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
GLOBUS CELLULAR & USER PROTECTION LTD.
(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)(4) 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>2
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
GLOBUS CELLULAR & USER PROTECTION LTD. (the "Company")
Dr. Paul Bickert is hereby authorized to represent and to vote the shares of
the undersigned in the Company at an Annual Meeting (hereinafter referred to
as "Annual Meeting") of Stockholders to be held on August 18, 1997 and at any
adjournment as if the undersigned were present and voting at the meeting.
NOTE: Cumulative voting for directors is not allowed.
1. Proposal to change name of the Company to Globus Cellular Ltd.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. Proposal to Amend 1996 Non-Statutory Stock Option Plan
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Election of Directors
FOR all nominees (except as written on the line below) [ ]
WITHHOLD AUTHORITY TO VOTE
for all nominees listed below [ ]
NOMINEES: Dr. Paul F. Bickert, Dr. Ronald Armstrong, Jerome W.
Cwiertnia
(INSTRUCTIONS: To withhold authority to vote for any individual nominees
write the nominee's name on the line below.)
-------------------------------------------------
4. Approval of Winter, Scheifley & Associates, P.C. as Independent
Certified Accountants for fiscal year ending October 31, 1997.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. In their discretion, on any other business that may properly come
before the meeting.
The shares represented hereby will be voted. With respect to items 1 - 4
above, the shares will be voted in accordance with the specifications made
and where no specifications are given, said proxies will vote for the
proposals. This proxy may be exercised by a majority of those proxies or
their substitutes who attend the meeting.
Please sign and date and return to Globus Cellular & User Protection Ltd.,
1980 Windsor Road, Kelowna B.C., Canada V1Y 4R5
Dated July , 1997
----------------------
Signature
----------------------
Signature
Joint Owners should each sign. Attorneys-in-fact, executors, administrators,
trustees, guardians or corporation officers, should give full title.
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<PAGE>3
GLOBUS CELLULAR & USER PROTECTION LTD.
1980 Windsor Road
Kelowna, B.C., Canada V1Y 4R5
Telephone: (250) 860-3130
Facsimile: (250) 860-3110
July 28, 1997
To the Stockholders of
Globus Cellular & User Protection Ltd.
You are cordially invited to attend an Annual Meeting (hereinafter referred
to as "Annual Meeting") of Stockholders of Globus Cellular & User Protection
Ltd. (the "Company"), to be held at the Ramada Lodge Hotel located at 2170
Harvey Avenue, Kelowna, B.C., Canada, V1Y 6G8, at 9:00 A.M., Pacific time, to
consider and vote upon the matters set forth in the accompanying Notice of
Annual Meeting of Stockholders.
In addition to the election of directors and the approval of independent
certified public accountants for the fiscal year ended October 31, 1997,
Shareholders will be asked to approve an amendment of the Company's 1996 Non-
Statutory Stock Option Plan increasing the number of Common Shares authorized
to be issued pursuant to said Plan. Approval of the amendment to the 1996
Non-Statutory Stock Option Plan would be economically beneficial to the
Company. The Company would be able to partially compensate eligible
participants in a non-monetary manner with the 1996 Non-Statutory Stock
Option Plan.
Since it is important that your shares be represented at the meeting whether
or not you plan to attend in person, please indicate on the enclosed proxy
your decisions about how you wish to vote and sign, date and return the proxy
promptly in the envelope provided. If you find it possible to attend the
meeting and wish to vote in person, you may withdraw your proxy at that time.
Your vote is important, regardless of the number of shares you own.
Sincerely,
- -------------------------
Dr. Paul Bickert
Chairman of the Board of Directors
Chief Executive Officer
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<PAGE>4
GLOBUS CELLULAR & USER PROTECTION LTD.
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
To Be Held
August 18, 1997
To the Stockholders of
Globus Cellular & User Protection Ltd.
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders of Globus
Cellular & User Protection Ltd. (the "Company") will be held on August 18,
1996 at 9:00 o'clock in the morning, local time at the Ramada Lodge Hotel
located at 2170 Harvey Avenue, Kelowna, B.C., Canada, V1Y 6G8 for the
following purposes; all as more specifically set forth in the attached Proxy
Statement.
1. To consider and vote upon the proposal to change the name of the Company
to Globus Cellular Ltd.
2. To consider and vote upon the proposal to approve an amendment to the
1996 Non-Statutory Stock Option Plan
3. To consider and vote upon the re-election of the Officers and Directors
of the Company.
4. To approve Winter, Scheifley & Associates, P.C. as Independent Certified
Accountants for fiscal year ended October 31, 1997.
5. To transact such other business as may properly be brought before this
meeting.
Only holders of record of Common Stock of the Corporation as of the close of
business on July 20, 1997, are entitled to notice of or to vote at the
meeting or any adjournment thereof. The stock transfer books of the
Corporation will not be closed.
Stockholders are encouraged to attend the meeting in person. To ensure that
your shares will be represented, we urge you to vote, date, sign and mail the
Proxy Card in the envelope which is provided, whether or not you expect to be
present at the meeting. The prompt return of your Proxy Card will be
appreciated. It will also save the Company the expense of a reminder
mailing. The giving of such Proxy will not affect your right to revoke such
Proxy by appropriate written notice or to vote in person should you later
decide to attend the meeting.
By order of the Board of Directors
Dr. Paul F. Bickert
July 28, 1997 Chairman of the Board of Directors
Chief Executive Officers
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PROXY STATEMENT
GLOBUS CELLULAR & USER PROTECTION LTD.
ANNUAL MEETING OF STOCKHOLDERS
To Be Held August 18, 1997
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Globus Cellular & User Protection Ltd.,
a Nevada corporation (the "Company"), to be voted at an Annual Meeting of
Stockholders of the Company to be held on August 18, 1997 at 9:00 A.M., local
time, at the Ramada Lodge Hotel located at 2170 Harvey Avenue, Kelowna, B.C.,
Canada V1Y 6G8 and at any adjournment thereof (the "Meeting"). The Proxy may
be revoked by appropriate written notice at any time before it is exercised.
See, "Voting and Solicitation of Proxies".
This Proxy Statement and the accompanying Notice and Form of Proxy are being
mailed on or about August 8, 1997 to record holders of the Company's Common
Stock as of July 20, 1997 (the "Record Date").
As of Record Date, 5,821,181 shares of Common Stock of the Corporation were
issued and outstanding. Each share of Common Stock entitles the holder to
one vote on all matters brought before the Annual Meeting.
Globus Cellular & User Protection Ltd. ("Company"), formerly Leridges
International, Inc., was incorporated on June 10, 1987, under the laws of
the State of Nevada under the name Daytona-Pacific Corporation. On July 31,
1989, Company changed its name to Leridges International, Inc. On March
4, 1993, Company filed a Chapter 11 petition for protection under the U.S.
Bankruptcy laws and subsequently filed a Plan of Reorganization, which was
approved by the U.S. Bankruptcy Court on October 18, 1994. The Plan
provided for Company to acquire all of the assets of Globus Cellular
& User Protection Ltd. (Canada), a corporation formed in the Province of
British Columbia, Canada on July 28, 1993, in consideration of Company's
issuance of 2,880,000 Units of its Common Stock. Also approved in the Plan
was a change of Company's name to Globus Cellular & User Protection Ltd
The Company is currently engaged in the research and development of its low
radiation mega range antenna technology and marketing its exclusive line
of x-ray film and chemistry under the "Globus" label to private
clinics.
The Company originally started out by manufacturing a shielding product as
an aftermarket add on for cellular phones and sold its entire inventory of
25,000 of the shielding product.
The United States Federal Communications Commission, on August 16, 1996,
came out with new stringent guidelines for the cellular industry
manufacturers of phone devises requiring that these products not exceed
certain radiation exposure levels to users. These guidelines force
manufacturers into compliance by either tuning down the output of the
phones or redesigning the antennas to reduce exposure to users.
The Company's testing capability for its antenna technology has been
developed with the assistance of Canada's National Research Counsel,
providing grant monies as well as assisting the Company in its
relationship with the Department of Physics of Okanagan University in
British Columbia. The Okanagan University Department of Physics published
a paper in 1996 citing mega range antenna as substantially reducing
human tissue absorption of radiation while increasing the performance of
the cellular phone compared to a leading manufacturer's cellular phone
product.
AMENDMENT TO
1996 NON-STATUTORY STOCK OPTION PLAN
The Company needs to continue to attract and retain persons of experience and
ability and whose services are considered valuable. In addition the Company
needs to continue to encourage the sense of proprietorship in such persons
and to stimulate the active interest of such persons in the development and
success of the Company. As a result, the Board of Directors and
shareholders approved the 1996 Stock Option Plan and reserved for issuance
500,000 Common Shares pursuant to the 1996 Stock Option Plan. The source of
Common Shares to be reserved for issuance under the 1996 Non-Statutory Stock
Option Plan is a portion of the currently authorized Common Shares. The Plan
will terminate on March 15, 2006 and no option may be granted pursuant to the
Plan thereafter. The Company has currently issued all of the previously
approved Common Shares reserved for issuance pursuant to the 1996 Stock
Option Plan. The Board of Directors has approved an increase in the number
of Common Shares reserved for issuance pursuant to the 1996 Stock Option Plan
to 1,000,000.
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<PAGE>6
Options are granted only to persons who are employees of the Company or a
subsidiary corporation of the Company (including any subsidiary which may be
organized or acquired subsequent to adoption of the Plan) who agree to remain
in the employ of, and render services to, the Company or a subsidiary
corporation of the Company for a period of at least one (1) year from the
date of the granting of the option. The term "employees" shall include
officers, directors, executives and supervisory personnel, as well as other
employees of the Company or a subsidiary corporation of the Company.
The purchase price under each option issued is determined by a Committee (of
not less than three members, at least one of whom shall be a Director of the
Company), at the time the option is granted, but in no event shall such
purchase price be less than 85 percent of the fair market value of the
Company's Common Stock on the date of the grant. All options issued under
the Plan shall be for such period as the Committee shall determine, but for
not more than ten (10) years from the date of grant thereof.
New Plan Benefits. The benefits or amounts that will be received by or
allocated to the executive officers, directors or employees cannot be
determined. At the end of each fiscal year, the compensation committee
determines who shall receive the options. The compensation committee, which
is composed of the Board of Directors, reviews all employees after the end of
each fiscal year. Particular attention is paid to each employee's
contribution to the current and future success of the Company along with
their salary level as compared to the market value of personnel with similar
skills. The compensation committee also looks at accomplishments which are
above and beyond management's normal expectations for their position.
The affirmative vote of a majority of the shares of Common Stock of the
Company represented and voting at the Annual Meeting is required for approval
of the increase of Common Shares reserved for issuance pursuant to the 1996
Non-Statutory Stock Option Plan from 500,000 to 1,000,000. The Board of
Directors unanimously approves the proposed amendment to the 1996 Non-
Statutory Stock Option Plan and recommends a vote FOR the proposed amendment
to the 1996 Non-Statutory Stock Option Plan. Proxies solicited by management
will be so voted unless stockholders specify otherwise.
ELECTION OF BOARD OF DIRECTORS
Pursuant to the Bylaws, each Director shall serve until the annual meeting of
the stockholders, or until his successor is elected and qualified. The
Company's basic philosophy mandates the inclusion of directors who will be
representative of management, employees and the minority shareholders of the
Company. Directors may only be removed for "cause". The term of office of
each officer of the Company is at the pleasure of the Company's Board.
The principal executive officers and directors of the Company are as follows:
<TABLE>
Name Position Term(s) of Office
<S> <C> <C>
Dr. Paul F. Bickert, age 52 President, October 18, 1994
Director and to present
Chairman of the Board
Jerome W. Cwiertnia, age 55 Director April 8, 1997
to present
Ronald L. Armstrong, age 65 Vice President/ October 13, 1994
Director to present
</TABLE>
Dr. Paul F. Bickert - Dr. Bickert has been the President and Chairman of the
Board of Directors of Registrant since October 18, 1994, when he was
appointed under the terms of the Plan of Reorganization filed by Registrant
and approved by the U.S. Bankruptcy Court. Since its inception in 1993, he
was the President and Chairman of the Board of Directors of Globus Cellular &
User Protection, Ltd., the Canadian corporation from which Registrant
acquired assets in the bankruptcy reorganization. From 1974 to 1993, Dr.
Bickert was a self-employed private chiropractic practitioner in Canada. He
graduated from the Palmer College of Chiropractic in 1974, with a Doctor of
Chiropractic Degree. Dr. Bickert devotes full time to the business of
Registrant.
Jerome W. Cwiertnia - Mr. Cwiertnia was Executive V. P., Chief Financial
Officer and Director from 1979 to 1989, President, Chief Operating Officer
and Director in 1990 and Chief Executive Officer, President and Director from
1991 to 1995 for National Education Corporation. Mr. Cwiertnia retired in
May 1995. Mr. Cwiertnia graduated in 19 from Northern Illinois
University and is a Certified Public Accountant.
Dr. Ronald L. Armstrong - Dr. Armstrong has been a Director of Registrant
since October 18, 1994, when he was appointed under the terms of the Plan or
Reorganization filed Registrant and approved by the U.S. Bankruptcy Court.
Since its inception in 1993, he was the Vice President and a Director of
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Globus Cellular & User Protection, Ltd., the Canadian corporation from which
Registrant acquired assets in the bankruptcy reorganization. In addition,
since 1971, Dr. Armstrong has been a self-employed private chiropractic
practitioner in Toronto, Ontario, Canada. He graduated from the Canadian
Memorial Chiropractic College in Toronto, Ontario, Canada in 1971, with a
Doctor of Chiropractic Degree. Dr. Armstrong only sits as a Board Member
and is not an employee of the Registrant. Dr. Armstrong will devote his
time on an as-needed basis (not specifically determinable) to the business of
Registrant.
The Board of Directors recommends a vote FOR the election of Dr. Paul
Bickert, Jerome W. Cwiertnia and Dr. Ronald L. Armstrong to the Board of
Directors of the Company. Proxies solicited by management will be so voted
unless stockholders specify otherwise.
The affirmative vote of a majority of the shares of Common Stock of the
Company represented and voting at the Annual Meeting is required for approval
of the above Directors. The Board of Directors unanimously recommends a
vote FOR the re-election of Dr. Paul Bickert and Dr. Ronald L. Armstrong and
the election of Jerome W. Cwiertnia to the Board of Directors of the Company.
Proxies solicited by management will be so voted unless stockholders specify
otherwise.
APPROVAL OF SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors recommends for approval by the Shareholders the
selection of Winter, Sheifley & Associates, P.C. as the independent certified
public accountants of the Company for the fiscal year ending October 31,
1997.
In additional to its principal service of examining the financial statement
of the Company, Winter, Scheifley & Associates, P.C. provided certain non-
audit services for the Company during the preceding fiscal year and such
services were approved by management. In approving the services, management
determined that the nature of the services and the estimated fees to be
charged would have no adverse effect on the independence of the accountants.
Representatives of Winter, Scheifley & Associates, P.C. are expected to be
able via telephone at the Annual Meeting and to have the opportunity to make
a statement should they desire to do so and to be available to respond to
appropriate questions.
The affirmative vote of the holders of a majority of the outstanding shares
of the Company's Common Stock is necessary to approve Winter, Scheifley &
Associates, P.C. as the Company's auditors.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following tables list the Company's stockholders who, to the best of the
Company's knowledge, own of record or, to the Company's knowledge,
beneficially, more than 5% of the Company's outstanding Common Stock; the
total number of shares of the Company's Common Stock beneficially owned by
each Director; and the total number of shares of the Company's Common Stock
beneficially owned by the Directors and elected officers of the Company, as a
group.
<TABLE>
Amount and
Nature
Title of Beneficial % of
Name and Address Class Ownership Class
<S> <C> <C> <C>
Dr. Paul F. Bickert Common 1,126,296 Direct 26%
3200 Watt Road 391,676 Indirect <F1>
Kelowna, B.C., Canada
V1W 3C8
Jerome W. Cwiertnia Common 19,882 .34%
17 Montecito Drive
Corona del Mar, CA 92625
Dr. Ronald L. Armstrong Common 11,183 Direct 1.3%
1005 - 16th Ave., N.W. 73,603 Indirect <F2>
Calgary, Alberta, Canada
T2M 3X8
CEDE & Co. Common 1,561,740 26.8%
P.O. Box 222
Bowling Green Station
New York, NY
Philadep & Co Common 452,255 7.8%
1900 Market Street
Philadelphia, PA
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Bernard D. Penner Common 538,820 Direct 19.1%
157-7841 Hwy. #97 N. 572,255 Indirect <F3>
Winfield, B.C., Canada
All officers and
directors as a Group Common 1,157,361 Direct 28%
465,279 Indirect
<FN>
<F1> These shares are held in the name of Marlene Bickert, wife of Dr.
Bickert, and Dr. Bickert has shared voting rights in and to the shares.
<F2> These shares are held in the name of Nesbitt Burns in trust for Sandra
Armstrong RRSP, wife of Dr. Armstrong, and Dr. Armstrong has shared voting
rights in and to the shares.
<F3> 450,656 of these shares are held in the name of Loretta Penner, wife of
Mr. Penner, and Mr. Penner has shared voting rights in and to the shares.
3,728 of these shares are held in the name of Burns Fry Ltd., in trust for
Loretta Penner, 3GDJNT5, a Canadian retirement account, and Mr. Penner has
shared voting rights in and to the shares. 2,982 of these shares are held in
the name of Burns Fry Ltd., in trust for Bernie Penner #3GDFXT2, a Canadian
retirement account, and Mr. Penner as 100% voting rights in and to the
shares. 488725 B.C. Ltd. is controlled by Mr. Penner and holds 114,889
shares.
</FN>
The Company does not know of any arrangements, the operation of which may, at
a subsequent date, result in a change in control of the Company.
EXECUTIVE COMPENSATION
During fiscal 1996, and as of the date of filing this report, no
compensation has been paid, nor have there been compensation arrangements
or plans, other than what has been indicated below.
On April 1, 1997, the Board of Directors approved the issuance of 842,825
restricted shares of the Company to Dr. Paul F. Bickert as compensation for
salary, Lease of Technology payments and interest owing for 1995 and 1996 and
255,555.56 restricted shares of the Company be issued to Bernie D. Penner for
compensation for salary owing during 1995 and 1996.
On April 2, 1997, the Board of Directors approved the issuance of 333,333
restricted shares of the Company ($.225 per share) to Dr. Paul F. Bickert as
compensation for the period November 1, 1996 to January 31, 1997 and February
1, 1997 to April 30, 1997.
None of the other officers and/or directors receive any compensation for
their services and there are not plans to pay any such compensation in
the near future. All officers and directors are, however, reimbursed
for expenses incurred on behalf of Company. Members of the Board of
Directors are to receive an honorarium of $7,500 US per year, payable in
stock of the Company at 85% of 1/2 of market bid. To date, no remuneration
of any kind has been paid and the first such remuneration is not scheduled
until April 1998.
The Company presently has no other pension, health stock option,
annuity, bonus, insurance, profit-sharing or other similar benefit
plans; however, Company may adopt such plans in the future. There are
presently no personal benefits available for directors, officers or
employees of Company.
There is no plan or arrangement with respect to compensation received or
that may be received by the executive officers in the event of
termination of employment or in the event of a change in responsibilities
following a change in control.
CERTAIN TRANSACTIONS
On January 3, 1994, Company purchased a unit in an office/warehouse
building in Kelowna, B.C., Canada, for its corporate headquarters. The
purchase price of the 1800 sq. ft. unit was $118,000 (Cdn.). In the 2nd
quarter of 1997, the Company sold the office/warehouse to Dr. Bickert for
$127,000 CAN., the appraised value. Dr. Bickert now rents the same space to
the Company for $1,225 CAN. per month.
The President and Chief Executive Officer of the Company, Dr. Paul
Bickert is the inventor of the Company's major product and is the founder
of the Company. Dr. Bickert and his wife jointly are the Company's
largest stockholder.
The Company has an exclusive eight year lease on the cellular phone
user protection technology from Dr. Bickert. The Company possesses the
exclusive right to sublease or sell this technology to others. See Note 5.
During the periods ended October 31, 1996 and 1995, the Company paid $18,800
and $19,088 respectively to patent attorneys for services in
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connection with patent applications filed in behalf of Dr. Bickert for
the above mentioned technology. The sum of these amounts have been
applied to reduce unpaid technology lease obligations due Dr. Bickert, so
therefore, ultimately paid by Dr. Bickert. From November 1, 1996 to date,
for patent applications filed on behalf of Dr. Bickert, payments totaling
$22,354 have been made by the Company. These amounts have been applied to
adjust any outstanding technology lease payments owing to Dr. Bickert at year
end.
During 1996 and 1995 the Company paid $1,694 and $3,024 respectively, to
a company controlled by Mr. Penner, a major shareholder, for improvements to
the Company's plant. The Company believes that such amounts are not in
excess of their fair market value.
Additionally, rent in the amount of $3,110 was paid to Mr. Penner in 1996
for office and warehouse space in connection with the lease.
Dr. Bickert and Mr. Penner had loans to the Company for cash advances
and unpaid salary and technology lease payments totaling $244,636 and
$102,780 at October 31, 1996 and 1995 respectively. These are demand notes
and interest is being accrued at 8.75% per year. Subsequent to October
31, 1996 these individuals agreed to waive payment of the total amounts due
in exchange for the exercise of common stock options previously granted to
them at an exercise price of $.225 per share.
The Company has an agreement with Dr. Paul F. Bickert (its founder, product
inventor, President and Chief Financial Officer, Director and major
stockholder) to pay Dr. Bickert lease of technology payments of $10,000
(US) monthly. This agreement expires in 2002, with an option to renew.
Total payments required under this lease are as follows:
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
1997 120,000
1998 120,000
1999 120,000
2000 120,000
2001 120,000
--------
$600,000
</TABLE>
On January 13, 1995, Company entered into a Marketing & Promotion
Agreement (the "Agreement") with Brahma Capital Corporation, a British
Columbia corporation ("Brahma"), whereby Brahma was engaged to promote and
assist in the sale of the maximum amount of Company's securities under
the private placement offering and any possible subsequent public offering.
The term of the Agreement is for a period of twelve (12) months or until
such time as the private placement offering has been successfully
completed. Under the terms of the Agreement, Brahma shall be
reimbursed for all office, travel and entertainment expenses in
connection with services rendered thereunder. As compensation for its
services, Brahma was to be advanced the sum of $2,500.00 (U.S.) per month,
which sum shall be deducted from the following total commissions earned
by Brahma in connection with its sale of Company's securities under
the terms of the Agreement:
(a) 10% of the gross proceeds received by Company from the sale of
securities under the private placement offering by Brahma; and
(b) 7% of the gross proceeds received by Company from the sale of
securities under any subsequent offering of securities made by
Company.
Upon the successful completion of the private placement offering,
Company paid Brahma the sum of $3,500 (U.S.), which sum represents the
balance of consulting fees due and payable to Brahma for work
performed for Globus Cellular & User Protection Ltd., (Canada) prior to
the reorganization and acquisition of its assets by Company.
Due to lack of performance, the Agreement with Brahma has been terminated
and no further amounts are owing.
Changes in Control. There are no arrangements, known to the Company,
including any pledge by any person of securities of the Company, the
operation of which may at a subsequent date result in a change of control of
the Company.
VOTING AND SOLICITATION OF PROXIES
Stockholders represented by properly executed proxies received by the Company
prior to or at the Meeting and not duly revoked will be voted in accordance
with the instructions thereon. If proxies will be voted in instructions are
indicated thereon, such proxies will be voted in favor of Items 1 through 5
inclusive. Execution of a proxy will not prevent a stockholder from
attending the Meeting and revoking his proxy by voting in person (although
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attendance at the Meeting will not in itself revoke a proxy). Any
stockholder giving a proxy may revoke it at any time before it is voted by
giving to the Company's Secretary/Treasurer written notice bearing a later
date than the proxy, by delivery of a later dated proxy, or by voting in
person at the Meeting. Any written notice revoking a proxy should be sent to
Globus Cellular & User Protection Ltd., 1980 Windsor Road, Kelowna B.C.,
Canada V1Y 4R5.
The Company's Board of Directors does not know of any other matters which
will be presented for consideration at the Meeting. However, if any other
matters which will be presented for consideration at the Meeting. However,
if any other matters are properly presented for action at the Meeting, it is
the intention of the person(s) named in the accompanying Form of Proxy to
vote the shares represented thereby in accordance with their best judgment on
such matters.
All costs relating to the solicitation of proxies made hereby will be borne
by the Company. Proxies may be solicited by officers and directors of the
Company personally, by mail or by telephone or telegraph, and the Company may
pay brokers and other persons holding shares of stock in their names of those
of their nominees for their reasonable expenses in forwarding soliciting
material to their principals.
It is important that proxies be returned promptly. Stockholders who do not
expect to attend the Meeting in person are urged to sign and date the
accompanying Form of Proxy and mail it in a timely fashion so that their vote
can be recorded.
ADDITIONAL INFORMATION
The Company's Annual Report to Shareholders for the fiscal year ended October
31, 1996, including the consolidated financial statements and related notes
thereto, together with the report of the independent auditors and other
information with respect to the Company, accompanies this Proxy Statement.
OTHER MATTERS
The Company is not aware of any other business to be presented at the Annual
Meeting. If matters other than those described herein should properly
arise at the meeting, the proxies will vote on such matters in accordance
with their best judgment.
SHAREHOLDER PROPOSALS
Proposals by Shareholders intended to be presented at the 1998 Annual Meeting
must be received by the Company no later than November 15, 1997.
