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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:
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[ ] 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
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The WMA Corporation
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(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:
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THE WMA CORPORATION
11315 JOHNS CREEK PARKWAY
DULUTH, GEORGIA 30097
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
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To the Stockholders of THE WMA CORPORATION:
A Special Meeting of Stockholders of The WMA Corporation (hereinafter
referred to as the "Company") will be held at the executive offices of the
Company at 11315 Johns Creek Parkway, Duluth, Georgia 30097, on Friday, June 4,
1999 at 10:00 a.m., Eastern Standard Time, for the following purposes:
1. To approve an amendment to the Certificate of Incorporation to
create a new class of preferred stock and to increase the number of
authorized shares of common stock.
2. To transact such other business as may properly come before the
Special Meeting or any adjournment.
The Company's Board of Directors has fixed Friday, April 30, 1999 as the
record date for the Special Meeting. Holders of record of the Company's common
stock at the close of business on that date are entitled to receive notice of
and to vote at the Special Meeting or any adjournment. A list of such
stockholders will be open for examination by any stockholder at the Special
Meeting.
By Order of the Board of Directors
/s/ S. Hubert Humphrey, Jr.
S. Hubert Humphrey, Jr.
President
May 18, 1999
YOUR VOTE IS IMPORTANT. PLEASE VOTE BY SIGNING AND RETURNING THE
ACCOMPANYING PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. If you
plan to attend the meeting, please check the box on the proxy card. If you do
attend, you may vote by ballot at the meeting, thereby canceling any proxy
previously given.
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DEFINITIVE
THE WMA CORPORATION
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PROXY STATEMENT
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SPECIAL MEETING OF STOCKHOLDER
TO BE HELD ON FRIDAY, JUNE 4, 1999
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors of The WMA Corporation (the "Company" or
"Registrant") for use at a Special Meeting of Stockholders, to be held on
Friday, June 4, 1999 at 10:00 a.m. Eastern Daylight Time at the executive
offices of the Company at 11315 Johns Creek Parkway, Duluth, Georgia 30097, for
the purposes set forth in the accompanying Notice of Special Meeting of
Stockholders. Stockholders of record at the close of business on Friday, April
30, 1999 will be entitled to receive notice of and vote at the meeting. Each
share of stock is entitled to one vote. Shares represented by executed and
unrevoked proxies will be voted in accordance with the specifications made
thereon. If the enclosed form of proxy is executed and returned, it nevertheless
may be revoked by giving another proxy or by letter or telegram directed to the
Company. Any revocation must show the stockholder's name and account number and
must be received prior to the meeting to be effective. In addition, a
stockholder attending the meeting in person, who wishes to do so, may vote by
ballot at the meeting thereby canceling any proxy previously given. The
outstanding voting securities of the Company on April 30, 1999 consisted of
2,495,010 shares of common stock of the Company ("Common Stock"), each share
being entitled to one vote. The Company expects to mail this proxy statement to
stockholders on or about May 18, 1999.
Only stockholders of record at the close of business on April 30, 1999 will
be entitled to notice of and to vote at the Special Meeting. A majority of the
shares entitled to vote at the Special Meeting, present in person or represented
by proxy, shall constitute a quorum at said meeting. The proposal to approve the
amendment to the Company's Certificate of Incorporation to increase the number
of authorized shares of Common Stock and to authorize preferred stock requires
an affirmative vote of a majority of the shares entitled to vote at the Special
Meeting. To the Company's knowledge, three stockholders beneficially owned 5% or
more of the Company's outstanding Common Stock on April 30, 1999.
All of the Directors, Director Nominees and officers of the Company, who
collectively, beneficially own 36.7% of the outstanding Common Stock of the
Company have indicated that they intend to vote their shares FOR the Proposals
contained in this Proxy Statement.
PROPOSAL 1.
TO APPROVE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CREATE TWO CLASSES OF CAPITAL STOCK: COMMON AND PREFERRED,
AND TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company currently is authorized by its Certificate of Incorporation to
issue only common stock. The Board of Directors recommends amending the
Company's Certificate of Incorporation to:
- create two classes of capital stock: common stock having a par value of
$.001 per share and preferred stock having a par value of $2.00 per share
- increase the number of authorized shares of Common Stock from 10,000,000
to 50,000,000 and authorize the issuance of 10,000,000 shares of
preferred stock, and
- provide for the issuance of preferred stock in series and authorize the
Board of Directors to fix, from time to time, the number, designation,
powers, preferences and rights of the shares in each series.
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On April 30, 1999, 2,495,010 shares of Common Stock were issued and
outstanding. Only 10,000,000 shares of Common Stock are presently authorized to
be issued under the Company's Certificate of Incorporation.
If the proposed amendment to the Company's Certificate of Incorporation is
approved by the stockholders, the Company anticipates selling a series of the
newly authorized preferred stock to accredited investors and selling shares of
Common Stock to institutional investors in proposed private placements to be
made later this year pursuant to Regulation D (the terms of such offerings,
including the price, rights, powers and preferences of which have not yet been
determined).
The Board of Directors believes that the proposed amendment is desirable so
that, as the need may arise, the Company will have the maximum financial
flexibility to issue shares of Common Stock and preferred stock in connection
with its growing capital needs and future opportunities for expanding its
reinsurance capacity and other investments or acquisitions, possible stock
dividends, management incentive programs, employee benefit programs, and for
other purposes, without the expense and delay of a calling a special
stockholders' meeting. Authorizing the Board of Directors to issue preferred
stock in series and to fix the designation, powers, preferences and rights of
shares in each series allows the Board, in its discretion, to tailor the terms
of any series of preferred stock to fit the particular needs of the Company at
the time of the stock's issuance. In other words, each series may differ
substantially from the others with respect to rights regarding dividends,
voting, convertibility, preferences upon liquidation, and redemption.
Preferred stock will have preference over the rights of Common Stock as to
the payment of dividends and the assets of the Company upon liquidation or
dissolution. The Board of Directors may, in its sole discretion, determine
whether any of the preferred stock will be entitled to vote, under what
circumstances and to what extent. The Board of Directors may also determine that
a series of preferred stock may be called for redemption by the Company and set
the terms and conditions under which the preferred stock may be called for
redemption. Granting the Board of Directors this authority, which some refer to
as 'blank check authority,' provides the Company with maximum flexibility to
respond quickly to a given circumstance without having to resort to obtaining
stockholder approval each time it wishes to issue preferred stock.
Authorized but unissued shares of the Company's Common Stock and the new
preferred stock, if authorized, may be issued at such time, for such purposes
and for such consideration as the Board of Directors may determine to be
appropriate without further authority from the Company's stockholders, except as
otherwise required by applicable law or stock exchange policies. While the Board
of Directors has no present intention of doing so, the Company's authorized but
unissued Common Stock and/or preferred stock could be issued in one or more
transactions which could delay or prevent a change in control of the Company by
making it more difficult or costly to do so. Depending upon the particular
features of a series of preferred stock, its issuance could also make the
removal of the Company's management more difficult, or result in restrictions
upon the payment of dividends and other distributions to the holders of Common
Stock. Issuing additional shares of stock would also have the effect of diluting
the stock ownership of persons seeking to obtain control of the Company. Some
companies have issued rights to purchase their Common Stock and/or preferred
stock, with such rights having terms designed to encourage, in certain potential
acquisitions, the potential acquirer to begin negotiations with the company's
board of directors. The authorized but unissued shares of Common Stock and/or
preferred stock would be available for use in connection with the issuance of
such rights. The proposed amendment to the Certificate of Incorporation is not
being recommended in response to any specific effort of which the Company is
aware to obtain control of the Company, nor is the Board of Directors currently
proposing to stockholders any anti-takeover measures.
The adoption of the proposed amendment of the Certificate of Incorporation
will require the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Special Meeting. Any
shares not voted (whether by abstention, broker non-vote, or otherwise) will
have the effect of a negative vote.
THE BOARD OF DIRECTORS BELIEVES THE PROPOSED AMENDMENT TO BE IN THE BEST
INTERESTS OF THE COMPANY AND RECOMMENDS A VOTE FOR THE ADOPTION OF THE PROPOSED
AMENDMENT TO THE COMPANY'S CERTIFICATE OF
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INCORPORATION. THOSE DIRECTORS AND OFFICERS OF THE COMPANY, WHO COLLECTIVELY OWN
BENEFICIALLY 36.7% OF THE OUTSTANDING COMMON STOCK HAVE INDICATED THEY WILL VOTE
THEIR SHARES FOR THE PROPOSED AMENDMENT.
STOCK OPTIONS AND WARRANTS
In 1998, the Company's Board of Directors authorized: (i) a stock option
plan (the 'Plan') for directors, officers and employees of the Company which
contemplated the issuance of up to 900,000 shares of Common Stock upon the
exercise of options granted under the Plan; and (ii) the issuance of warrants to
purchase up to 600,000 shares of Common Stock principally to key management
employees of World Marketing Alliance, Inc., an insurance marketing company,
substantially all of the capital stock of which is owned by Mr. Humphrey. The
Plan and the issuance of warrants were subject to ratification by the
stockholders of the Company. The Board of Directors also required that options
granted under the Plan and the warrants not become exercisable unless the
Company raised new capital by March 31, 1999. No new capital was raised by the
Company by March 31, 1999, as required, nor was stockholder approval of the Plan
and the warrants solicited or sought. Therefore, the Plan, the options issued
thereunder and the warrants have become invalid and of no further legal force or
effect.
PROPOSAL 2.
DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS
The Company does not now intend to bring before the Special Meeting any
matters other than those proposals disclosed in the notice of the meeting.
Should any other matter be properly brought before the meeting requiring a vote
of the stockholders arise, the proxies in the enclosed form confer upon the
person or persons entitled to vote the shares represented by such proxies
discretionary authority to vote such shares in respect of any such other matter
in accordance with their best judgment.
The Company will bear the cost of soliciting proxies. In addition to the
use of the mails, proxies may be solicited personally, by telephone or by
telegraph, and the Company may pay persons holding stock in their names or those
of their nominees for their expenses in sending soliciting materials to their
principals.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next Annual
Meeting of the Stockholders of the Company, presently scheduled to be held on
August 9, 1999, must be received by the Company within a reasonable time before
the Company begins to print and mail its proxy solicitation materials for such
meeting in order for such proposals to be included in its Proxy Statement and
form of proxy relating to its 1999 Annual Meeting of Stockholders. Such
proposals should be addressed to Mr. Thomas W. Montgomery, The WMA Corporation,
11315 Johns Creek Parkway, Duluth, Georgia 30097.
A COPY OF THE COMPANY'S 1998 ANNUAL REPORT ON FORM 10-KSB WILL BE PROVIDED
WITHOUT CHARGE (EXCEPT FOR EXHIBITS) UPON WRITTEN REQUEST OF THE SECRETARY OF
THE COMPANY, 11315 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.
By Order of the Board of Directors
Thomas W. Montgomery
Secretary
May 18, 1999
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WHEN PROXY IS OKAYED PLEASE SIGN
& DATE IT ABOVE
THE WMA CORPORATION
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 1999
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 designated
on the reverse side, all of the Common Stock of the WMA Corporation, which the
undersigned would be entitled to vote if personally present at the Special
Meeting of Stockholders (the "Meeting") to be held at the offices of the
Company, 11315 Johns Creek Parkway, Duluth, Georgia 30097 on Friday, June 4,
1999, at 10:00 a.m., Eastern Daylight Savings Time, and at any adjournments
thereof, upon the proposals described in the accompanying Notice of the Special
Meeting and the Proxy Statement relating to the Meeting, receipt of which is
hereby acknowledged.
Please check the box if you intend to attend the Special Meeting. [ ]
(CONTINUED ON REVERSE SIDE)
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Please Detach and Mail in the Envelope Provided
A [X] Please mark your
votes as in this
example.
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FOR AGAINST ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS To approve an amendment to the Certificate of [ ] [ ] [ ]
A VOTE FOR THE PROPOSAL incorporation to create two classes of capital
stock: common and preferred, to increase the
number of authorized shares of Common Stock to
50,000,000 shares and authorize 10,000,000 shares of Preferred Stock
having a par value of $2.00 per share.
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER
MATTERS WHICH MAY PROPERLY 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.
PLEASE MARK, DATE AND SIGN THIS PROXY, AND RETURN IT IN THE ENCLOSED,
RETURN-ADDRESSED ENVELOPE. NO POSTAGE NECESSARY.
PLEASE RETURN PROXY AS SOON AS POSSIBLE.
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Signature(s) of Stockholder(s)__________________________
Name(s) of Stockholder(s) _______________________ Dated: ___________,1999
(Be sure to date your Proxy)
Note: 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. When signing as attorney, executor, administrator,
transferee, or guardian, please give full title as such. If a corporation,
please sign in full corporate name by President's other authorized officer. If
a partnership, please sign in partnership name by authorized person.
