UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14 (c)
of the Securities Exchange Act of 1934 (Amendment No. ______)
Check the appropriate Box:
[X] Preliminary Information Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[ ] Definitive Information Statement
PARK CITY GROUP, INC.
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(Name of Registrant As Specified In Its Charter
Payment of Filing Fee (Check the appropriate box):
[X[ No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-1:
(1) Title of each class of securities to which transaction applies: NA
(2) Aggregate number of securities to which transaction applies: NA
(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): NA
(4) Proposed maximum aggregate value of transaction: NA
(5) Total Fee Paid: NA
[ ] 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 previously filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1). Amount Previously Paid: $0
(2). Form, Schedule or Registration Statement No. NA
(3). Filing Party: NA
(4). Date Filed:
Contact Person: A. O. Headman, Jr., ESQ, Cohne Rappaport & Segal
525 East 100 South 5th Floor, Salt Lake City, UT 84102;
Tel: 801-532-2666, Fax: 801-355-1813
PARK CITY GROUP, INC.
333 Main Street, Suite 300
Park City, UT 84060
NOTICE OF ACTION TO BE TAKEN WITHOUT A STOCKHOLDERS' MEETING
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TO OUR STOCKHOLDERS:
Notice is hereby given that Park City Group, Inc. plans to take certain
corporate action pursuant to the written consent of our Board of Directors and
the holders of a majority of our outstanding voting securities ("Majority
Stockholders"). The action we plan to take is to amend our Articles of
Incorporation to increase the number of shares of common stock which we are
authorized to issue from 300,000,000 to 500,000,000 ("Increased Capital
Proposal").
On March 1, 2004, our Board of Directors unanimously approved the
Increased Capital Proposal and the Majority Stockholders have consented in
writing to the Increased Capital Proposal.
The Increased Capital Proposal will be effected through an amendment to
our Articles of Incorporation.
The Board of Directors has fixed the close of business on March 10,
2004, as the Record Date for determining the stockholders entitled to notice of
the foregoing.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS' MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN AND NO PROXY OR VOTE IS
SOLICITED BY THIS NOTICE.
March 17, 2004
By Order of the Board of Directors
PARK CITY GROUP, INC.
333 Main Street, Suite 300
Park City, UT 84060
PRELIMINARY INFORMATION STATEMENT
March __, 2004
This Information Statement is being provided to you by the
Board of Directors of Park City Group, Inc.
_____________________
This Information Statement and the Notice of Action Taken Without a
Stockholders' Meeting (jointly, the "Information Statement") is furnished by the
Board of Directors of Park City Group, Inc. (the "Company" or "Park City Group),
a Nevada corporation, to the holders of the Park City Group's common stock at
March 10, 2004 (the "Record Date") to provide information with respect to action
taken by the written consent of the Majority Stockholders. The Majority
Stockholders approved by written consent, a proposal (the "Increased Capital
Proposal") to amend our Articles of Incorporation to increase the number of
shares of common stock which we are authorized to issue from 300,000,000 to
500,000,000
The Board of Directors decided to obtain written consent of the
Majority Stockholders in order to avoid the costs and management time required
to hold a special meeting of stockholders. All required corporate approvals of
the Increased Capital Proposal have been obtained, subject to furnishing this
notice and 20 days elapsing from the date of this notice. This Information
Statement is furnished solely for the purpose of informing stockholders of this
corporate action in the manner required by Rule 14c-2(b) under the Securities
Exchange Act of 1934, as amended.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO
STOCKHOLDER'S MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
our common stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.
INTEREST OF CERTAIN PERSONS IN FAVOR OF OR OPPOSITION
TO MATTERS ACTED UPON
The Company is not aware of any interest that would be substantially
affected through the adoption of the Increased Capital Proposal whether
adversely or otherwise.
VOTING SECURITIES
As of the Record Date, the Company's authorized capitalization
consisted of 300,000,000 shares of common stock, par value $.01 per share, and
30,000,000 shares of preferred stock, par value $.01 per share. At March 10,
2004, there were 243,644,240 shares of common stock outstanding and no shares of
preferred stock outstanding.
Each share of common stock entitles its holder to one vote on each
matter submitted to the common stockholders for a vote. We have obtained the
written consent of the Majority Stockholders representing 172,250,125 votes on
the Increased Capital Proposal.
INCREASED CAPITAL PROPOSAL
INCREASE IN AUTHORIZED COMMON STOCK
General
Our Board of Directors has unanimously approved a proposal to amend our
Articles of Incorporation to increase the number of shares of common stock which
we are authorized to issue from 300,000,000 to 500,000,000. Our Board has
recommended to our Majority Stockholders that they vote in favor of the
Increased Capital Proposal and our Majority Stockholders have voted in favor of
the Increased Capital Proposal. The votes of our Majority Stockholders were
obtained by written consent.
Consent Required
Approval of the Increased Capital Proposal, through an amendment to our
Articles of Incorporation, requires the consent of the holders of a majority of
the outstanding voting shares. The Majority Stockholders beneficially own
172,250,125 shares of our common stock representing approximately 71% of the
votes that could be cast by the holders of our outstanding voting shares as of
the Record Date. The Majority Stockholders have given their written consent to
this Increased Capital Proposal and accordingly, the requisite stockholder
approval of this Proposal was obtained by the execution of the Majority
Stockholders' written consent in favor of the Proposal.
Amendment
Our Board of Directors and the Majority Stockholders have voted to
amend Article V of our Articles of Incorporation to read as follows:
(Beginning of Amended Article V)
ARTICLE V
CAPITAL STOCK
The total number of shares of all classes of capital stock that the
Corporation has the authority to issue is 530,000,000 shares that are divided
into two classes as follows:(1) 30,000,000 shares of Preferred Stock (Preferred
Stock) $.01 par value per share, and (2) 500,000,000 shares of Common Stock
(Common Stock) $.01 par value per share. This Corporation is authorized to issue
two classes of shares. Except as may be otherwise required by law or this
Certificate of Incorporation, each holder of Common Stock has one vote in
respect of each share of stock held by him of record on the books of the
corporation on all matters voted upon by the Stockholders.
The Board of Directors may determine the preferences, limitations and
relative rights, to the extent permitted by the Nevada Revised Statutes, of any
class of shares of Preferred Stock before the issuance of any shares of that
class, or of one or more series within a class before the issuance of any shares
of that series. Each class or series shall be appropriately designated by a
distinguishing designation prior to the issuance of any shares thereof. The
Preferred Stock of all series shall have preferences, limitations and relative
rights identical with those of other shares of the same series and, except to
the extent otherwise provided in the description of the series, with those
shares of the series of the same class
(End of Amended Article V)
Reasons for Increase in Capital
The purpose of increasing the number of authorized shares of common
stock is to provide additional authorized shares which will be issued to fulfill
current obligations, possible future financings, and for acquisitions and such
other corporate purposes as the Board of Directors determines in its discretion.
These corporate purposes may include future stock splits, stock dividends or
other distributions, future financings, acquisitions and stock options and other
equity benefits under our employee benefit plans. The increase in the number of
authorized shares of common stock would enable us to promptly take advantage of
market conditions and the availability of favorable opportunities without the
delay and expense associated with holding a special meeting of stockholders.
Specifically, we have 300,000,000 common shares authorized and
243,644,240 shares issued and outstanding and committed for issuance, leaving
56,355,760 shares of common stock available for issuance in connection with the
exercise of outstanding options and warrants and for acquisitions and/or
financing transactions. We are actively seeking to raise funds and additional
shares will likely be issued if we are successful in obtaining additional
financing. The Board of Directors sought stockholder approval to increase the
authorized common shares as described herein. Other than described herein, we
have no specific plans at this time to issue additional shares of common stock.
The Board of Directors is authorized to issue any of the additional
shares of common stock and preferred stock at such times, to such persons and
for such consideration as it may determine in its discretion, except as may
otherwise be required by applicable law or the rules of any exchange on which
the common Stock and preferred Stock may be listed. At the present time, the
common stock and the preferred stock are not listed with any exchange. When and
if they are issued, the additional shares of common stock would have the same
rights and privileges as the presently outstanding shares of common stock.
There are certain advantages and disadvantages of voting for an
increase in our authorized common stock. The advantages include:
o The ability to raise capital by issuing capital stock in
financing transactions.
o The ability to fulfill our obligations by having common stock
available upon the exercise of outstanding options and
warrants.
o To have shares of common stock available to pursue business
expansion opportunities, if any.
The disadvantages include:
o The issuance of authorized but unissued stock could be used to
deter a potential takeover of Park City Group that may
otherwise be beneficial to stockholders by diluting the shares
held by a potential suitor or issuing shares to a shareholder
that will vote in accordance with our Board of Directors'
desires. A takeover may be beneficial to independent
stockholders because, among other reasons, a potential suitor
may offer such stockholders a premium for their shares of
stock compared to the then-existing market price. We do not
have any plans or proposals to adopt provisions or enter into
agreements that may have material anti-takeover consequences.
o Stockholders do not have any preemptive or similar rights to
subscribe for or purchase any additional shares of common
stock that may be issued in the future, and therefore, future
issuances of common stock may, depending on the circumstances,
have a dilutive effect on the earnings per share, voting power
and other interests of the existing stockholders.
Blank Check Preferred Stock
We have authorized 30,000,000 shares of preferred stock. Our class of
preferred stock is "blank check" preferred stock. The term "blank check" refers
to preferred stock, the creation and issuance of which is authorized in advance
by the stockholders and the terms, rights and features of which are determined
by our Board of Directors upon issuance without further stockholder approval.
The authorization of such blank check preferred stock would permit the Board of
Directors to authorize and issue preferred stock from time to time in one or
more series.
Subject to the provisions of our amended Articles of Incorporation and
the limitations prescribed by law, the Board of Directors would be expressly
authorized, at its discretion, to adopt resolutions to issue shares, to fix the
number of shares and to change the number of shares constituting any series and
to provide for or change the voting powers, designations, preferences and
relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof, including dividend rights (including
whether the dividends are cumulative), dividend rates, terms of redemption
(including sinking fund provisions), redemption prices, conversion rights and
liquidation preferences of the shares constituting any series of the preferred
stock, in each case without any further action or vote by the stockholders. The
Board of Directors would be required to make any determination to issue shares
of preferred stock based on its judgment as to the best interests of Park City
Group and its stockholders.
DISSENTERS' RIGHTS
There are no dissenters' rights applicable to the amendment of our
Articles of Incorporation relating to Increased Capital Proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information regarding shares of our
Common Stock beneficially owned as of March 10, 2004 by: (1) each of our
officers and directors; (ii) all officers and directors as a group; and (iii)
each person known by us to beneficially own five percent or more of the
outstanding shares of its common stock.
Common
Shareholder Stock Percentage
----------- ----- ----------
Name, Position, and Address Amount of Beneficial
of Beneficial Owner Ownership (1) Percent of class
--------------------------- -------------------- ----------------
Randall K. Fields, President, CEO
and Chairman of the Board
Park City, Utah 145,536,452 (2) 59.73%
Edward C. Dmytryk, Director
Ocala, Florida 862,660 .30%
Thomas W. Wilson Jr., Director
Westport, Connecticut 14,157,034(3) 5.80%
Bernard F. Brennan, Director
Ponte Vedra Beach, Florida 14,622,597(4) 6.00%
William R. Jones, Director
Cumming, Georgia 158,300 .06%
Anthony E. Meyer, Director
New York, New York 8,074,727 3.3%
Peter Jensen, CFO and Secretary
Salt Lake City, Utah 333,336 .14%
Riverview Financial Corp.
Park City, Utah 108,124,529(5) 44.38%
AW Fields Acquisition LLC
New York, NY 57,500,002(6) 23.6%
Executive Officers & Directors
as a Group (7 persons) 183,745,106 75.4%
Total Shares Outstanding 243,644,240 100%
* Less than 1%
(1) Beneficial ownership is determined in accordance with SEC rules and
generally includes holding voting and investment power with respect to
the securities. Shares of Common Stock subject to options or warrants
currently exercisable, or exercisable within 60 days, are deemed
outstanding for computing the percentage of the total number of shares
beneficially owned by the designated person, but not deemed outstanding
for computing the percentage of any other person.
(2) Includes 108,124,529 shares of common stock owned by Riverview
Financial Corp., a corporation that is owned 100% by Randall K. Fields,
and 0 shares issuable upon the exercise of currently exercisable
options.
(3) Includes 9,299,505 shares of common stock issuable upon the exercise of
currently excisable options and warrants.
(4) Includes 9,127,083 shares of common stock issuable upon the exercise of
currently excisable options and warrants.
(5) These shares are owned directly by Riverview Financial Corp. but are
included in the shares attributed to Randall K. Fields.
(6) Includes 28,750,001 shares of common stock issuable upon the exercise
of currently excisable options and warrants
EXCHANGE OF STOCK CERTIFICATES
No action need be taken by the Company's stockholders to exchange their
stock certificates as a result of the Increased Capital Proposal.
ADDITIONAL AND AVAILABLE INFORMATION
Park City Group is subject to the informational filing requirements of
the Exchange Act and, in accordance therewith, is required to file periodic
reports, proxy statements and other information with the SEC relating to its
business, financial condition and other matters. Such reports, proxy statements
and other information can be inspected and copied at the public reference
facility maintained by the SEC at 450 Fifth Street, N.W., Room 1024, and
Washington, D.C. 20549. Information regarding the public reference facilities
may be obtained from the SEC by telephoning 1-800-SEC-0330. Our filings are also
available to the public on the SEC's website (http://www.sec.gov). Copies of
such materials may also be obtained by mail from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
STATEMENT OF ADDITIONAL INFORMATION
Park City Group's Annual Report on Form 10-KSB for the year ended June
30, 2003 and Quarterly Reports on Form 10-QSB's, for the quarters ended
September 30, 2003 and December 31, 2003 herein by this reference. Park City
Croup's Forms 8-k filed on the following dates are incorporated herein by
reference: July 14, 2003; October 20, 2003; January 7, 2004; January 8, 2004;
January 14, 2004; January 29, 2004, February 5, 2004 and February 19, 2004.
We will provide without charge to each person, including any beneficial
owner of such person, to whom a copy of this Information Statement has been
delivered, on written or oral request, a copy of any and all of the documents
referred to above that have been or may be incorporated by reference herein
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference herein).
All documents filed by Park City Group pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Information Statement shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Information Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Information Statement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
COMPANY CONTACT INFORMATION
All inquiries regarding the Company should be addressed to the
Company's principal executive offices:
Park City Group, Inc.
333 Main Street, Suite 300
Park City, UT 84060
(435) 649-2221
By order of the Board of Directors:
/s/ Randall K. Fields
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President and Chief Executive Officer