SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by 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 Sec. 240.14a-11(c) or Sec. 240.14a-12
WMA INTERNATIONAL CORPORATION
(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 peer 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:
..........................................................................
WMA INTERNATIONAL CORPORATION
NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT
1998<PAGE>
WMA INTERNATIONAL CORPORATION
11351 Johns Creek Parkway
Duluth, Georgia 30097
____________________________________________________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
_____________________________________________________
To the Stockholders of WMA INTERNATIONAL CORPORATION:
The special Meeting of Stockholders of WMA International Corporation
(hereinafter variously referred to as the "Company" or "Registrant") will be
held at the corporate offices of the Company at 11351 Johns Creek Parkway,
Duluth, Georgia, 30097 on Tuesday, March 3, 1998 at 10:00 a.m.
for the following purposes:
1. To amend the Company's Certificate of Incorporation to change the name of
the Company to The WMA Corporation.
2. To transact such other business as may properly come before the meeting,
or any adjournment or adjournments thereof.
Stockholders of record at the close of business on January 30, 1998 will be
entitled to receive notice and to vote at the meeting.
By Order of the Board of Directors
S. Hubert Humphrey, Jr., President
Duluth, Georgia
February 9, 1998
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWNED
ON THE RECORD DATE
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY FORM,
DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS
ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE
COMPANY OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING
YOUR PROXY IMMEDIATELY.<PAGE>
WMA INTERNATIONAL CORPORATION
PROXY STATEMENT
Special Meeting of Stockholders
to be held on Tuesday, March 3, 1998
This Proxy Statement is furnished to the holders of the common stock (the
"Common Stock") of WMA International Corporation (the "Company" or
"Registrant") in connection with the solicitation of proxies by the Board of
Directors of the Company to be voted at a Special Meeting of Stockholders (the
"Meeting") to be held on Tuesday, March 3, 1998 at 10:00 A.M. Eastern Time at
the Company's corporate offices at 11351 Johns Creek Parkway, Duluth, Georgia,
30097, for the purposes set forth in the accompanying Notice of Special Meeting
of Stockholders. It is anticipated that this Proxy Statement will be mailed to
stockholders on or about February 10, 1998.
VOTING PROCEDURE
A proxy card is enclosed. Any stockholder sending in the enclosed proxy has
the power to revoke it at any time before it is exercised. Proxies may be
revoked by: (1) executing a valid proxy bearing a later date; (2) sending
written notice of revocation to the Secretary of the Company; or (3) appearing
at the Meeting and voting in person. When proxies in the accompanying form are
returned properly executed, the shares represented by effective proxies will be
voted according to instructions noted thereon.
Unless otherwise specified, the proxies will be voted in favor of amending the
Certificate of Incorporation to change the name of the Company to The WMA
Corporation. The Board of Directors is not aware at this date of any other
matters which will come before the Meeting. However, should any such other
matters properly come before the Meeting, it is the intention of the persons
named in the enclosed proxy to vote in accordance with their best judgment.
The Company will bear the cost of solicitation of proxies by the Board of
Directors, including the charges and expenses of others for forwarding solicita-
tion materials to beneficial owners of Common Stock. Officers, Directors, and
employees of the Company may solicit proxies by telephone, telegram, facsimile
or personal interview.
A majority of the outstanding shares of Common Stock must be represented in
person or by proxy at the Meeting in order to constitute a quorum for the
transaction of business. The proposal to amend the Company's Certificate of
Incorporation requires for approval the affirmative vote by a majority of the
quorum present in person or by proxy.
Only holders of record of issued and outstanding shares of Common Stock at the
close of business on January 30, 1998 are entitled to notice of, and to vote
at, the Meeting. The number of outstanding shares of Common Stock, the holders
of which are entitled to vote on January 30, 1998 was 2,497,800. Each stock-
holder is entitled to one vote for each share of Common Stock held on the
record date. Stockholders are not entitled to cumulative voting in favor of
Directors.
PROPOSAL 1. AMENDMENT TO
CERTIFICATE OF INCORPORATION
The Board of Directors at its meeting held December 9, 1997 passed a resolution
proposing to amend the Company's Certificate of Incorporation in order to
change the name of the Company to The WMA Corporation and, in accordance with
Delaware law, directed that such proposal be submitted to the stockholders for
their approval. Section 242 of The General Corporation Law of Delaware
requires that all amendments to the Certificate of Incorporation be approved
by the requisite vote of the stockholders.
The Board of Directors believes that the proposed name change is advisable in
that it more accurately reflects the current and intended activities of the
Company and that such change would be in the Company's best interests.
Accordingly, it is proposed that the stockholders of the Company adopt the
following resolution.
RESOLVED, that Article 1. of the Certificate of Incorporation be amended to
read as follows:
1. The name of the corporation is The WMA Corporation.
OTHER BUSINESS
The Board of Directors does not intend to present any business at the Special
Meeting otherthan Proposal No. 1 to amend the Company's Certificate of
Incorporation. The enclosed proxy form confers upon the persons designated to
vote the shares represented thereby discretionary authority to vote such shares
in accordance with their best judgment with respect to all other matters that
may lawfully come before the Special Meeting. As of the date of mailing of
this Proxy Statement, the Board of Directors was not aware of any other matter
that may lawfully be presented for action at the Special Meeting, but the
enclosed proxy confers the same discretionary authority with respect to any
such other matter.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next Annual Meeting
of the Stockholders presently scheduled for Monday, August 10, 1998 must be
received by the Company, for inclusion in its Proxy Statement and form of proxy
relating to that meeting by March 13, 1998. Such proposals should be addressed
to Mr. Thomas W. Montgomery, WMA International Corporation, 11351 Johns Creek
Parkway, Duluth, Georgia, 30097.
STOCKHOLDERS ARE URGED TO DATE, SIGN AND PROMPTLY RETURN THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES. YOUR COOPERATION
WILL BE APPRECIATED.
<PAGE>
WMA INTERNATIONAL CORPORATION
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 3, 1998
The undersigned hereby appoints S. Hubert Humphrey, Jr. and Thomas W.
Montgomery Proxies, each with the power to appoint his or her substitute, and
hereby authorizes them or either of them to represent and to vote, as designat-
ed below, all of the Common Stock of WMA International Corporation, 11351 Johns
Creek Parkway, Duluth, Georgia, 30097, which the undersigned would be entitled
to vote if personally present at the Special Meeting of Stockholders (the
"Meeting") to be held at the corporate offices of the Company, 11351 Johns
Creek Parkway, Duluth, Georgia, on Tuesday, March 3, 1998, at 10:00 a.m., and
at any adjournments thereof, upon the proposal described in the accompanying
Notice of the Special Meeting and the Proxy Statement relating to the Meeting,
receipt of which is hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL
PROPOSAL 1: To authorize the amendment of the Company's Certificate of
Incorporation to change the name of the Company to The WMA Corporation.
FOR AGAINST ABSTAIN
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS
WHICH MAY COME BEFORE THE SPECIAL MEETING.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION TO THE
CONTRARY
IS INDICATED, IT WILL BE VOTED FOR THE PROPOSAL.
If stock is held in the name of more than one person, all holders should
sign. Signatures should correspond exactly with the name or names appearing on
the stock certificate(s). When signing as attorney, 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.
Dated: , 1998
(Be sure to date your Proxy)
Number of Shares Owned:
Name(s) of Stockholder(s)
Signature(s) of Stockholder(s)
PLEASE MARK, DATE, AND SIGN THIS PROXY, AND RETURN IT IN THE
ENCLOSED, RETURN-ADDRESSED ENVELOPE. NO POSTAGE IS NECESSARY.
