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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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Plenum Communications, Inc.
(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)(1) 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:
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(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.
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[ ] 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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PLENUM COMMUNICATIONS, INC.
AUGUST 2, 1999
Dear Shareholder:
You are invited to attend a Special Meeting of shareholders of Plenum
Communications, Inc. ("Company") which will be held at the Company offices
located at 1235 N. Post St., Spokane, Washington on Friday, August 20,
1999, beginning at 10:00 a.m. local time.
At the Special Meeting, the Company will ask the shareholders to approve
and adopt an amendment to the Company's Articles of Incorporation to change the
name of the Company from Plenum Communications, Inc. to LION Inc.
Whether or not you plan to attend the Special Meeting, you are requested
to promptly complete, sign, date and return the enclosed proxy. This will ensure
your representation at the Special Meeting. If you decide to attend the Special
Meeting and wish to change your proxy vote, you may do so by voting in person at
the Special Meeting.
Sincerely,
PLENUM COMMUNICATIONS, INC.
ALLEN C. RINGER
President and Chief Executive Officer
YOUR VOTE IS IMPORTANT
In order to assure your representation at the meeting, you are requested to
complete, sign and date the enclosed proxy as promptly as possible and return it
in the enclosed envelope (no postage required if mailed in the United States).
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PLENUM COMMUNICATIONS, INC.
3003 - 80TH AVENUE S.E.
MERCER ISLAND, WA 98040
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, AUGUST 20, 1999
The special meeting of shareholders ("Special Meeting") of Plenum
Communications, Inc. ("Company") will be held at the Company offices located at
1235 N. Post St., Spokane, Washington on Friday, August 20, 1999,
beginning at 10:00 a.m. local time. At the meeting, shareholders will act on the
following matter:
1) To authorize the amendment of the Company's Articles of Incorporation to
change the name of the Company from Plenum Communications, Inc. to LION
Inc.;
Shareholders of record at the close of business on July 30, 1999 are
entitled to notice of and to vote at the meeting or any postponement or
adjournment.
By order of the Board of Directors
L.O. Falk
Secretary
Mercer Island, Washington
August 2, 1999
IMPORTANT NOTICE
Whether or not you plan to attend the meeting in person, please complete, sign,
date, and return the accompanying proxy in the enclosed envelope. Your proxy may
be revoked at any time prior to the Special Meeting. If you decide to attend the
Special Meeting and wish to change your proxy vote, you may do so by voting in
person at the Special Meeting.
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PLENUM COMMUNICATIONS, INC.
PROXY STATEMENT
GENERAL INFORMATION
Your proxy, using the enclosed form, is solicited by the Board of
Directors of Plenum Communications, Inc. ("Company") for the Special Meeting of
Shareholders ("Special Meeting") to be held at 10:00 a.m. on Friday, August 20,
1999, at the Company offices located at 1235 N. Post St., Spokane,
Washington, and at any adjournment or postponement of the Special Meeting.
Management anticipates that the mailing to shareholders of this proxy statement
and enclosed proxy will occur on or about August 2, 1999.
PURPOSE OF MEETING
The only proposal to be considered and acted upon at the Special Meeting
is to authorize the amendment of the Company's Articles of Incorporation to
change the name of the Company from Plenum Communications, Inc. to LION Inc. The
proposal is described in more detail in this Proxy Statement.
VOTING RIGHTS
The Company's common stock is the only type of security entitled to vote
at the Special Meeting. Only shareholders of record at the close of business on
July 30, 1999 ("Record Date") are entitled to receive notice of the Special
Meeting and to vote the shares they hold at the Special Meeting or at any
adjournment or postponement. As of the Record Date, there were 26,754,053
shares of common stock outstanding, each share entitled to one vote on each
matter to be voted upon.
The presence at the meeting, either in person or by proxy, of the
holders of forty percent (40%) of the shares of common stock outstanding on the
record date will constitute a quorum, permitting the transaction of business at
the Special Meeting. Proxies received but marked as abstentions and broker
non-votes will be included in the calculation of the number of shares considered
to be present at the Special Meeting. The affirmative vote by holders of a
majority of the shares present and entitled to vote will be required to approve
the name change proposal. Abstentions will have the effect of votes against
approval, while broker non-votes arising from the absence of authorization by
the beneficial owner will have no effect on the vote.
Whether or not you are able to attend the meeting in person, you are
urged to complete, sign, date, and return the accompanying proxy in the enclosed
envelope. Your proxy is solicited by the Company's Board of Directors and when
properly completed, will be voted at the Special Meeting in accordance with your
instructions. Proxies which are executed but do not specify a vote for, against,
or in abstention, will be voted FOR the name change proposal contained in this
Proxy Statement. There are no other matters scheduled to come before the Special
Meeting. A properly executed proxy marked
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"ABSTAIN" with respect to any matter will not be voted, although it will be
counted for purposes of determining the number of votes cast. Accordingly, an
abstention will have the effect of a negative vote.
Your proxy may be revoked or changed at any time prior to the Special
Meeting. You may do this by advising the Secretary of the Company in writing of
your desire to revoke your proxy, or by sending the Secretary another signed
proxy with a later date before the beginning of the Special Meeting. If you
decide to attend the Special Meeting and wish to change your proxy vote, you may
do so by voting in person.
OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the beneficial
ownership as of December 31, 1998, of the Company's common stock by (a) each
person known by the Company to be a beneficial owner of more than five percent
of the outstanding common stock of the Company, (b) each director of the
Company, and (c) all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Shares
Name and Address(1) Beneficially Percentage
Of Beneficial Owner Owned(2) of Shares(12)
- ------------------- ------------ ----------
<S> <C> <C>
Allen C. Ringer 3,680,529(3) 12.9%
Sam Ringer 2,831,974(4) 10.0%
Joe Ringer 2,832,535(5) 10.0%
Billy Anders, Sr 2,340,242(6) 8.3%
Alan S. Dernbach 332,000(7) 1.2%
John A. McMillan 290,000(8) 1.1%
Kurt Springman 129,600(9) *
Jacob L. Smith 80,000(10) *
Larry H. Dale 150,000(11) *
J.C. Marshall 0 *
All Officers and Directors 12,691,880 38.2%
As a Group (9 persons)
</TABLE>
- ----------
* Less than one percent.
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(1) Except as noted below, the business address of Mr. Ringer and all other
directors and executive officers is 3003 - 80th Ave. S.E., Mercer Island, WA
98040.
(2) Pursuant to applicable rules of the Securities and Exchange Commission,
"beneficial ownership" as used in this table means the sole or shared power to
vote shares (voting power) or the sole or shared power to dispose of shares
(investment power). Unless otherwise indicated the named individual has sole
voting and investment power with respect to the shares shown as beneficially
owned. In addition, a person is deemed the beneficial owner of those securities
not outstanding which are subject to options, warrants, rights or conversion
privileges if that person has the right to acquire beneficial ownership within
sixty days.
(3) Includes 1,000,000 shares underlying stock options granted but not yet
exercised. Mr. Ringer is deemed the beneficially owner of the 1,927,529 shares
of the Company's stock beneficially owned by American Management and Consulting
Inc. because of his power to vote and dispose of those shares. Excludes 632,278
shares beneficially owned by Dutchman Irrevocable Trust, of which his wife,
Marilyn K. Ringer, is trustee, and 10,000 shares underlying stock options owned
by his wife, as to which Mr. Ringer disclaims beneficial ownership.
(4) Includes 1,000,000 shares underlying stock options and 414,888 shares
underlying warrants granted but not yet exercised.
(5) Includes 1,000,000 shares underlying stock options and 416,568 shares
underlying warrants granted but not yet exercised.
(6) Includes 1,000,000 shares underlying stock options and 396,140 shares
underlying warrants granted but not yet exercised. The address of Mr. Anders is
2010 S. Overbluff Ct., Spokane, WA 99203.
(7) Includes 65,000 shares underlying stock options and 40,000 shares underlying
warrants granted but not yet exercised.
(8) Includes 50,000 shares underlying stock options and 120,000 shares
underlying warrants granted but not yet exercised. The address of Mr. McMillan
is 500 Pine Street, Seattle, WA 98101.
(9) Includes 15,000 shares underlying stock options and 30,000 shares underlying
warrants granted but not yet exercised.
(10) Includes 65,000 shares underlying stock options granted but not yet
exercised. The address of Mr. Smith is 3800 Ft. Bellingham Rd., Bellingham, WA
98225.
(11) Includes 50,000 shares underlying stock options and 50,000 shares
underlying warrants granted but not yet exercised. The address of Mr. Dale is
2521 Juniper Court, Golden, Colorado 80401.
(12) Percentage of beneficial ownership is based upon 26,754,053 shares of
common stock outstanding as of the Record Date.
PROPOSAL NO. 1
AMENDMENT OF ARTICLES
APPROVAL AND ADOPTION OF AN AMENDMENT OF THE COMPANY'S ARTICLES OF
INCORPORATION TO EFFECT A NAME CHANGE TO "LION INC."
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The Company's management has recommended and the Board of Directors has
determined that it is advisable and for the benefit of the Company to amend its
Articles of Incorporation to change the name of the corporation from Plenum
Communications, Inc. to "LION Inc.," and has voted to recommend this amendment
to the Company's shareholders for adoption. The Board believes that the mortgage
industry recognizes the name "LION" as the principal identifier of the Company's
services and that the Company's best interests are served by conducting its
operations under one name. The Board believes that this amendment will
strengthen the Company's name recognition and better reflect the nature of the
Company's business. If the name change is approved, the Company intends to
change its OTC Bulletin Board stock symbol from "PLNM" to "LINC."
The proposed amendment to change the Company's name to "LION Inc." would
become effective upon the filing of a Certificate of Amendment with the
Secretary of State of Minnesota, which would be made shortly following the
adoption of the amendment at the meeting.
If the proposed amendment is approved, Article I of the current Restated
Articles of Incorporation would be deleted in its entirety and replaced by the
following:
ARTICLE I.
NAME
1.1 The name of the Corporation shall be LION Inc.
Approval of this amendment requires the affirmative vote of a majority
of the outstanding shares of common stock present and entitled to vote at the
meeting. Shareholder approval of this proposal is required under the Minnesota
Business Corporation Act. Shareholders of the Company will have no dissenters or
appraisal rights under Minnesota law or under the Company's Articles of
Incorporation or Bylaws in connection with the name change amendment. If the
shareholders do not approve this proposal, then the Company's name will remain
the same.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends a vote FOR the proposal above to amend
the Articles of Incorporation.
SOLICITATION OF PROXIES
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing, and mailing of this Proxy Statement, the proxy,
and any additional solicitation material furnished to shareholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to the beneficial owners.
The Company has not retained a
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proxy solicitor in conjunction with the Special Meeting. Proxies may be
solicited without extra compensation by officers and employees of the Company by
telephone, fax or personally.
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OTHER MATTERS
The Board of Directors knows of no other matters that will come before
the Special Meeting, but if any are properly presented at the Special Meeting,
or any adjournments or postponements, the persons named in the enclosed proxy
will vote the proxy and act according to their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
____________________________________
L.O. FALK
Secretary
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PROXY
PLENUM COMMUNICATIONS, INC.
SPECIAL MEETING OF SHAREHOLDERS, AUGUST 20, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
PLENUM COMMUNICATIONS, INC.
THE UNDERSIGNED (SEE REVERSE SIDE OF THIS PROXY) REVOKES ALL PREVIOUS PROXIES,
ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE SHAREHOLDERS MEETING TO BE HELD AUGUST
20, 1999 AND THE PROXY STATEMENT, AND APPOINTS ALLEN C. RINGER AND BILLY ANDERS,
SR. OR EITHER OF THEM THE PROXY OF THE UNDERSIGNED, WITH FULL POWER OF
SUBSTITUTION, TO VOTE ALL SHARES OF COMMON STOCK OF PLENUM COMMUNICATIONS, INC.
THAT THE UNDERSIGNED IS ENTITLED TO VOTE, EITHER ON HIS OR HER OWN BEHALF OR ON
BEHALF OF AN ENTITY OR ENTITIES, AT THE SPECIAL MEETING OF SHAREHOLDERS OF THE
COMPANY TO BE HELD AT THE COMPANY OFFICES LOCATED AT 1235 N. POST ST., SPOKANE,
WASHINGTON ON FRIDAY, AUGUST 20, 1999, AT 10:00 A.M. LOCAL TIME, AND AT ANY
ADJOURNMENT OR POSTPONEMENT THEREOF, WITH THE SAME FORCE AND EFFECT AS THE
UNDERSIGNED MIGHT OR COULD DO IF PERSONALLY PRESENT. THE SHARES REPRESENTED BY
THIS PROXY ARE AS OF JULY 30, 1999, AND SHALL BE VOTED IN THE MANNER SET FORTH
BELOW:
1. TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE
THE NAME OF THE COMPANY FROM PLENUM COMMUNICATIONS, INC. TO "LION INC.";
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE SHARES REPRESENTED BY THIS PROXY MAY BE VOTED ON THE ABOVE ITEMS BY MARKING
AN "X" IN THE SPACE PROVIDED FOR THAT PURPOSE. UNLESS OTHERWISE SPECIFIED, THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED FOR PROPOSAL 1 (SEE NOTES TO THIS
PROXY ON REVERSE SIDE).
DATED _______________________, 1999 DATED _______________________, 1999
_____________________________ _____________________________
SIGNATURE SIGNATURE
PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS HEREON. IF ACTING AS ATTORNEY,
EXECUTOR, TRUSTEE, OR IN OTHER REPRESENTATIVE CAPACITY, SIGN NAME AND TITLE.
<PAGE> 12
PLENUM COMMUNICATIONS, INC.
SPECIAL MEETING TO BE HELD ON AUGUST 20, 1999 AT 10:00 A.M.
FOR HOLDERS AS OF JULY 30, 1999
NOTES
1. The shares represented by this proxy will be voted or withheld from voting at
the Special Meeting as requested by a shareholder or proxyholder (provided the
instructions are certain). If the shareholder (or an intermediary holding shares
on behalf of an unregistered shareholder) has specified a choice with respect to
any of the items herein by marking an "X" in the space provided for that
purpose, the shares will be voted in accordance with that choice. If no choice
is specified, the proxyholder, if one proposed by management, intends to vote
the shares as if the shareholder had specified an affirmative vote. If any
amendments or variations to matters identified in the Notice of Meeting are
proposed at the meeting or if any other matters properly come before the
meeting, discretionary authority is hereby conferred with respect thereto.
2. This Proxy will not be valid unless it is dated and signed by the
shareholder, by his or her attorney authorized in writing or by the
intermediary. In the case of a corporation, this Proxy must be signed under its
full corporate name by a duly authorized officer or person.
3. To be effective, the Proxy together with the power of attorney or other
authority, if any, under which it was signed must be received by the Company
prior to Special Meeting.
YOUR NAME AND ADDRESS ARE SHOWN AS REGISTERED - PLEASE NOTIFY THE COMPANY OF ANY
CHANGE IN YOUR ADDRESS.
[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW
