees for Directors
The persons named in the enclosed Proxy have been selected by the
Board of Directors to serve as proxies (the "Proxies") and will vote the shares
represented by valid proxies at the Annual Meeting of Stockholders and
adjournments thereof. They have indicated that, unless otherwise specified in
the Proxy, they intend to elect as Directors the nominees listed below. All
the nominees are presently members of the Board of Directors. Each duly
elected Director will hold office until his successor shall have been elected
and qualified.
Unless otherwise instructed or unless authority to vote is withheld,
the enclosed Proxy will be voted for the election of the nominees listed below.
Although the Board of Directors of the Company does not contemplate that any of
the nominees will be unable to serve, if such a situation arises prior to the
Annual Meeting, the persons named in the enclosed Proxy will vote for the
election of such other person(s) as may be nominated by the Board of Directors.
The Board of Directors unanimously recommends a vote FOR the election
of each of the nominees listed below.
Robert J. Hill, age 42, has served as the Chief Operating Officer of
HyperDynamics since June 1996 and as Chief Operating Officer and a Director of
the Registrant since August 26, 1996. Before joining HyperDynamics, Mr. Hill
served for two years as vice president of Hudson-Trinity Incorporated, a
privately-held internet service provider and network engineering company that
also contracted senior network engineers to Loral Space Systems, Inc., the
principal civilian contractor for the design, development and installation of
NASA's new manned space flight control center. Previously, Mr. Hill served for
three years as Acquisition Manager for Loral Space Systems, Inc. Mr. Hill has
earned an MBA degree from South Eastern Institute of Technology and a BA degree
from the State University of New York at Potsdam.
Susanne L. Jackson, age 62, has served as the Chief Executive Officer
and President of Houston Creative Connections, Inc. for 10 years, as a director
of HyperDynamics since July 1996 and a Director of the Registrant since August
26, 1996. Ms. Jackson attended Midwestern University for two years, the Santa
Fe School of Art for two years and McNay Art for one year.
Gregory J. Micek, age 42, has served as the President of HyperDynamics
since June 1996 and as President and a Director of the Company since August 26,
1996. Mr. Micek has sixteen years
<PAGE> 5
of experience serving as either a Contract Chief Executive Officer or Contract
Chief Financial Officer for over 20 firms in the Houston area. His primary
expertise lies in the management and financing of emerging growth companies.
Mr. Micek earned his BS and JD degrees from Creighton University.
Arthur Frank Click, III, age 40, has served as the principal executive
of The Agency, an advertising agency located in Houston, Texas, since June
1996. Before joining The Agency, Mr. Click owned and managed McMan & Tate, a
Houston based advertising and public relations firm for a period of three
years. Previously, Mr. Click served as Director of Marketing and Sales for the
Galleria Area Chamber of Commerce. Mr. Click has been involved in
entrepreneurial enterprises for the last 20 years, including textile printing,
entertainment and advertising. Mr. Click attended Texas Tech University and
the University of Houston, where he earned a BBA in Finance.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND ITS COMMITTEES
The Company has no compensation committee. Decisions concerning
executive officer compensation for 1996 were made by the full Board of
Directors. Robert J. Hill and Gregory J. Micek are the only directors of the
Company who are also officers of the Company.
The Company has no audit committee. Decisions concerning audit
matters for 1996 were made by the full Board of Directors.
The Company has held one meeting of its Board of Directors during the
period covered by the fiscal year ended June 30, 1996. All of the Directors
were present at the Board meeting.
All of the Directors of the Company filed on a timely basis reports
as required by the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
<PAGE> 6
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning the cash
remuneration paid by the Company for services rendered during the last fiscal
year to Gregory J. Micek, it's President and Chief Executive Officer. No
executive officer or director of the Company received compensation in excess
of $100,000 during the last fiscal year.
<TABLE>
<CAPTION>
LONG TERM
ANNUAL ---------
------ COMPENSATION AWARDS
COMPENSATION -------------------
NAME and ------------ ---------------------------------------
- -------- -----------------------------------------------------
POSITION OTHER RESTRICTED SECURITIES ALL OTHER
- -------- ----- STOCK UNDERLYING COMPEN-
HELD YEAR SALARY BONUS COMPENSATION AWARDS OPTIONS/SARs SATION
- ---- ---- ------ ----- ------------ ------ ------------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Gregory J. 1996 $12,600(*) $0 $0 $0 $0 $0
Micek 1995 $0 $0 $0 $0 $0 $0
CEO, 1994 $0 $0 $0 $0 $0 $0
President
</TABLE>
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(*) Mr. Micek received 420,000 restricted shares of Common Stock of
HyperDynamics Corporation as payment for his salary through June,
1996. The estimated fair market value of the Common Stock was $.03
per share.
The Company does not currently pay any Director's fees, but it will
pay the expenses of its directors in attending board meetings. The Company may
pay directors fees in the future.
The Company does not presently have a stock option or profit sharing
plan.
<PAGE> 7
STOCK OWNERSHIP OF MAJOR STOCKHOLDERS AND MANAGEMENT
The following table sets forth information, as of October 25, 1996,
with respect to the number of shares of Common Stock beneficially owned (1) by
each director, (2) by all officers and directors as a group, and (3) by each
stockholder known by the Company to be the beneficial owner of more than 5% of
the Company's Common Stock. Except as noted below, each stockholder has sole
voting power and sole investment power with respect to the shares shown.
Unless otherwise indicated below, the address of each beneficial owner is 5444
Westheimer Road, Suite 2080, Houston, Texas 77056.
<TABLE>
<CAPTION>
Number of Shares Percent
Name Beneficially Owned of Class
<S> <C> <C>
Susanne L. Jackson 1,851,000 (1) 30.04%
Gregory J. Micek 600,000 9.74%
Kent Watts 480,000 7.79%
Robert J. Hill 390,000 (2) 6.33%
Arthur Frank Click, III 251,000 4.07%
Lewis E. Ball 100,000 1.62%
All officers and
directors as a group(5) 3,672,000 59.60%
</TABLE>
- --------------------
(1) Includes 251,000 shares held of record by the Houston Creative
Connection Management Incentive Plan. While allocation of these shares among
Houston Creative's employees will be determined by Ms. Jackson, she disclaims
beneficial ownership of the shares.
(2) Includes 150,000 shares issued pursuant to Mr. Hill's executive
employment agreement that will vest at the rate of 12,500 shares per calendar
quarter and are subject to forfeiture in the event that Mr. Hill's employment
with the Company is terminated for any reason.
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(2) AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE COMPANY
TO CHANGE THE NAME OF THE COMPANY TO
HYPERDYNAMICS CORPORATION TO BE SPELLED
"HyperDynamics Corporation"
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Description and Effect of the Amendment
The Board of Directors of the Company recommends the approval of the
proposed amendment (the "Amendment") to change the name of the Company to
HyperDynamics Corporation. The proposed Amendment would amend Article I of the
Articles of Incorporation of
<PAGE> 8
RAM-Z Enterprises, Inc. to change the name of the Company to HyperDynamics
Corporation. Such an Amendment requires the affirmative vote of a majority of
the shares of Common Stock present or represented by proxy and entitled to vote
at the Annual Meeting.
Principal Reasons for the Amendment
The Board of Directors believes it is desirable to change the name of
the Company because of the recent reverse merger of RAM-Z Enterprises, Inc.
with HyperDynamics Corporation. The Board of Directors believes that the name
HyperDynamics Corporation is more appropriate for the business activities in
which the Company is engaged in at this time. Further, the Board of Directors
believes that the name HyperDynamics Corporation is more likely to have a
greater intangible value, and a greater recognition value to the Company in the
future, than the current name of the Company.
The Board of Directors unanimously recommends a vote FOR amending the
Company's Articles of Incorporation to change the name of the Company to
HyperDynamics Corporation.
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(3) TO RATIFY THE SELECTION OF JACK EVANS
CERTIFIED PUBLIC ACCOUNTANT
AS THE COMPANY'S INDEPENDENT AUDITOR
FOR THE FISCAL YEAR ENDING JUNE 30, 1997
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The Board of Directors has selected Jack Evans Certified Public
Accountant as the Company's independent auditor for the current fiscal year.
Although not required by law or otherwise, the selection is being submitted to
the Stockholders of the Company as a matter of corporate policy for their
approval.
The Board of Directors wishes to obtain from the Stockholders a
ratification of their action in appointing their existing certified public
accountant, Jack Evans Certified Public Accountant, independent auditor of the
Company for the fiscal year ending June 30, 1997. Such ratification requires
the affirmative vote of a majority of the shares of Common Stock present or
represented by proxy and entitled to vote at the Annual Meeting.
In the event the appointment of Jack Evans Certified Public Accountant
as independent auditor is not ratified by the Stockholders, the adverse vote
will be considered as a direction to the Board of Directors to select other
independent auditors for the fiscal year ending June 30, 1997.
A representative of Jack Evans Certified Public Accountant is expected
to be present at the Annual Meeting with the opportunity to make a statement if
he so desires and to respond to appropriate questions.
<PAGE> 9
The Board of Directors unanimously recommends a vote FOR the
ratification of Jack Evans Certified Public Accountant as independent auditor
for fiscal year ending June 30, 1997.
Changes in Company's Certifying Accountant.
Jones, Jenson & Company ("Jones Jenson"), Certified Public
Accountants, of Salt Lake City, Utah, audited the financial statements of the
Company for the years ended December 31, 1995 and 1994. Jones Jenson was
dismissed as of August 26, 1996.
Jack Evans, Certified Public Accountant, of Houston, Texas was engaged
as the Company's accountant on August 26, 1996.
There were no disagreements between the Company and Jones Jenson,
whether resolved or not resolved, on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure,
which, if not resolved, would have caused them to make reference to the subject
matter of the disagreement in connection with their report.
The report of Jones Jenson for the past two fiscal years did not
contain any adverse opinion or disclaimer of opinion, excepting a "going
concern" qualification, and was not qualified or modified as to uncertainty,
audit scope or accounting principles.
The decision to change principal accountants was not submitted for
approval to the Board of Directors; the change was made by the Company's
President, Greg J. Micek, because Mr. Evans' offices were located near the new
principal executive offices of the Company.
Also, during the Company's two most recent fiscal years, and since
then, Jones Jenson has not advised the Company that any of the following exist
or are applicable:
(1) That the internal controls necessary for the Company to
develop reliable financial statements do not exist, that
information has come to their attention that has lead them to
no longer be able to rely on management's representations, or
that has made them unwilling to be associated with the
financial statements prepared by management;
(2) That the Company needs to expand significantly the scope of
its audit, or that information has come to their attention
that if further investigated may materially impact the
fairness or reliability of a previously issued audit report or
the underlying financial statements or any other financial
presentation, or cause him to be unwilling to rely on
management's representations or be associated with the
Company's financial statements for the foregoing reasons or
any other reason; or
(3) That they have advised the Company that information has come
to their attention that they have concluded materially impacts
the fairness or reliability of either a previously issued
audit report or the underlying financial statements for the
foregoing reasons or any other reason.
<PAGE> 10
Further, during the Company's two most recent fiscal years and since
then, the Company has not consulted Jones Jenson regarding the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company's financial
statements or any other financial presentation whatsoever.
The Company has provided Jones Jenson with a copy of the disclosure
provided under this caption, and has advised them to provide the Company with a
letter addressed to the Securities and Exchange Commission as to whether they
agree or disagree with the disclosures made herein.
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(4) OTHER MATTERS
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The Board of Directors is not aware of any other matters to be
presented for action at the Annual Meeting. However, if any other matter is
properly presented at the Annual Meeting, it is the intention of the persons
named in the enclosed proxy to vote in accordance with their best judgement on
such matters.
Future Proposals of Stockholders
The deadline for stockholders to submit proposals to be considered for
inclusion in the Proxy Statement for the 1997 Annual Meeting of Stockholders is
March 31, 1997.
BY ORDER OF THE BOARD OF DIRECTORS
Greg J. Micek
Chairman of the Board and
President
Houston, Texas
<PAGE> 11
PROXY
RAM-Z ENTERPRISES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 19, 1996.
The undersigned hereby appoints Gregory J. Micek and Susanne L.
Jackson, and each of them as the true and lawful attorneys, agents and proxies
of the undersigned, with full power of substitution, to represent and to vote
all shares of Common Stock of RAM-Z Enterprises, Inc. held of record by the
undersigned on October 25, 1996, at the Annual Meeting of Stockholders to be
held on December 19, 1996, at 10:00 AM (CST) at 5444 Westheimer Road, Suite
2080, Houston, Texas 77056, and at any adjournments thereof. Any and all
proxies heretofore given are hereby revoked.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR THE
NOMINEES LISTED IN NUMBER 1, FOR THE PROPOSAL IN NUMBER 2, AND FOR THE
RATIFICATION IN NUMBER 3.
1. ELECTION OF DIRECTORS OF THE COMPANY. (INSTRUCTION: TO WITHHOLD
AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH, OR
OTHERWISE STRIKE, THAT NOMINEE'S NAME IN THE LIST BELOW.)
[ ] FOR all nominees listed [ ] WITHHOLD authority to
below except as marked vote for all nominees
to the contrary below
Gregory J. Micek Susanne L. Jackson
Robert J. Hill Arthur Frank Click, III
2. PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE
THE NAME OF THE COMPANY TO HYPERDYNAMICS CORPORATION TO BE SPELLED
"HyperDynamics Corporation".
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 12
3. PROPOSAL TO RATIFY THE SELECTION OF JACK EVANS CERTIFIED PUBLIC
ACCOUNTANT AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JUNE
30, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, as 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.
- ----------------------------- ------------------------------
Number of Signature
Shares Owned
------------------------------
(Typed or Printed Name)
------------------------------
Signature if held jointly
------------------------------
(Typed or Printed Name)
DATED:
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THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED
AT THE MEETING. PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY PROMPTLY.
