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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for the Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
PRIME HOLDINGS AND INVESTMENTS, INC.
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[X] No fee required.
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2. Aggregate number of securities to which transaction applies:
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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,
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PRIME HOLDINGS AND INVESTMENTS, INC.
521 FIFTH AVENUE
SUITE 1700
NEW YORK, NY
(212)292-4258
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 17, 2003
To the Stockholders of
PRIME HOLDINGS AND INVESTMENTS, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of PRIME HOLDINGS AND INVESTMENTS INC. (the "Company") will be
held at the Company's New York office, 521 Fifth Avenue, Suite 1700, New York,
NY , on Friday, May 9, 2003 at 10:00 a.m. (New York time) for the following
purposes:
1. To elect the directors of the Company, all of whom shall hold office
until the next annual meeting of stockholders and until their
successors are elected and qualified;
2. To consider and vote upon a proposal to ratify the appointment of
Evancic Perrault Robertson, Certified General Accounts, of British
Columbia, Canada as the Company's independent auditors for the fiscal
year ending December 31, 2003;
3. To transact such other business as may properly come before the meeting.
By Order of the Board of Directors
GIOVANNI IACHELLI, Secretary
ONLY STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON MARCH 24, 2003 WILL BE
ENTITLED TO NOTICE OF OR TO VOTE AT THE MEETING, OR ANY ADJOURNMENT THEREOF.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE A QUORUM,
AS WELL AS YOUR REPRESENTATION, AT THE MEETING. EVEN IF YOU HAVE GIVEN YOUR
PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE,
HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
PRIME HOLDINGS AND INVESTMENTS, INC.
MANAGEMENT PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS, MAY 9, 2003
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Prime Holdings and Investments, Inc.
(the "Company") for use at the Annual Meeting of the Stockholders of the Company
to be held at the Company's New York office, 521 Fifth Avenue, Suite 1700, New
York, NY, on May 9, 2003, at 10:00 a.m. New York time, or at any adjournment
thereof (the "Annual Meeting"). Proxy material is being mailed beginning on or
about April 18, 2003 to the Company's stockholders of record on the record date.
The total number of shares of the Common Stock outstanding and entitled to vote
on March 24, 2003 was 8,351,077 after giving effect to a 1 for 6.5 reverse stock
split which took effect on March 28, 2003.
The purposes of the Annual Meeting are: (1) to elect directors, (2) to
consider and vote upon a proposal to ratify the appointment of Evancic Perrault
Robertson, Certified General Accounts, of British Columbia, Canada as the
Company's independent auditors for the fiscal year ending December 31, 2003, (3)
to transact such other business as may properly come before the meeting and at
any adjournment thereof.
PROPOSALS SUBMITTED FOR STOCKHOLDER VOTE
PROPOSAL 1: ELECTION OF DIRECTORS.
At the Annual Meeting, two directors are to be elected by the holders
of the Company's common stock. Each director elected shall hold office until the
next annual meeting of stockholders and until his successor is elected and
qualified. Unless otherwise specified in the proxy, the shares represented by
the proxy hereby solicited will be voted for the persons named below, by the
persons designated as proxies, both of whom are now directors of the Company.
Should either of these nominees become unable to accept nomination or election
(which is not anticipated), it is the intention of the persons designated as
proxies to vote for the election of the remaining nominees named and for such
substitute nominees as the management may recommend.
The nominees for election by the holders of the common stock are: John
Visendi and Giovanni Iachelli.
Directors are elected by a plurality of shares of common stock
represented at the Annual Meeting.
INFORMATION WITH RESPECT TO NOMINEES
Information with respect to each nominee is set forth below. Additional
information with respect to officers, directors and the major stockholder of the
Company, including their percentage ownership in the Company's voting stock, is
set forth on pages eight and nine.
GIOVANNI M. IACHELLI, has served as our President and a director since October
1, 2001 and as Secretary since January 2003. Mr. Iachelli manages the
operational business and strategic direction of Prime and S.I.T.I. Mr. Iachelli
has spent over 15 years in senior positions with North American and United
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Kingdom-based telecommunications companies with operations in Italy, China, and
Europe. From 1999 to October 2001, Mr. Iachelli was owner and director of
Iachelli & Associates, a business consulting firm specializing in mergers and
acquisitions in North America and China, on behalf of Telecom Group Italy. From
1998 to 1999, Mr. Iachelli served as Merger and Acquisitions Manager, Italian
Market, for Primus Telecom Corp., United Kingdom..
JOHN G. VISENDI, has served as a director of Prime since October 1, 2001 and as
our Chief Executive Officer and Treasurer since January 2003. Prior to his
appointment, Mr. Visendi spent over 15 years in executive positions with
investment banking groups in Europe and Japan. From May 2000, to June 2001, Mr.
Visendi was President of Pergarex SA, a Switzerland-based investment banking
company and controlling shareholder of Prime. From 1995 to date, Mr. Visendi has
held the position of Chief Executive Officer of Societa Italiana
Telecommunicazioni Integrate, SpA, (S.I.T.I.), a wholly owned subsidiary of
Prime. Since 1998, Mr. Visendi has been General Manager of JHT Lehmann & Co., of
London, England, and is responsible for merchant banking activities in Italy and
Southern Europe. From 1990 to 1997, Mr. Visendi held the position of Central
Director, Southern Europe and the Middle East, for Tushimi Merchant Bank, Tokyo,
Japan. Mr. Visendi is exposed to a number of investment and acquisition
opportunities each year and has broad abilities to perform traditional merchant
banking functions such as deal selection and origination, due diligence,
valuation and deal structuring.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
In the last fiscal year the board of directors did not hold any
regularly scheduled meetings or special meetings. All actions by the board of
directors were taken by unanimous written consent.
The Company does not currently have a compensation committee or an
audit committee of its board of directors. The board of directors intends to
appoint an independent audit committee which would recommend to the board of
directors the engagement of the independent auditors of the Company and review
with the independent auditors the scope and results of the Company's audits, the
professional services furnished by the independent auditors to the Company and
the Company's internal accounting controls. The Company does not have a special
nominating or other committee charged with the search for and recommendation to
the board of potential nominees for board positions. This function is performed
by the board, which considers all recommendations for potential nominees.
PROPOSAL 2: APPOINTMENT OF EVANCIC PERRAULT ROBERTSON, CERTIFIED GENERAL
ACCOUNTS, OF BRITISH COLUMBIA, CANADA AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2003.
The board of directors has selected Evancic Perrault Robertson, as the
Company's independent auditors for the fiscal year ending December 31, 2003, and
has further directed that management submit the selection of independent
auditors for ratification by the stockholders at the Annual Meeting. Evancic
Perrault Robertson has audited the Company's financial statements for the fiscal
years ended December
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31, 2002 and 2001. Representatives of Evancic Perrault Robertson are expected to
be available via conference telephone at the Annual Meeting to respond to
appropriate questions.
Stockholder ratification of the selection of Evancic Perrault Robertson
as the Company's independent auditors is not required by the Company's By-laws
or otherwise. However, the Board is submitting the selection of Evancic Perrault
Robertson to the stockholders for ratification as a matter of good corporate
practice. If the stockholders fail to ratify the selection, the Board will
reconsider whether or not to retain that firm. Even if the selection is
ratified, the Audit Committee and the Board in their discretion may direct the
appointment of different independent auditors at any time during the year if
they determine that such a change would be in the best interests of the Company
and its stockholders.
The Board of Directors recommends a vote "For" this proposal to ratify
the appointment of Evancic Perrault Robertson as the Company's independent
auditors for the fiscal year ending December 31, 2003.
The favorable vote of the holders of a majority of (i) the voting
rights assigned to shares of preferred stock, plus (ii) the number of shares of
common stock represented at the meeting is needed to approve this Proposal No.
2.
SECTION 16(A) REPORTING
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires our directors and executive officers, and persons who own more
than ten percent of a registered class of our common stock, to file with the SEC
initial reports of ownership and reports of changes in ownership of our common
stock. Officers, directors and greater than ten-percent stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. To our knowledge, based solely on review of the copies of
such reports furnished to Prime and written representations that no other
reports were required, during the fiscal year ended December 31, 2002, our
officers, directors and ten percent or greater shareholders filed all forms
required to be filed under Section 16(a).
HOLDINGS OF MANAGEMENT AND OF HOLDERS
OF 5% OR MORE OF THE COMPANY'S SECURITIES
The following table sets forth certain information regarding the
ownership of our common stock as of December 31, 2002 by (i) all those known by
our management to be owners of more than five percent of the outstanding shares
of common stock; (ii) each officer and director; and (iii) all officers and
directors as a group. Unless otherwise indicated, each of the shareholders has
sole voting and investment
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power with respect to the shares owned (subject to community property laws,
where applicable), and is beneficial owner of them. Share amounts shown give
effect to a 1 for 6.5 reverse stock split which took effect at the close of
trading on March 28, 2003.
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percent of Class
-------------- --------------------------------------- -------------------- ----------------
Common Pergarex SA 6,430,770(1) 61.4%
Via Alla Campagna No. 6 6901
Lugano, Switzerland
Common Domenico Sommariva 895,570 10.7%
Corso Plebiscitl(1)
Milano, Italy
Common Stonefeld Holding LTD 461,539 5.5%
Atlantic Chambers Romasco Harbour House
Road Town Tortola BVI
Common Giovanni Iachelli* 307,693 3.7%
Common John G. Visendi* 6,584,617(2) 63.1%
Common Directors and Officers as a Group 6,892,310 66.6%
(Consisting of 2 persons)
* Addresses for Officers and directors of Prime are c/o Prime Holdings and
Investments, Inc., 521 Fifth Avenue, Suite 1700, New York, NY.
(1) Includes 1,538,462 shares of common stock underlying one million shares of
preferred stock held by Pergarex.
(2) Includes 4,892,308 shares of common stock, and 1,538,462 shares of common
stock underlying one million shares of preferred stock, held in the name of
Pergarex of which Mr. Visendi is a controlling person. Mr. Visendi disclaims
ownership of such shares.
EXECUTIVE COMPENSATION
The following table summarizes compensation earned in the 2002, 2001 and 2000
fiscal years by all of our executive officers.
Long Term Compensation
-----------------------------
Annual Compensation Awards Payouts
--------------------------------------------- ----------- -------------
Securities
Name and Principal Other Annual Underlying All Other
Position Year Salary* Bonus Compensation** Options Compensation
----------------------- ---- ------ ----- ------------ ----------- ------------
John G. Visendi, Chief 2002 $180,000
Executive Officer and 2001 15,000
Treasurer 2000 --
-----------------------------------------------------------------------------------------------------------------
Giovanni Iachelli, President 2002 $144,000
2001 36,000 1 million shares
un-restricted stock
2000 --
* Salaries for both of Messrs. Visendi and Iachelli have accrued but not been
paid for each of the years included in the table
** In addition to the compensation set forth in the table, Messrs Visendi and
Iachelli are to be reimbursed for expenses incurred on behalf of Prime in
the respective amounts of $5,000 and $30,000.
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GENERAL INFORMATION
INFORMATION AS TO VOTING SECURITIES
The close of business on March 28, 2003 has been fixed by the Board of
Directors as the record date for the determination of stockholders entitled to
notice of, and vote at, the Annual Meeting. Holders of shares of Common Stock
have the right to one vote for each share registered in their names on the books
of the Company as of the close of business on March 28, 2003.
VOTING AND REVOCATION OF PROXIES
The persons named in the accompanying form of proxy will vote the
shares represented thereby, as directed in the proxy, if the proxy appears to be
valid on its face and is received on time. In the absence of specific
instructions, proxies so received will be voted for the election of the named
nominees to the Company's Board of Directors and for the ratification of Evancic
Perrault Robertson as the Company's independent auditors for the fiscal year
ending December 31, 2003. Proxies are revocable at any time before they are
exercised by attending the Annual Meeting and voting in person, by filing an
instrument in writing revoking the proxy or by delivering a proxy bearing a
later date to the Secretary of the Company.
METHOD AND EXPENSE OF PROXY SOLICITATION
The solicitation of proxies will be made primarily by mail by Olde
Monmouth Stock Transfer Co. Proxies may also be solicited by overnight courier,
personally and by telephone by regular employees of the Company at nominal cost.
The Company does not expect to pay compensation for any solicitation of
proxies but may pay brokers and other persons holding shares in their names, or
in the names of nominees, their expenses for sending proxy material to
principals for the purpose of obtaining their proxies. The Company will bear all
expenses in connection with the solicitation of proxies.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Company's 2004
Annual Meeting of Stockholders pursuant to the provisions of Rule 14a-8 of the
Securities and Exchange Commission, promulgated under the Securities Exchange
Act of 1934, as amended, must be received at the Company's offices in New York,
New York by January 1, 2004 for inclusion in the Company's proxy statement and
form of proxy relating to that meeting.
GENERAL
In lieu of a separate annual report, the Company is mailing with this
Proxy Statement a copy of the Company's Annual Report on Form 10-KSB. Exhibits
to the Form 10-KSB are not included with the mailing but will be furnished to
any stockholder who requests the same for a nominal fee covering reproduction
and mailing expenses.
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OTHER MATTERS
As of the date of this Proxy Statement, the management knows of no
matters other than Proposals 1 and 2 to come before the meeting. However, if any
other matters should properly come before the meeting, it is the intention of
the persons named in the accompanying form of proxy to vote all proxies not
marked to the contrary in accordance with their judgment on such matters.
By Order of the Board of Directors
GIOVANNI IACHELLI, Secretary
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PRIME HOLDINGS AND INVESTMENTS, INC.
This proxy is solicited on behalf of the Board of Directors
The undersigned stockholder of PRIME HOLDINGS AND INVESTMENTS, INC. (the
"Company") hereby appoints JOHN VISENDI and GIOVANNI IACHELLI as Proxies, each
with power to appoint his substitute, and hereby authorizes them to represent
and vote as designated below, all of the shares of the Company's common stock
held of record by the undersigned on March 24, 2003 at the Annual Meeting of
Stockholders of the Company to be held at the Company's New York office, 521
Fifth Avenue, Suite 1700, New York, NY , on Friday, May 9, 2003 at 10:00 a.m.
(New York time), or at any adjournment thereof.
(1) Election of Directors (INSTRUCTION: To withhold authority to vote for any
individual nominee, strike a line through the nominee's name in the list
below.)
(a) Election of Directors by Common Stockholders
[ ] FOR all nominees listed below (except as marked to the contrary
below)
[ ] WITHHOLD AUTHORITY to vote for any individual nominee listed
below.
JOHN VISENDI and GIOVANNI IACHELLI
(2) Proposal to ratify the appointment of Evancic Perrault Robertson, Certified
General Accounts as the Company's independent auditors for the fiscal year
ending December 31, 2003.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 2 AND FOR THE NOMINEES ON THE REVERSE SIDE.
DATE:_____________________________, 2003
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Signature
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PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.