SIGN
MEDIA SYSTEMS, INC.
2100
19TH
STREET
SARASOTA,
FLORIDA 34234
941.330.00336
Notice
of
Action by Written Consent
of
Eighty-Three Percent of the Outstanding
Common
Stock taken as of September 7, 2007
TO
THE
STOCKHOLDERS OF SIGN MEDIA SYSTEMS, INC.
Sign
Media Systems, Inc. (“we” “us” “our” or “Company”), hereby give notice to its
stockholders that the holders of eighty-three percent (83%) of the Company’s
outstanding shares of common stock (“Common Stock”) have taken action by written
consent to:
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·
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approve
the re-election of the Company’s existing Board of
Directors;
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·
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approve
the engagement of Bagel, Josephs and Levine & Company, L.L.C.,
Certified Public Accountants, as the Company’s independent auditors to
audit the financial statements of the Company, and to perform such
other
functions and services required by independent auditors as set
forth in
the Securities Exchange Act of 1934, for the Company’s 2007 fiscal year,
and the quarterly reviews for the subsequent fiscal quarters of
the
Company’s 2008 fiscal year through the quarter ending September 30, 2008,
at which time additional pre-approvals for any additional services
to be
performed by the Company’s auditor must be sought from the Board of
Directors acting as the Audit
Committee;
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·
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amend
the Company’s Articles of Incorporation to change the Company’s name to
“International Consolidated Companies,
Inc.”,
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·
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amend
the Company’s Articles of Incorporation to reduce the percent of the
shares then entitled to vote generally in the election of directors
necessary to remove a director from the holders of at least seventy-five
percent (75%) of the shares then entitled to vote at an election
of
directors to fifty-one percent (51%) of the shares then entitled
to vote
at an election of directors.
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·
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amend
the Company’s Articles of Incorporation to reduce the percent of the
shares then entitled to vote to amend the Company’s By-Laws from the
holders of at least seventy-five percent (75%) of the voting power
of all
of the then outstanding shares of the stock of the Company entitled
to
vote generally in the election of directors to the holders of at
least
fifty-one percent (51%) of the voting power of all of the then
outstanding
shares of the capital stock of the Company entitled to vote generally
in
the election of directors; and
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·
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amend
the Company’s Articles of Incorporation to reduce the percent of the
shares then entitled to vote to amend the Company’s Articles of
Incorporation from a vote of the holders of at least seventy-five
percent
(75%) of the voting power of all of the then outstanding shares
of the
capital stock of the Corporation entitled to vote generally in
the
election of directors to the holders of at least fifty-one percent
(51%)
of the voting power of all of the then outstanding shares of the
stock of
the Company entitled to vote generally in the election of
directors.
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The
Company’s stockholders have approved this corporate action in lieu of a special
meeting of the stockholders pursuant to Section 607.0704 of the Florida Statutes
(“Florida Statutes”), which permits any action that may be taken at a meeting of
the stockholders to be taken by the written consent to the action by the
holders
of the number of shares of voting stock required to approve the action at
a
meeting. All necessary corporate approvals in connection with the
matters referred to in this Information Statement have been
obtained. This Information Statement is being furnished to all of our
stockholders pursuant to Section 14(c) of the Securities Exchange Act of
1934
(the “Exchange Act”), and the rules there under, solely for the purpose of
informing stockholders of these corporate actions before they take
effect. In accordance with Rule 14c-2 under the Exchange Act, the
stockholder consent will take effect 21 calendar days following the mailing
of
this information statement (“the “Information Statement”) to
stockholders. This Information Statement shall be considered the
notice required under Section 607.0740 of the Florida Statutes.
This
action has been approved by our Board of Directors and the holders of
eighty-three percent (83%) of the Company’s Common Stock
outstanding. Only stockholders of record at the close of business on
September 14, 2007, are being given Notice of this action by written
consent. The Company is not soliciting proxies.
By
Order
of the Board of Directors of
SIGN
MEDIA SYSTEMS, INC.
/s/
Antonio F. Uccello,
III
President
and Chief Executive Officer
Sarasota,
Florida
September
10, 2007
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
SIGN
MEDIA SYSTEMS, INC.
2100
19TH
STREET
SARASOTA,
FLORIDA 34234
INFORMATION
STATEMENT
ACTION
BY THE HOLDERS OF EIGHTY-THREE PERCENT (83%)
OF
SHARES ENTITLED TO VOTE THEREON
We
are
furnishing this Information Statement to all holders of our capital stock,
to
provide you with information regarding a description of an action which was
taken by written consent in lieu of a special meeting of the Common Stockholders
on September 7, 2007, by the holders of eighty-three percent (83%) of the
Company’s Common Stockholders subject to the expiration of 20 days following the
initial mailing of this Information Statement to our stockholders as required
under Rule 14c-2 under the Exchange Act. As of September 7, 2007,
only Common Stockholders were entitled to vote on the matters set forth
hereafter in this Information Statement. As of September 7, 2007, the
Company had 12,036,361 shares of its Common Stock issued and
outstanding. As of September 7, 2007, the holders of 10,012,355
shares of the Company’s Common Stock, or approximately eighty-three percent
(83%) of the Company’s then outstanding shares of Common Stock, executed a
written consent with Section 607.0704 of Florida Statutes, approving the
following action:
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·
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approve
the re-election of the Company’s existing Board of Directors who are
Antonio F. Uccello, III, Thomas Bachman and Dennis D.
Derr;
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·
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approve
the engagement of Bagel, Josephs and Levine & Company, L.L.C.,
Certified Public Accountants, as the Company’s independent auditors to
audit the financial statements of the Company, and to perform such
other
functions and services required by independent auditors as set
forth in
the Securities Exchange Act of 1934, for the Company’s 2007 fiscal year,
and the quarterly reviews for the subsequent fiscal quarters of
the
Company’s 2008 fiscal year through the quarter ending September 30, 2008,
at which time additional per-approvals for any additional services
to be
performed by the Company’s auditor must be sought from the Board of
Directors acting as the Audit
Committee;
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|
·
|
amend
the Company’s Articles of Incorporation to change the Company’s name to
“International Consolidated Companies,
Inc.”;
|
|
·
|
amend
the Company’s Articles of Incorporation to reduce the percent of the
shares then entitled to vote generally in the election of directors
necessary to remove a director from the holders of at least seventy-five
percent (75%) of the shares then entitled to vote at an election
of
directors to fifty-one percent (51%) of the shares then entitled
to vote
at an election of directors.
|
|
·
|
amend
the Company’s Articles of Incorporation to reduce the percent of the
shares then entitled to vote to amend the Company’s By-Laws from the
holders of at least seventy-five percent (75%) of the voting power
of all
of the then outstanding shares of the stock of the Company entitled
to
vote generally in the election of directors to the holders of at
least
fifty-one percent (51%) of the voting power of all of the then
outstanding
shares of the capital stock of the Company entitled to vote generally
in
the election of directors; and
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|
·
|
amend
the Company’s Articles of Incorporation to reduce the percent of the
shares then entitled to vote to amend the Company’s Articles of
Incorporation from a vote of the holders of at least seventy-five
percent
(75%) of the voting power of all of the then outstanding shares
of the
capital stock of the Corporation entitled to vote generally in
the
election of directors to the holders of at least fifty-one percent
(51%)
of the voting power of all of the then outstanding shares of the
stock of
the Company entitled to vote generally in the election of
directors.
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WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
This
Information Statement is being mailed on or about September 28, 2007, to
stockholders of record on September 14, 2007. This Information
Statement is being delivered only to inform you of the corporate action
described herein in accordance with Rule 14c-2 under the Exchange Act as
of
September 7, 2007. As of September 7, 2007, there were 12,036,355
shares of our Common Stock, No Par Value, outstanding, each of which was
entitled to one vote. As of September 7, 2007, only the holders of
shares of the Company’s Common Stock were entitled to vote on the corporate
action described herein.
The
Company has asked brokers and other custodians, nominees and fiduciaries
to
forward this Information Statement to the beneficial owners of the Common
Stock
held of record on the September 14, 2007, and will reimburse such brokers
and
other custodians, nominees and fiduciaries for out-of-pocket expenses incurred
in forwarding such material.
The
Company’s mailing address and the address of its principal executive offices in
2100 19th
Street, Sarasota, Florida 34234 and its telephone number is
941.330.0330.
This
is not a notice of a special meeting of stockholders and no stockholders
meeting
will be held to consider any matter described in this Information
Statement.
Common
Stockholders owning of record approximately eighty-three percent (83%) of
our
outstanding Common Stock have irrevocably consented to the actions described
herein. The vote or consent of no other holders of our capital stock
is required to approve the action described herein. Accordingly, no
additional votes will be needed to approve the action described
herein.
SECURITY
OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS
The
following tables set forth the security ownership as of September 2007, by
each
person (or group of affiliated persons) who, to our knowledge, is the beneficial
owner of five percent or more of our outstanding the Company’s equity
securities, and each of the foregoing as a group.
|
Title
of Class
|
Name
and Address
Of
Beneficial Owner
|
Amount
and Nature
Of
Beneficial Owner
|
Percent
of Class
|
|
Common
Stock, No
Par
Value
|
Antonio
F Uccello, III
2100
19th
Street
Sarasota,
FL 34234(1)
|
7,993,000(1)
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66%(1)
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|
Common
Stock, No
Par
Value
|
Phillip
C. Asher
225
Doris Drive
Lakeland,
FL 33813(1)
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1,300,000(1)
|
11%(1)
|
|
Common
Stock, No
Par
Value
|
Nimbus
Development
Corp.
15
Nimbus Road
Rocky
Point, NY 11778
|
900,000
|
7%
|
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Totals
for Class as a
Whole
|
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10,193,000
|
84%
|
(1) Pursuant
to Rule 13d-3 promulgated under the Securities Exchange, beneficial ownership
of
a security consists of sole or shared voting power (including the power to
vote
or direct the voting) and/or sole or shared investment power (including the
power to dispose or direct the disposition) with respect to a security whether
through a contract, arrangement, understanding, relationship or
otherwise. Of the 7,933,000 shares of the Company’s Common Stock
shown as beneficially owned by Antonio F. Uccello, 7,960,000 of those shares
are
held in the name of GO! Agency, LLC, and 33,000 of those shares are held
in the
name of Beta Real Estate Investments, LLC. Antonio F. Uccello, III,
is the manager and the 51% owner of GO! Agency, LLC and, therefore, pursuant
the
terms of the GO! Agency, LLC’s operating agreement, has the sole power, subject
to his fiduciary duties to the other GO! Agency, LLC members, to vote, or
dispose of or direct the disposition of all the shares of the Company’s Common
Stock beneficially owned by GO! Agency, LLC. Antonio F. Uccello, III,
is the manager of Beta Real Estate Investments, LLC and, therefore, pursuant
the
terms of Beta Real Estate Investments, LLC’s operating agreement, has the sole
power, subject to his fiduciary duties to the other Beta Real Estate
Investments, LLC members, to vote, or dispose of or direct the disposition
of
all the shares of the Company’s Common Stock owned by Beta Real Estate
Investments, LLC. All of the 1,300,000 shares of the Company’s Common
Stock shown as beneficially owned by Phillip C. Asher are held in the name
of
Henry Plantagenet, LLC. Phillip C. Asher is the manager and the 100%
owner of Henry Plantagenet, LLC and, therefore, pursuant the terms of Henry
Plantagenet, LLC’s operating agreement, has the sole power to vote, or dispose
of or direct the disposition of all the shares of the Company’s Common Stock
owned by Henry Plantagenet, LLC.
SECURITY
OWNERSHIP
OF
MANAGEMENT
The
following tables set forth the security ownership as of September 2007, by
the
Company’s management, and each of the foregoing as a group.
|
Title
of Class
|
Name
and Address
Of
Beneficial Owner
|
Amount
and Nature
Of
Beneficial Owner
|
Percent
of Class
|
|
Common
Stock, No
Par
Value
|
Antonio
F. Uccello, III(1)
2100
19th
Street
Sarasota,
FL 34234
|
7,993,000(1)
|
66%(1)
|
|
Common
Stock, No
Par
Value
|
Evelyn
P. Silva(2)
2100
19th
Street
Sarasota,
FL 34234
|
300,000
|
2%
|
|
Common
Stock, No
Par
Value
|
Nelson
J. Martin(3)
7340
Golf Pointe Circle
Sarasota,
FL 32243
|
10,000
|
0.1%
|
|
Common
Stock, No
Par
Value
|
Dennis
D. Derr(4)
1222
Sea Plume Way
Sarasota,
FL 34242
|
250,000
|
2%
|
|
Common
Stock, No
Par
Value
|
Thomas
Bachman(5)
2960
S. McCall Road, Ste 210
Inglewood,
FL 34224
|
-
|
-
|
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Totals
for Class as a
Whole
|
|
8,553,000
|
71%
|
(1) Antonio
F. Uccello, III is our Chairman of the Board of Directors, President, Chief
Executive Officer, and Chief Financial Officer. See footnote (1)
above in the section titled Security Ownership of Certain Beneficial
Owners for information about the Company’s equity securities beneficially
owned by Antonio F. Uccello, III.
(2) Evelyn
P. Sylva is our Secretary.
(3) Nelson
J. Martin is our Vice-President of Investor Relations.
(4) Dennis
D. Derr is a Director.
(5) Thomas
Bachman is a Director.
ELECTION
OF DIRECTORS AND EXECUTIVE OFFICERS
Directors
Three
directors were elected pursuant to the written consent to serve until the
next
annual meeting of the Company’s stockholders or the next time directors are
elected or the next time directors are elected by written consent in lieu
of a
meeting of stockholders or until their respective successors are duly elected
and qualified. Each of the directors elected are incumbent
directors.
The
name,
age, the year in which each first became a director and their principal
occupations or employment during the past five years are as
follows:
Name
and
Age Position
Term
Antonio
F. Uccello,
III Chairman/President/
Chief
Executive
January 28, 2002
Age
40
Officer/Chief Financial
Officer
to present
Thomas
Bachman Director
March 11, 2003
Age
62
to present
Stephen
R. MacNamara
(1)
Director/Secretary
March 11, 2003
Age
54
to May 5, 2007
Dennis
D.
Derr Director August
14, 2007
Age
49
to present
(1)
Mr.
MacNamara resigned effective May 5, 2007 for personal reasons.
Resumes
Antonio
F. Uccello, III
Mr.
Uccello is the founder, President, Chief Executive Officer, Chairman of the
Board of Directors and the Chief Financial Officer of the
Company. Mr. Uccello attended college at the University of
Connecticut and took graduate courses at Hunter College in New York
City. Mr. Uccello has been in the securities industry for the last 13
years. Mr. Uccello holds a Series 65, Registered Investment Advisor
license from the National Association of Securities Dealers. From
June, 1996, to February, 2001, Mr. Uccello was a branch manager for Brookstreet
Securities. Brookstreet Securities was at that tme a registered
broker-dealer. Mr. Uccello left Brookstreet Securities in February,
2001, to establish Chelsea Capital Management, LLC where he acts a registered
investment advisor. Both Chelsea and Mr. Uccello are registered as
investment advisors with The State of Florida, Department of Banking and
Finance
and the State of Connecticut Department of Banking, Division of Securities
and
Business Investments. Mr. Uccello is the owner of 99% of the
membership interests and the sole manager of Chelsea and as such is the sole
owner and sole control person of Chelsea. Mr. Uccello is a minority
member and the manager of Hawkeye Real Estate, LLC and is the President of
and a
minority shareholder in Olympus Leasing Company, both of which are related
parties to us. Hawkeye Real Estate is a real estate developer and
Olympus Leasing is engage in the business of making commercial
loans. Mr. Uccello will devote 90% of his time to us. Mr.
Uccello has extensive experience in finance and is responsible for the overall
profitability of the Company.
Thomas
Bachman
Mr.
Bachman is a Director of the Company. Mr. Bachmann has been the
Executive Publisher and Director of Industry Development of Beverage
Industry Magazine, the leading trade publication for the beverage industry
since 1994. Prior to becoming Executive Publisher and Director of
Industry Development of Beverage Industry Magazine in 1994, Mr.
Bachmann was the National Sales Manager and Associate Publisher of Beverage
Industry Magazine from 1976 to 1981. From 1982 to 1992 Mr.
Bachmann was Publisher of Diary Field, Today’s Catholic
Teacher and Early Childhood News. Mr. Bachmann ran his
own consulting firm, Bachmann and Associates from 1992 to 1994. Mr.
Bachmann is a member of the National Soft Drink Association, the Canadian
Soft
Drink Association, and the International
Bottled Water Association. Mr. Bachmann will bring an industry wide
perspective to the Company.
Dennis
D. Derr
Mr.
Derr
is a Director of the Company. Mr. Derr received a Bachelor of Science
in Finance from Colorado State University in 1980 and a Master of Science
in
Finance from Colorado State University in 1984. From 2004 to present, Mr.
Derr has been an independent consultant to various businesses in the areas
of
strategic planning, business capture and market development. Mr. Derr
served as Executive Vice President of Avisys, Incorporated, located in Austin
TX from 1996 2004. As a corporate officer and major shareholder
at Avisys, Incorporated, Mr. Derr was involved in all aspects of corporate
management and governance. He was responsible to the President to
formulate effective business development strategies within defense and
commercial markets and across diverse aircraft, avionics, information and
electronic warfare products for Avisys, Incorporated. He assisted in
directing and implementing overall corporate strategy and culture and had
primary responsibility for identification and acquisition of corporate
resources. Mr. Derr also had responsibility for the management of
contracts and legal matters. He developed, executed and administered
corporate policies with respect to legal, contractual, business, and personnel
matters. Mr. Derr also performed as Vice President of Business
Development and was the corporate lead during the 2004 acquisition of L-3
Communications by Avisys, Incorporated. From 1992 to 1996, Mr. Derr
served as Director of Business Development for Marconi Tracor Flight Systems.
As
Vice President of Business Development for Marconi Tracor Flight Systems,
Mr.
Derr promoted expansion of new product base and customer base while continuing
to effectively market and capture follow-on business. He led an electronic
warfare products capture. Mr. Derr led successful proposal teams for programs
of
all sizes and technologies, from $50,000 change orders to $50,000,000 systems.
As part of a team assigned to special programs work, Mr. Derr performed a
dual role with the management and administration of a $20,000,000 portfolio
of
electronic warfare hardware.
Stephen
R. MacNamara (1)
Mr.
MacNamara is a Director and the Secretary of the Company. Mr.
MacNamara holds a Bachelor of Science, Journalism, from the University of
Florida and a Juris Doctor from Florida State University. Mr.
MacNamara has been an Associate Professor, Department of Communication at
Florida State University since 1994. Mr. MacNamara has been the
President of The Florida Association of Health Plans since 2000. Mr.
MacNamara served as Chief of Staff, Florida House of Representatives from
July
1999, to May 2000, the Professor-in-Residence, Florida House of Representatives
from January 1999, to May 2000, Visiting Associate, Department of Communications
at Florida State University from 1993, to 1994, Director of The Collins Center
for Public Policy from 1990 to 1992, and Secretary, Florida Department of
Business regulation from 1989, to 1990. Mr. MacNamara is Associate
Vice President for Academic Affairs at Florida State University. Mr.
MacNamara has extensive experience in governmental affairs.
(1)
Mr.
MacNamara resigned effective May 5, 2007, for personal reasons.
Executive
Officers
The
following table sets forth a list the names and ages of all executive officers
of the Company, all positions and offices with the Company held by each such
person; each such person’s term of office as officer and the period served as
such.
Name
and
Age Position
Term
Antonio
F. Uccello,
III Chairman/President/
Chief
Executive January
28, 2002
Age
50
Officer/Chief Financial
Officer
to present
Evelyn
P.
Silva Vice
President
Operations/Secretary
February 8, 2007
Age
39
to present
Andrei
A.
Troubeev
(1)
Vice-President-Engineering March
1, 2004
Age
40 to
August 8, 2007
Stephen
R. MacNamara
(2)
Director/Secretary March
11, 2003
Age
52 to
May 5, 2007
(1)
Mr.
Troubeev resigned effective August 8, 2007, for personal reasons.
(2)
Mr.
MacNamara resigned effective May 5, 2007, for personal reasons
The
exists no arrangement or understanding between any of the Company’s officers and
any other person(s) pursuant to which any of the executive officers
were selected as an officer.
There
have been no material proceedings to which any director, officer or affiliate
of
the Company, any owner of record or beneficially of more than five percent
of
any class of voting securities of the Company, or any associate of any such
director, officer, affiliate of the Company, or security holder has been
a party
adverse to the Company or any of its subsidiaries or has a material interest
adverse to the Company or any of its subsidiaries.
Resumes
Antonio
F. Uccello, III
See
resume of Mr. Uccello above in the section titled Election of
Directors.
Evelyn
P. Silva
Mrs.
Silva has been our Vice President of Operations and Secretary since February
8,
2007. Prior to that, Mrs. Silva was our operations manager from July
2002, to February 8, 2007. Mrs. Silva’s duties as operations manager
included management of operations for company including supervising product
assembly and distribution, administrative functions, and acted as an assistant
to our President. Mrs. Silva supervised accounts payable and
receivable, payroll (including payroll taxes and unemployment taxes) and
was
accountable for all customer service issues. She also supervised
human resource for employees. Prior to joining the Company, Mrs.
Silva served as a legal assistant for the law offices of Christopher K. Caswell,
P.A. from December 2001 to July 2002. While with Christopher K.
Caswell, P.A., Mrs. Silva supervised accounts payable and receivable, payroll,
and medical and dental Insurance coverage. She also performed
administrative functions for the office and attorneys.
Stephen
R. MacNamara
See
resume of Mr. MacNamara above in the section titled Election of
Directors. Mr. MacNamara resigned effective May 5, 2007.
Andrei
A. Troubeev
Mr.
Troubeev is the Vice-President, Engineering for the Company. Mr.
Troubeev earned his Bachelor of Science, Mechanical Engineering, from Belarus
Agricultural and Mechanical University in 1997. Mr. Troubeev has
experience in developing new designs, support of production and assembly
teams,
recommending changes to improve product designs and production efficiency,
and
the development and testing of new product designs. Mr. Troubeev was Distribution Director
for DELO Magazine a monthly business journal published in English, Russian
and
German from Belarus from February, 1993 to July, 1999, and was Production
Engineer from Trailmate, Inc. in Sarasota, Florida from July, 1999 to March,
2004. Trailmate, Inc. is in the business of manufacturing commercial
edgers and mowers and adult and industrial tricycles. Mr. Troubeev
participated in the development of new designs, support of production and
assembly teams and recommendations of changes to improve product designs
and
production efficiency for Trailmate. Mr. Troubeev resigned effective
August 8, 2007.
There
are
no family relationship between any director, or executive officer.
The
exists no arrangement or understanding between any of the Company’s officers and
any other person(s) pursuant to which any of the executive officers
were selected as an officer.
There
have been no material proceedings to which any director, officer or affiliate
of
the Company, any owner of record or beneficially of more than five percent
of
any class of voting securities of the Company, or any associate of any such
director, officer, affiliate of the Company, or security holder has been
a party
adverse to the Company or any of its subsidiaries or has a material interest
adverse to the Company or any of its subsidiaries.
There
have been no events that occurred during the past five years that are material
to an evaluation of the ability or integrity of any director, or executive
officer of the registrant.
Key
Employees
Anthony
F. Uccello, III, is the only key employee of the Company.
CERTAIN
TRANSACTIONS WITH RELATED PERSONS
On
June
28, 2005, the Company loaned, $1,200,000 to Olympus Leasing Company, a related
party. At June 28, 2005, Antonio F. Uccello, III, was, and is now the
President, Chairman and a minority owner of the issued and outstanding shares
of
stock of Olympus Leasing and reports to its board of
directors. Antonio F. Uccello, III, was and is one of the Company’s
officers and directors and an indirect shareholder of Sign Media Systems,
Inc. The loan is for a period of five years with interest accruing on
the unpaid balance at 5.3% per annum payable annually, with the entire principal
and unpaid interest due and payable in full on June 28, 2010. There
is no prepayment penalty. The purpose of the loan was to obtain a
higher interest rate than is currently available at traditional banking
institutions. Olympus Leasing’s primary business is making secured
loans to chiropractic physicians throughout the United States for the purchase
of chiropractic adjustment tables. The loans are generally for less
than $3,000 each and are secured by a first lien on each chiropractic adjustment
table. Each loan is personally guaranteed by the chiropractic
physician. The rate of return on the Olympus Leasing loans is between
15% and 25% per annum. To date, Olympus Leasing has suffered no loss
from any loan to a chiropractic physician for the purchase of a chiropractic
adjustment table. On January 3, 2007, the Company pursuant to the
future advance clause in this note loaned Olympus Leasing an additional
$300,000. Since the making of the loan, including future advances
thereon, by the Company to Olympus Leasing, Olympus Leasing has made payments
to
the Company of $956,272 pursuant to the note attached hereto as Exhibit
10.6. The remaining balance that was due from related party on the
balance sheet was $613,342 on June 30, 2007. Because of the foregoing
facts, the Company believes that the probability of a default on the loan
by it
to Olympus Leasing is unlikely. The current principal balance due to
the Company from Olympus Leasing is $594,746. There is an excellent
market for the re-sale of chiropractic adjustment tables which may be the
subject of a foreclosure. Olympus Leasing currently has in excess of
$1,000,000 in outstanding finance receivables from chiropractic physicians
secured by a first lien on each chiropractic adjustment table.
COMPLIANCE
WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section
16(a) of the Exchange Act requires the Company’s executive officers and
directors and persons who beneficially own more than ten percent (10%) of
the
company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers and
directors and greater than ten percent (10%) shareholders are required by
Securities and Exchange Commission regulations to furnish the Company with
copies of all section 16(a) forms they file. Based on its review of
the copies of such forms received by the Company, the Company believes that
during the year ended December 31, 2006, all such filing requirements applicable
to its officers and directors were complied with.
CODE
OF ETHICS
On
April
8, 2004, the board of directors adopted a code of ethics that the Company’s
principals financial officer, principal accounting officer or controller
and any
person may perform similar functions is subject to. The Company filed
the code of ethics as exhibit to its Form 10-SB12G on May 4, 2004.
CORPORATE
GOVERNANCE
Director
Independence, Board Meetings and Committees
The
Company’s business is managed under the director of the board of
directors. The board meets on a regularly scheduled basis to act on
matters requiring board approval. It also holds special meetings when
an important matter requires action by the board between scheduled
meetings. The board of directors held two meetings during the fiscal
year ended December 31, 2006, and seven meetings so far during
2004. All board members attended each meeting. During the
fiscal year ended December 31, 2006 the board consisted of three members,
two of
which were independent under the independence standards applicable to the
small
business issuer. Their names are Thomas Bachman and Stephen R.
MacNamara. To date during the fiscal year ending December 31, 2007,
the board has consisted of three members, two of which were independent under
the independence standards applicable to the small business
issuer. Their names are Thomas Bachman and, until his resignation,
Stephen R. MacNamara until his resignation and there after Dennis D.
Derr.
The
Company does not have a standing compensation, audit or nominating committee
or
any committee performing a similar function. The Company does not
have an audit committee charter or a nominating committee charter or policy
or
similar documents. The Company intends to form an audit committee, a
compensation committee, and a nominating committee during the 2008 fiscal
year.
The
Company’s entire board of directors participates in the compensation, audit and
nomination processes. The board of directors does not have a
nomination committee charter. The board of directors does not have a
formal policy with regard to the consideration of any director candidates
recommended by security holders. The entire board will consider any
person nominated by security holders that is reputable and that has experience
in the industry in which the Company operates or business experience in
general. The board will also consider the extent of any nominee’s
educational background in deciding whether to nominate a person for a
directorship position. The Company does not pay any fee to third
parties for helping the board to nominate or evaluate director candidates
and
the board does not obtain such services from any third party.
The
Company’s entire board of directors acts as the compensation
committee. Due to the current size of the Company and the relatively
small size of the board of directors, the Company believes that it is reasonable
at this point for the entire board to perform this function. The
board, acting as the compensation committee, does not at this time have a
compensation committee charter. The entire board meets annually to
determine executive officer compensation. The board has complete
authority for establishing executive officer compensation. The board
does not delegate any authority with respect to the executive officer
compensation. The Company’s President and Chief Executive Officer is
a member of the board and therefore has an opportunity to discuss executive
compensation with the other members of the board, and a vote to determine
executive compensation. The board has not engaged any compensation
consultants in determining or recommending the amount or form of executive
and
director compensation. The board has determined not to pay any
directors fee of any nature for the foreseeable future.
To
date,
the Company has not held annual meetings and has utilized consents to action
by
shareholders holding the number of shares of equity stock necessary to approve
the action taken by such consents to action. The Company hopes to
initiate annual stockholder meetings during the 2008 fiscal year.
For
the
year ended December 31, 2006, the Company’s board of directors, acting as the
audit committee, has (i) reviewed and discussed the audited financial statements
with management; (ii) discussed with the Company’s independent auditors the
matters required to be discussed by the statement on Auditing Standards No.
61,
as amended (AICPA, Professional Standards, Vol. 1, AU section
380),1 as
adopted by the Public Company Accounting Oversight Board in Rule 3200T; (iii)
received the written disclosures and the letter from the independent accountants
required by Independence Standards Board Standard No. 1 (Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees ),2
as
adopted by the Public Company Accounting Oversight Board in Rule 3600T, and
has
discussed with the independent accountant the independent accountant's
independence; and (iv) recommended that the audited financial statements
be
included in the company's annual report on Form 10–KSB for the fiscal year ended
Dismember 31,2006, for filing with the Securities and Exchange
Commission.
Audit
Committee Financial Expert
The
Company’s board of directors currently does not have an audit committee
financial expert but hopes to nominate establish an audit committee and nominate
an audit committee financial expert as a director candidate during the 2008
fiscal year. The Company and its board of directors have been
actively searching for an audit committee financial expert but has had
difficulty identifying a suitable candidate because of size of the Company,
perceived additional liability to the public by prospective candidates and
the
excessive additional costs associated with the selection of a candidate
including but not limited to additional director fees and director liability
insurance.
Security
Holder Communication
The
Company encourages its security holders to communicate directly with the
board
of directors regarding any issues, including financial issues that may affect
the Company. The process for contacting the board of directors is
through writing to Antonio F. Uccello, III, at 2100 19th Street,
Sarasota,
Florida 34234. Mr. Uccello will raise any appropriate
security holder concerns that he receives with the entire board of
directors.
EXECUTIVE
COMPENSATION TABLE
The
named
executive officers of the Company were not entitled to receive payments which
would be characterized as “bonus” payments for the fiscal years ended December
31, 2005, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(h)
|
|
|
|
|
|
|
|
|
(a)
Name
and Principal Position
|
(b)
Year
|
|
(c)
Salary
|
|
|
(d)
Bonus
|
|
|
(e)
Stock
Awards
|
|
|
(f)
Option
Awards
|
|
|
(g)
Non-
Equity
Incentive
Plan
Compensation
|
|
|
Change
in
Pension
Value
and
Nonquali-
fied
Deferred
Compensation
Earnings
|
|
|
(i)
All
Other
Compensation
|
|
|
(j)
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Antonio
F. Uccello,III
President
&
|
2006
|
|
$ |
125,000
|
|
|
$ |
0
|
|
|
$ |
0
|
|
|
$ |
0
|
|
|
$ |
0
|
|
|
$ |
0
|
|
|
$ |
11,194
|
|
|
$ |
136,194
|
|
|
Chief
Executive Officer
|
2005
|
|
$ |
125,000
|
|
|
$ |
0
|
|
|
$ |
0
|
|
|
$ |
0
|
|
|
$ |
0
|
|
|
$ |
0
|
|
|
$ |
11,194
|
|
|
$ |
136,194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice
President,
Engineering
|
2006
|
|
$ |
41,200
|
|
|
$ |
0
|
|
|
$ |
0
|
|
|
$ |
0
|
|
|
$ |
0
|
|
|
$ |
0
|
|
|
$ |
11,721
|
|
|
$ |
52,921
|
|
| |
2005
|
|
$ |
40,777
|
|
|
$ |
0
|
|
|
$ |
0
|
|
|
$ |
0
|
|
|
$ |
0
|
|
|
$ |
0
|
|
|
$ |
11,721
|
|
|
$ |
52,498
|
|
(1)
All
other compensation consists solely of the cost of group medical
insurance.
Compensation
of Directors
All
directors are reimbursed for out-of-pocket expenses in connection with
attendance at board meetings. Since the Company was
formed. The board of directors has determined that it is not in the
Company’s best interest at this time to pay director’s fees and has not paid any
directors from the Company’s inception to date and does not intend to pay
director’s fees in the foreseeable future.
Employment
Agreements
The
Company has no agreement or understanding, express or implied, with any officer,
director, or principle stockholder, or their affiliates or associates, regarding
employment with the Company or compensation for services. The Company
has no plan, agreement, or understanding, express or implied, with any officer,
director, or principle stockholder, or their affiliates or associates, regarding
the issuance to such persons of shares of the Company’s authorized and unissued
Common Stock. There is no understanding between the Company and any
of its present stockholders regarding the sale of a portion or all of the
Common
Stock currently held by them in connection with any future participation
by the
Company in a business.
There
is
no policy that prevents management from adopting a plan or agreement in the
future that would provide for cash or stock based compensation for services
rendered to the Company.
On
acquisition of a business, it is possible that current management of the
Company
will resign and be replaced by persons associated with the business acquired,
particularly if the Company participates in a business by effecting a stock
exchange, merger, or consolidation. In the event that any member of
current management remains after effecting a business acquisition, that member's
time commitment and compensation will likely be adjusted based on the nature
and
location of such business and the services required, which cannot now be
foreseen.
Benefit
Plans
With
the
exception with a group health plan that does not discriminate in scope or
terms
of operation in favor of executive officers and directors, the Company does
not
now nor has it ever maintained any employee benefit plan, incentive plan,
or
equity incentive plan including but not limited to, any plan, contract,
authorization or arrangement, whether or not set forth in any formal document,
pursuant to which cash, securities, similar instruments, or any other property
may be received, or any plan providing compensation intended to serve as
incentive for performance to occur over a specified period, whether such
performance is measured by reference to financial performance of the Company
or
an affiliate, the Company’s business stock price, or any other performance
measure, or an incentive plan or portion of an incentive plan, under which
awards are granted that fall within the scope of Financial Accounting Standards
Board Statement of Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payment, as modified or supplemented (“FAS
123R”).
INDEPENDENT
PUBLIC ACCOUNTANTS
The
directors have approved the engagement of Bagel, Josephs, Levine & Company,
LLC as the Company’s principal independent auditor to audit the financial
statements of the Company for the year ending December 31,
2008. Bagel, Josephs, Levine & Company, LLC have been the
Company’s principal independent auditor since the Company’s 2004 fiscal
year.
PUBLIC
ACCOUNTANT FEES AND SERVICES
Public
Accountant Fees
The
aggregate fees billed by our independent auditors, Bagell Josephs & Company,
LLC, for the years ended December 31, 2006 and 2005, are as
follows:
|
|
|
2006
|
|
|
2005
|
|
|
Audit
Fees
|
|
$ |
41,000
|
|
|
$ |
23,000
|
|
|
Audit
Related Fees
|
|
$ |
-0-
|
|
|
$ |
-0-
|
|
|
Tax
Fees
|
|
$ |
-0-
|
|
|
$ |
-0-
|
|
|
All
Other Fees
|
|
$ |
-0-
|
|
|
$ |
-0-
|
|
|
TOTAL
FEES
|
|
$ |
41,000
|
|
|
$ |
23,000
|
|
| |
|
|
|
|
|
|
|
|
Pre-Approval
Policies and Procedures
The
Company’s Board of Directors has not established “Pre-Approval Policies” for the
selection of the Company’s independent auditors as described in Regulation
210.201(c)(7)(i)(B) as promulgated by the Securities and Exchange Commission
pursuant to The Securities Exchange Act of 1934). Before the
independent auditor is engaged by the Company, or its subsidiaries, to render
audit or non-audit services, the engagement is approved by the Company’s Board
of Directors acting as the Company’s Audit Committee and thereafter submitted to
the Company stockholders for approval.
AMENDMENT
TO ARTICLES OF INCORPORATION
The
Consent to Acton approves the amendment of the Company’s Articles of
Incorporation as follows:
|
·
|
amend
the Company’s Articles of Incorporation to change the Company’s name to
“International Consolidated Companies,
Inc.”;
|
|
·
|
amend
the Company’s Articles of Incorporation to reduce the percent of the
shares then entitled to vote generally in the election of directors
necessary to remove a director from the holders of at least seventy-five
percent (75%) of the shares then entitled to vote at an election
of
directors to fifty-one percent (51%) of the shares then entitled
to vote
at an election of directors.
|
|
·
|
amend
the Company’s Articles of Incorporation to reduce the percent of the
shares then entitled to vote to amend the Company’s By-Laws from the
holders of at least seventy-five percent (75%) of the voting power
of all
of the then outstanding shares of the stock of the Company entitled
to
vote generally in the election of directors to the holders of at
least
fifty-one percent (51%) of the voting power of all of the then
outstanding
shares of the capital stock of the Company entitled to vote generally
in
the election of directors; and
|
|
·
|
amend
the Company’s Articles of Incorporation to reduce the percent of the
shares then entitled to vote to amend the Company’s Articles of
Incorporation from a vote of the holders of at least seventy-five
percent
(75%) of the voting power of all of the then outstanding shares
of the
capital stock of the Corporation entitled to vote generally in
the
election of directors to the holders of at least fifty-one percent
(51%)
of the voting power of all of the then outstanding shares of the
stock of
the Company entitled to vote generally in the election of
directors.
|
The
reasons and general effect of these amendments are: (i) the change of
name from Sign Media Systems, Inc. to International Consolidated Companies,
Inc.
is intended to better reflect the Company’s plans to make strategic domestic and
international business acquisitions; and (ii) the reduction of the percent
of
the shares entitled to vote to remove a director, to amend the Company’s By-Laws
and to amend the Company’s Articles of Incorporation from seventy-five percent
(75%) to fifty-one percent (51%) is intended to make it easier for the
Stockholders to accomplish these actions.
INTEREST
OF CERTAIN PERSONS IN
MATTERS
CONTAINED IN THE CONSENT TO ACTON
The
Company’s officers and directors as a group hold eighty-one percent (81%) of our
total issued and outstanding shares of our Common Stock.
To
our
knowledge, no director has informed the Company in writing or verbally that
he
was in opposition to the adoption of the Consent to Action by the
Stockholders.
COPIES
OF INFORMATION STATEMENT
Only
one
Information Statement is being delivered to multiple security holders sharing
an
address unless we have received contrary instructions form one or more of
the
security holders. We hereby undertake promptly to deliver, upon
written or oral request, a separate copy of this Information Statement to
a
security holder at a shared address to which a single copy of the Information
Statement was delivered. In order to request additional copies of
this Information Statement or to request delivery of a single coy of this
Information Statement if you are receiving multiple copies, please contact
us by
mail at 2100 19th Street,
Sarasota,
FL 34234; attention Investor Relations, or by phone at
941.330.0336.
ADDITIONAL
INFORMATION
The
Company files annual, quarterly and current reports, Information Statements
and
other information with the Securities and Exchange Commission. You
may read and copy any reports, statements or other information that we file
at
the Securities and Exchange Commission’s public reference rooms at 100 F Street,
N.E., Washington, D.C. 20549. You may also obtain copies of this
information by mail from the Public Reference Section of the Securities and
Exchange Commission, 100 F Street, N.E., Washington, DC 20549 at prescribed
rates. Please call the Securities and Exchange Commission at 1-(800)
SEC-0330 for further information on the public reference rooms. The
Securities and Exchange Commission also maintains a web site at
http://www.sec.gov at which reports, proxy and Information Statements and
other
information regarding the Company are available. We maintain a website at
http://www.signmediasystems.com. The material located on our website is not
a
part of this Information Statement. The Securities and Exchange
Commission allows us to “incorporate by reference” information into this
Information Statement, which means that we can disclose important information
to
you by referring you to another document filed separately with the Securities
and Exchange Commission. The information incorporated by reference
into this Information Statement is deemed to be part of this document, except
for any information superseded by information contained directly in this
document or contained in another document filed in the future which itself
is
incorporated into this Information Statement. This document
incorporates by reference the documents listed below that we have previously
filed with the Securities and Exchange Commission (Exchange Act filing number
000-50742):
1. Form
8-K/A filed with the Securities and Exchange Commission on August 23,
2007.
2. Form
10-QSB for the quarter ended June 30, 2007 filed with the Securities and
Exchange Commission on August 20, 2007.
3. Form
8-K filed with the Securities and Exchange Commission on July 18,
2007.
4. Form
10-QSB for the quarter ended March 31, 2007 filed with the Securities and
Exchange Commission on May 21, 2007.
5. Form
10-KSB/A for the fiscal year ended December 31, 2006 filed with the Securities
and Exchange Commission on March 18, 2007.