UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed
by the Registrant
|
[X]
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Filed
by a Party other than the Registrant
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[
]
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Check
the
appropriate box:
[X]
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Preliminary
Proxy Statement
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[
]
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[
]
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Definitive
Proxy Statement
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[
]
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Definitive
Additional Materials
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[
]
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Soliciting
Material Pursuant to §240.14a-12
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United
American Corporation
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(Name
of Registrant as Specified In Its
Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
Payment
of Filing Fee (Check the appropriate box):
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[X]
|
No
fee required.
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[
]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1.
Title of each class of securities to which transaction
applies:
|
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2.
Aggregate number of securities to which transaction
applies:
|
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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):
|
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4.
Proposed maximum aggregate value of
transaction:
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[
]
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Fee
paid previously with preliminary materials.
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[
]
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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.
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1) Amount
Previously Paid:
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2) Form,
Schedule or Registration Statement
No.:
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UNITED
AMERICAN CORPORATION
4151
STE-CATHERINE STREET WEST, SUITE 200
WESTMOUNT,
QUEBEC, CANADA H3Z 01A
October
9, 2006
Dear
Shareholder:
You
are
cordially invited to attend the annual meeting of shareholders of United
American Corporation, which will be held at 3273 E. Warm Springs Rd., Las Vegas,
Nevada 89120, on October 23, 2006, at 11:00 am Pacific Daylight
Time.
Details
of the business to be conducted at the annual meeting are given in the attached
Notice of Annual Meeting of Shareholders and Proxy Statement.
Whether
or not you attend the annual meeting, it is important that your shares be
represented and voted at the meeting. Therefore, I urge you to sign, date,
and
promptly return the enclosed proxy. If you decide to attend the annual meeting
and vote in person, you will of course have that opportunity.
On
behalf
of the Board of Directors, I would like to express our appreciation for your
continued interest in the affairs of United American Corporation.
Sincerely, |
|
/s/
Simon Lamarche
Simon
Lamarche
Chief
Executive Officer and Director
|
UNITED
AMERICAN CORPORATION
4151
STE-CATHERINE STREET WEST, SUITE 200
WESTMOUNT,
QUEBEC, CANADA H3Z 01A
NOTICE
OF ANNUAL MEETING OF
SHAREHOLDERS
|
October
9, 2006
To
the
Shareholders of United American Corporation:
The
annual meeting of shareholders of United American Corporation will be held
at
3273 E. Warm Springs Rd., Las Vegas, Nevada 89120, on October 23, 2006, at
11:00
am Pacific Daylight Time
1. |
To
elect two (2) directors to serve until the next annual meeting of
the
shareholders and until a successor has been elected and qualified;
|
2. |
To
confirm the appointment of Michael Pollack, CPA as the Company’s
independent certified public accountants for the fiscal year ended
December 31, 2006;
|
3. |
To
approve an amendment to the Articles of Incorporation to increase
the
number of shares of common stock authorized for issuance from 50,000,000
to 100,000,000;
|
4. |
To
approve a plan to spin-off Teliphone Corp. (“Teliphone”), a majority-owned
subsidiary of United American Corporation;
and
|
5. |
To
transact any other business that may properly come before the meeting
or
any adjournment of the meeting.
|
Shareholders
of record at the close of business on September 12, 2006 are entitled to notice
of and to vote at the meeting. The Company’s proxy statement accompanies this
notice. All shareholders are invited to attend the meeting in
person.
By Order of the Board of
Directors, |
|
/s/
Simon Lamarche
Simon
Lamarche
Chief
Executive Officer and Director
|
October
9, 2006
IMPORTANT
Whether
or not you expect to attend in person, we urge you to sign, date, and return
the
enclosed Proxy at your earliest convenience. This will ensure the presence
of a
quorum at the meeting. PROMPTLY SIGNING, DATING, AND RETURNING THE PROXY WILL
SAVE UNITED AMERICAN CORPORATION THE EXPENSE AND EXTRA WORK OF ADDITIONAL
SOLICITATION. Sending in your Proxy will not prevent you from voting your stock
at the meeting if you desire to do so, as your Proxy is revocable at your
option.
UNITED
AMERICAN CORPORATION
4151
STE-CATHERINE STREET WEST, SUITE 200
WESTMOUNT,
QUEBEC, CANADA H3Z 01A
For
the Annual Meeting of Shareholders
To
be held October 23, 2006
NO
PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT IN CONNECTION
WITH THE SOLICITATION OF PROXIES MADE HEREBY, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY UNITED AMERICAN CORPORATION OR ANY OTHER PERSON.
MATTERS
TO BE CONSIDERED
This
Proxy Statement is furnished in connection with the solicitation of proxies
by
the Board of Directors of United American Corporation (the “Company”) for use at
the annual meeting of the shareholders of the Company, or any adjournments
thereof. The meeting will be held at 3273 E. Warm Springs Rd., Las Vegas, Nevada
89120, on October 23, 2006, at 11:00 am Pacific Daylight Time, for the following
purpose:
1. |
To
elect two (2) directors to serve until the next annual meeting of
the
shareholders and until a successor has been elected and qualified;
|
2. |
To
confirm the appointment of Michael Pollack, CPA as the Company’s
independent certified public accountants for the fiscal year ended
December 31, 2006;
|
3. |
To
approve an amendment to the Articles of Incorporation to increase
the
number of shares of common stock authorized for issuance from 50,000,000
to 100,000,000;
|
4. |
To
approve a plan to spin-off Teliphone Corp. (“Teliphone”), a majority-owned
subsidiary of United American Corporation;
and
|
5. |
To
transact any other business that may properly come before the meeting
or
any adjournment of the meeting.
|
This
proxy statement and the enclosed form of proxy are first being mailed to
shareholders on or about October 9, 2006.
RECORD
DATE
The
Board
of Directors of United American Corporation has fixed the close of business
on
September 12, 2006 as the record date for the determination of shareholders
entitled to notice of and to vote at the annual meeting.
PROXY
SOLICITATION
In
addition to the solicitation of proxies by the Board of Directors through use
of
the mails, proxies may also be solicited by United American Corporation and
its
directors, officers and employees (who will receive no additional compensation
therefore) by telephone, telegram, facsimile transmission or other electronic
communication, and/or by personal interview. The Company will reimburse banks,
brokerage houses, custodians and other fiduciaries that hold shares of common
stock in their name or custody, or in the name of nominees for others, for
their
out-of-pocket expenses incurred in forwarding copies of the proxy materials
to
those persons for whom they hold such shares. The Company will bear the costs
of
the annual meeting and of soliciting proxies therefore, including the cost
of
printing and mailing this proxy statement and related materials. The Company
has
spent approximately $5,000 in legal and other expenses in the preparation of
this proxy statement and other expenses connected with the solicitation of
security holders. It is anticipated that the Company will spend an additional
$2,000 in solicitation of security holders before the meeting is
held.
Any
questions or requests for assistance regarding the Company's proxies and related
materials may be directed in writing to the Chief Executive Officer, Simon
Lamarche, 4150 Ste-Catherine Street West, Suite 200, Westmount, Quebec Canada
H3Z 0A1.
QUORUM
The
presence, in person or by proxy duly authorized, of a majority of the
outstanding shares of the Company entitled to vote, represented by shareholders
of record, will constitute a quorum of that voting group for action on that
matter. Shares of common stock present in person or represented by proxy
(including shares which abstain or do not vote with respect to one or more
of
the matters presented for stockholder approval) will be counted for purposes
of
determining whether a quorum exists at the annual meeting.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
The
affirmative vote of the holders of a plurality of the shares of common stock
voting on the matter in an election at a meeting at which a quorum is present
is
required for the election of directors. The nominees elected as directors are
those receiving the largest numbers of votes cast by the shares entitled to
vote
in the election, either present in person or represented by proxy at the
meeting, up to the number of directors to be elected by such shares.
Shareholders entitled to vote at any election of directors are not entitled
to
cumulative votes. Votes may be cast in favor of the election of directors or
withheld. Votes that are withheld will be counted for the purposes of
determining the presence or absence of a quorum, but will have no other effect
on the election of directors.
Confirmation
of Michael Pollack, CPA as auditor for the Company will require that the votes
cast for the proposal exceed the votes cast opposing the proposal, excluding
abstentions, at any meeting at which a quorum is present.
A
majority of the votes entitled to be cast on the record date is required for
the
approval of the amendment of the Company’s Articles of Incorporation increasing
the number of common shares authorized for issuance. Stockholders may vote
in
favor of or against this proposal, or they may abstain. Abstentions will be
counted for purposes of determining the presence or absence of a quorum and
will
have the same effect as a vote against the proposals listed in this proxy
statement.
A
majority of the votes entitled to be cast on the record date is required for
the
approval of the plan to spin-off Teliphone Corp. Stockholders may vote in favor
of or against this proposal, or they may abstain. Abstentions will be counted
for purposes of determining the presence or absence of a quorum and will have
the same effect as a vote against the proposals listed in this proxy statement.
Each
share of common stock entitles the holder thereof to one vote per share on
each
matter presented to the stockholders for approval at the annual meeting. On
September 12, 2006, there were an aggregate of 49,969,985 shares of common
stock
outstanding and entitled to vote.
Shares
held in “street name” by brokers or nominees who indicate on their proxies that
they do not have discretionary authority to vote such shares as to a particular
matter will not be voted in favor of such matter and will not be counted as
shares voting on such matter. Accordingly, broker non−votes, if any, will be
counted for the purposes of determining the presence or absence of a quorum,
but
will have no effect on the election of directors or the approval of the other
matters voted upon at the annual meeting.
OTHER
MATTERS
All
Proxies will be voted in accordance with the instructions of the stockholder.
If
no choice is specified, the proxies will be voted FOR the election of all the
nominees to serve as our directors and FOR the approval of all of the other
proposals set forth in the accompanying Notice of Meeting and on the proxy
card.
If other matters are properly presented, however, the persons named as proxy
appointees will vote in accordance with their best judgment on such matters.
The
grant of a proxy also will confer discretionary authority on the persons named
as proxy appointees to vote in accordance with their best judgment on matters
incident to the conduct of the annual meeting.
SHAREHOLDER
PROPOSALS
No
proposals have been received from any shareholder to be considered at the annual
meeting.
DISSENTERS’
RIGHT OF APPRAISAL
There
are
no rights of appraisal or similar rights of dissenters with respect to any
of
the scheduled matters to be acted upon at the annual meeting.
REVOCATION
OF PROXY
Execution
of a proxy by a shareholder will not affect such shareholder's right to attend
the annual meeting and to vote in person. Any shareholder who executes a proxy
has a right to revoke it at any time before it is voted by: (a) advising the
Company in writing of such revocation; (b)
executing
a later-dated proxy which is presented to us at or prior to the annual meeting;
or (c) appearing at the annual meeting and voting in person. Attendance at
the
annual meeting will not itself be deemed to revoke a proxy unless the
shareholder gives affirmative notice at the annual meeting that the stockholder
intends to revoke the proxy and vote in person.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No
person
has any substantial interest, direct or indirect, in the any matter to be acted
upon other than the election of directors.
SHAREHOLDERS
ARE URGED TO READ AND CAREFULLY CONSIDER THE INFORMATION PRESENTED IN THIS
PROXY
STATEMENT, AND SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY.
PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
At
the
annual meeting, shareholders will be asked to consider and to take action on
the
election of two (2) persons to the Board of Directors (the “Board”). The persons
named below are nominees for election as a director and all nominees are
currently serving as directors of the Company. If any such nominee cannot be
a
candidate for election at the annual meeting, then it is management's intention
to vote its shares voted either for a substitute nominee designated by the
Board
or for the election only of the remaining nominees.
Name
|
Age
|
Simon
Lamarche
|
52
|
George
Metrakos
|
35
|
Set
forth
below is a brief description of the background and business experience of each
of the nominees for director.
Simon
Lamarche.
On
November 8, 2005, Mr. Larmache was appointed as our Chief Executive Officer,
Chief Financial Officer and as a member of our board of directors. Since June
2004, Mr. Lamarche has acted as an independent consultant with our subsidiary,
Teliphone, Inc. From January 2004 to June of 2004, Mr. Lamarche was
Director of Sales of MicroQuest, a company specializing in retail and business
sales and integration of computers and networking equipment. From January
2002 to the end of 2003, Mr. Lamarche was President of Vectoria Informatiques
Telecommunications Inc., a company specializing in advanced, internet-based
telecommunications and specialized computer networking within business and
residential applications. Prior to 2002, Mr. Lamarche was Director of
Sales at Jitec Corporation, a company specializing in software development,
computer networking and retail sales.
George
Metrakos.
Mr.
Metrakos was appointed to our board of directors on September 6, 2005. Mr.
Metrakos holds a Bachelor’s of Engineering from Concordia University located in
Montreal, Canada and a Master’s of Business Administration from The John Molson
School of Business at
Concordia
University. Mr. Metrakos has worked with such organizations as Philips B.V.
located in the Netherlands, The Dow Chemical Company, and Hydro Quebec. Mr.
Metrakos was appointed as President and Chief Executive Officer of Teliphone,
Inc. in September 2004. Teliphone, Inc. was formed as a subsidiary of the
Company in September 2004. Mr. Metrakos was appointed as President, Chief
Executive Officer and a member of the board of directors of Teliphone Corp.,
formerly known as OSK Capital II Corp., in June 2005. Teliphone Corp. is
currently a subsidiary of the Company.
It
is the
intention of the person named in the accompanying proxy to vote proxies for
the
election of the two (2) nominees. Each nominee has consented to being named
in
this proxy statement and to serve, if elected. In the event that any of the
nominees should for some reason, presently unknown, become unavailable for
election, the persons named in the form of proxy as proxy holders intend to
vote
for substitute nominees.
TERMS
OF OFFICE
Our
directors are appointed for a one-year term to hold office until the next annual
meeting of our shareholders, or until their successors are elected and
qualified, or until removed from office in accordance with our
bylaws.
EXECUTIVE
OFFICERs
and significant employees
Our
executive officers are appointed by our board of directors and hold office
until
removed by the board. The following table sets forth the names of the Company’s
executive officers, their ages, and present position.
Name
|
Age
|
Position
|
Simon
Lamarche
|
52
|
Chief
Executive Officer
Chief
Financial Officer
|
Information
describing the background and experience of Mr. Larmarche is set forth
above.
EXECUTIVE
COMPENSATION
The
table
below summarizes all compensation awarded to, earned by, or paid to our former
or current executive officers for each of the last three completed fiscal
years.
|
|
Annual
Compensation
|
Long
Term Compensation
|
Name
|
Title
|
Year
|
Salary
($)
|
Bonus
($)
|
Other
Annual Compensation
($)
|
Restricted
Stock
Awarded
($)
|
Options/
SARs
(#)
|
LTIP
Payouts
($)
|
All
Other
Compensation
($)
|
Benoit
Laliberté
|
Former
CEO,
CFO
&
Director
|
2005
2004
2003
|
0
0
0
|
0
0
0
|
275,300
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
Simon
Lamarche
|
CEO,
CFO
&
Director
|
2005
2004
2003
|
42,000
1
n/a
n/a
|
0
n/a
n/a
|
0
n/a
n/a
|
0
n/a
n/a
|
0
n/a
n/a
|
0
n/a
n/a
|
0
n/a
n/a
|
1
$32,500
was received as compensation in connection with services rendered to a
subsidiary entity.
STOCK
OPTION
GRANTS AND COMPENSATION TO DIRECTORS
We
did
not grant any stock options to our executive officers or directors during the
fiscal year ended December 31, 2005.
SIGNIFICANT
EMPLOYEES
We
have
no significant employees other than our executive officers.
FAMILY
RELATIONSHIPS
There
are
no family relationships between or among the directors, executive officers,
or
persons nominated or chosen by us to become directors or executive
officers.
LEGAL
PROCEEDINGS
We
are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
To
the
best of the Company’s knowledge, during the past five years, none of the
following occurred with respect any director, persons nominated to become a
director, or executive officer: (1) any bankruptcy petition filed by or against
any business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that time;
(2)
any conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses); (3) being
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his or her involvement
in
any type of business, securities or banking activities; and (4) being found
by a
court of competent jurisdiction (in a civil action), the SEC or the Commodities
Futures Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
None
of
our directors or executive officers, nor any proposed nominee for election
as a
director, nor any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to all of our outstanding
shares, nor any members of the immediate family (including spouse, parents,
children, siblings, and in-laws) of any of the foregoing persons has any
material interest, direct or indirect, in any transaction over the last two
years or in any presently proposed transaction which, in either case, has or
will materially affect us.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Exchange Act requires the Company’s directors, executive officers,
and persons who beneficially own more than ten percent of a registered class
of
the Company’s equity securities to file with the SEC initial reports of
ownership and reports of changes in ownership of common stock and other equity
securities of the Company. Officers, directors, and greater than ten percent
beneficial shareholders are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file. To the best of the Company’s
knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments
thereof) received by the Company during or with respect to the year ended
December 31, 2005, the following persons have failed to file, on a timely basis,
the identified reports required by Section 16(a) of the Exchange Act during
fiscal year ended December 31, 2005:
Name
and principal position
|
Number
of
late
reports
|
Transactions
not
timely
reported
|
Known
failures to
file
a required form
|
Simon
Lamarche
Chief
Executive Officer, Chief Financial Officer & Director
|
1
|
0
|
0
|
George
Metrakos
Director
|
1
|
0
|
0
|
Benoit
Laliberté
Former
Chief Executive Officer, Chief Financial Officer &
Director
|
0
|
0
|
0
|
Giles
Poliquin
Former
Director
|
1
|
0
|
0
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of September 12, 2006, the beneficial ownership
of our common stock by each executive officer and director, by each person
known
by us to beneficially own more than 5% of the our common stock and by the
executive officers and directors as a group. Except as otherwise indicated,
all
shares are owned directly and the percentage shown is based on 49,969,985 shares
of common stock issued and outstanding on September 12, 2006.
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission. Except as described in the footnotes to this table, and
subject to applicable community property laws, the persons named in the table
have sole voting and investment power with respect to all shares of common
stock
held by them. Except as otherwise indicated, the address of each person named
in
this table is c/o United American Corporation, 4150 Ste-Catherine Street West,
Suite 200, Westmount, Quebec Canada H3Z 0A1.
Title
of class
|
Name
and address
of
beneficial owner (1)
|
Amount
of
beneficial
ownership
|
Percent
of
class*
|
Executive
Officers & Directors:
|
Common
|
Simon
Lamarche
|
0
shares
|
0%
|
Common
|
George
Metrakos
|
150,000
shares (2)
|
0.3%
|
Total
of All Directors and Executive Officers:
|
150,000
shares
|
0.3%
|
More
Than 5% Beneficial Owners:
|
Common
|
Benoit
Laliberté
220
de la Coulee
Mont-Saint-Hilaire,
Quebec, Canada
J3H
5Z6
|
26,250,000
shares (3)
|
52.5%
|
(1) |
As
used in this table, "beneficial ownership" means the sole or shared
power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right
to
acquire within 60 days after such
date.
|
(2) |
Mr.
Metrakos is the indirect beneficial owner of 150,000 shares held
by
Metratech Business Solutions Inc.
|
(3) |
Mr.
Laliberté is the indirect beneficial owner of 26,250,000 shares held by
3874958 Canada Inc.
|
COMMITTEES
OF THE BOARD
United
American Corporation does not currently have a compensation committee, executive
committee, or stock plan committee. United American Corporation is currently
quoted on the OTC Bulletin Board (“OTCBB”), which is sponsored by the NASD,
under the symbol “UAMA.”
The
OTCBB does not have any listing requirements mandating the establishment of
any
particular committees.
AUDIT
COMMITTEE
We
do not
have a separately-designated standing audit committee. The entire Board of
Directors performs the functions of an audit committee, but no written charter
governs the actions of the Board when performing the functions of that would
generally be performed by an audit committee. The Board approves the selection
of our independent accountants and meets and interacts with the independent
accountants to discuss issues related to financial reporting. In addition,
the
Board reviews the scope and results of the audit with the independent
accountants, reviews with management and the independent accountants our annual
operating results, considers the adequacy of our internal accounting procedures
and considers other auditing and accounting matters including fees to be paid
to
the independent auditor and the performance of the independent
auditor.
For
the
fiscal year ending December 31, 2005, the Board:
1. |
Reviewed
and discussed the audited financial statements with management,
and
|
2. |
Reviewed
and discussed the written disclosures and the letter from our independent
auditors on the matters relating to the auditor's
independence.
|
Based
upon the Board’s review and discussion of the matters above, the Board
authorized inclusion of the audited financial statements for the year ended
December 31, 2005 to be included in the Annual Report on Form 10-KSB and filed
with the Securities and Exchange Commission.
NOMINATION
COMMITTEE
The
Company's independent directors annually review all director performance over
the past year and make recommendations to the Board for future nominations.
When
evaluating director nominees, the Company's
independent directors consider the
following factors:
§ |
The
appropriate size of the Company’s Board of Directors;
|
§ |
The
needs of the Company with respect to the particular talents and experience
of its directors;
|
§ |
The
knowledge, skills and experience of nominees, including experience
in
finance, administration or public service, in light of prevailing
business
conditions and the knowledge, skills and experience already possessed
by
other members of the Board;
|
§ |
Experience
in political affairs;
|
§ |
Experience
with accounting rules and practices; and
|
§ |
The
desire to balance the benefit of continuity with the periodic injection
of
the fresh perspective provided by new Board members.
|
The
Company’s goal is to assemble a Board that brings together a variety of
perspectives and skills derived from high quality business and professional
experience. In doing so, the Board will also consider candidates with
appropriate non-business backgrounds.
Other
than the foregoing, there are no stated minimum criteria for director nominees,
although the Board may also consider such other factors as it may deem are
in
the best interests of the Company and its stockholders. In addition, the Board
identifies nominees by first evaluating the current members of the Board willing
to continue in service. Current members of the Board with skills and experience
that are relevant to the Company’s business and who are willing to continue in
service are considered for re-nomination. If any member of the Board does not
wish to continue in service or if the Board decides not to re-nominate a member
for re-election, the
Board
then identifies the desired skills and experience of a new nominee in light
of
the criteria above. Current members of the Board are polled for suggestions
as
to individuals meeting the criteria described above. The Board may also engage
in research to identify qualified individuals. To date, the Company has not
engaged third parties to identify or evaluate or assist in identifying potential
nominees, although the Company reserves the right in the future to retain a
third party search firm, if necessary. The
Board
does not typically consider shareholder nominees because it believes that its
current nomination process is sufficient to identify directors who serve the
Company's best interests.
MEETINGS
OF THE BOARD OF DIRECTORS
During
the fiscal year ended December 31, 2005, the Board met twelve times, in person
or by telephonic conference. Each incumbent Director attended in excess of
75
percent of the total meetings of the Board. In addition, various matters were
approved by consent resolution which in each case was signed by each of the
members of the Board then serving.
THE
BOARD
OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE NOMINEES. PROXIES SOLICITED
BY
UNITED AMERICAN CORPORATION WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN
THEIR PROXIES A CONTRARY CHOICE.
PROPOSAL
NO. 2
SELECTION
OF AUDITORS
The
Board
of Directors selected Michael Pollack, CPA as the Company’s independent auditor
to examine the Company’s financial statements for the fiscal year ended December
31, 2006. The Board is
asking
the shareholders to confirm this appointment.
Representatives
of Michael Pollack, CPA are not expected to be present at the annual meeting
of
the shareholders.
AUDIT
FEES
The
aggregate fees billed by our auditors for professional services rendered in
connection with a review of the financial statements included in our quarterly
reports on Form 10-QSB and the audit of our annual financial statements for
the
fiscal years ended December 31, 2005 and December 31, 2004 were approximately
$28,000 and $23,000 respectively.
AUDIT-RELATED
FEES
Our
auditors did not bill any additional fees for assurance and related services
that are reasonably related to the performance of the audit or review of our
financial statements.
TAX
FEES
The
aggregate fees billed by our auditors for professional services for tax
compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
ended December 31, 2005 and 2004.
ALL
OTHER FEES
The
aggregate fees billed by our auditors for all other non-audit services, such
as
attending meetings and other miscellaneous financial consulting, for the fiscal
years ended December 31, 2005 and 2004 were $0 and $0 respectively.
THE
BOARD
OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF CONFIRMING MICHAEL POLLACK, CPA
AS
THE COMPANY’S INDEPENDENT AUDITOR. PROXIES SOLICITED BY UNITED AMERICAN
CORPORATION WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A
CONTRARY CHOICE.
PROPOSAL
NO. 3
AMENDMENT
TO ARTICLES OF INCORPORATION
The
Board
of Directors (the “Board”) adopted a resolution setting forth an amendment to
Article
IV of the Articles of Incorporation which would increase the total number of
shares of common stock authorized for issuance from 50,000,000 to 100,000,000,
par value of $0.001 per share, and directed that the proposed amendment by
considered at the next annual meeting of the stockholder entitles to vote on
the
amendment. If this proposed amendment is adopted, the newly authorized shares
of
Common Stock will have voting and other rights identical to the currently
authorized shares of Common Stock.
Of
the
50,000,000 currently authorized shares of Common Stock, 49,969,985 shares were
issued and outstanding as of September 12, 2006.
The
Board
of Directors believes that it is in the Company's best interests to have the
flexibility to issue a substantial number of additional shares of Common Stock
as needs may arise without further shareholder action unless required by
applicable law, regulation, listing requirements or the Articles of
Incorporation. At present, we have no agreements, understandings or plans for
the issuance or use of the additional shares of Common Stock proposed to be
authorized. However, the Board of Directors believes that the current number
of
authorized and unreserved shares of Common Stock will be insufficient to meet
our future needs. The availability of additional shares will enhance our
flexibility in connection with possible future actions, such as corporate
mergers, acquisitions of businesses, property or securities, stock dividends,
stock splits, financings, employee benefit programs, and other proper corporate
purposes. The Board of Directors will determine whether, when and on what terms
the issuance of shares of Common Stock may be appropriate in connection with
any
of the foregoing purposes, without the possible expense and delay of a special
meeting of shareholders.
If
this
proposal is approved, the Board of Directors does not intend to seek further
shareholder approval prior to the issuance of any additional shares of Common
Stock in future transactions unless required by law, the Articles of
Incorporation or the listing requirements of any stock exchange upon which
the
Common Stock may be listed. Further, the Board of Directors does not intend
to
issue any shares of Common Stock to be authorized under this proposal except
upon the
terms
the
Board of Directors deems to be in the best interests of the Company and its
stockholders.
The
issuance of additional shares of Common Stock may, among other things, have
a
dilutive effect on earnings per share, and on stockholders' equity and voting
rights. The issuance of additional shares, or the perception that additional
shares may be issued, may also adversely affect the market price of the Common
Stock. Holders of Common Stock have no preemptive rights.
Shares
of
authorized and unissued common stock could be issued in one or more transactions
that could make more difficult, and therefore less likely, that any takeover
of
the Company could occur. Issuance of additional common stock could have a
deterrent effect on persons seeking to acquire control. The Board also could,
although it has no present intention of so doing, authorize the issuance of
shares of common stock to a holder who might thereby obtain sufficient voting
power to assure that any proposal to effect certain business combinations or
amendment to the Company’s Articles of Incorporation or Bylaws would not receive
the required shareholder approval. Accordingly, the power to issue additional
shares of common stock could enable the Board to make it more difficult to
replace incumbent directors and to accomplish business combinations opposed
by
the incumbent board.
THE
BOARD
OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE AMENDMENT TO THE ARTICLES OF
INCORPORATION. PROXIES SOLICITED BY UNITED AMERICAN CORPORATION WILL BE SO
VOTED
UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.
PROPOSAL
NO. 4
SPIN-OFF
OF MAJORITY-OWNED SUBSIDIARY
TELIPHONE
CORP.
The
Board
of Directors believes that it would be in the best interest of United American
Corporation stockholders to approve the spin-off
of
Teliphone Corp. (“Teliphone”). Accordingly, the Board of Directors has
recommended spinning-off Teliphone and distributing Teliphone stock on a
pro-rata basis, without any consideration being paid, to United American
Corporation stockholders by way of a stock dividend. The reasons for the
recommendation include, among other reasons, allowing Teliphone to pursue the
retail VoIP market and allowing its management to carry on independently of
the
parent company.
HOW
APPROVAL WILL AFFECT SHAREHOLDERS
The
plan
to spin-off Teliphone will provide to shareholders of United American
Corporation a stock dividend of shares in Teliphone on a pro-rata basis, without
any consideration being paid. Shareholders will receive a number of shares
which
will give them a percentage ownership of common stock issued and outstanding
in
Teliphone equal to their percentage ownership of common stock issued and
outstanding in United American Corporation.
REASONS
FOR THE PROPOSAL
The
Directors of United American Corporation have determined that the divergent
market segments served by United American Corporation and Teliphone make it
untenable for the companies to operate effectively and efficiently in the
current business environment with a single management team. They have determined
that both companies will be able to more effectively reach their target markets
and maximize shareholder value by pursuing their diverse goals separately,
rather than jointly.
The
Directors of United American Corporation investigated what, if any, additional
steps or alternative courses would best serve the interest of stockholders.
United American Corporation sought to determine whether mergers or transfers
of
assets would be possible, and if it would produce desirable results for
stockholders. After reviewing current market conditions, the relatively size
of
Teliphone and the time required to effect a transaction, management of United
American Corporation believes that the expense of a merger with or transfers
of
assets to another company are greater than the benefits stockholders of United
American Corporation could expect to realize from such a transaction, even
if a
company with a comparable focus that would be willing to engage in such
transaction could be identified.
The
Board
of Directors therefore concluded that it would be in the best interest of the
stockholders of United American Corporation to spin-off Teliphone promptly,
thus
allowing separate management teams to guide each company towards its own
strategic goals. Accordingly, the Board of Directors of United American
Corporation proposes the plan to spin-off Teliphone.
SUMMARY
OF PLAN OF SPIN-OFF
The
majority Stockholders approved the Plan of Spin-Off (the "Plan"), which is
summarized below:
1.
Adoption of Plan. The record date for the spin-off shall be September 12, 2006
and the effective date of the Plan (the "Effective Date") shall be the date
of
the meeting of the shareholders, October 23, 2006, should the plan be approved
by the shareholders of United American Corporation.
2.
No
Provisions for Liabilities. United American Corporation shall not pay or
discharge or set aside a reserve fund for, or otherwise provide for the payment
or discharge of, any liabilities and obligations of Teliphone, including,
without limitation, any contingent liabilities.
3.
Distribution to Stockholders. As soon as practicable after the Effective Date,
United American Corporation shall issue a stock dividend and distribute pro
rata
on the date of its spin-off to the Stockholders of record on the Effective
Date
in complete non-cancellation and non-redeemable restricted common shares of
Teliphone.
Each
Stockholder not holding stock certificates of United American Corporation will
receive through their broker their proportionate shares held at the DTC. Each
Stockholder holding stock
certificates
of United American Corporation will receive a stock certificate from Teliphone
directly.
4.
Articles of Amendment. Subject to Stockholder approval, following the completion
of the spin-off of Teliphone and pursuant to the laws of Florida, the Company
shall file Articles of Amendment (the "Articles") if needed.
5.
Amendment or Abandonment of Plan. The Board may modify or amend this Plan at
any
time without Stockholder approval if it determines that such action would be
advisable and in the best interests of United American Corporation and the
Stockholders. If any amendment or modification appears necessary and in the
judgment of the Board will materially and adversely affect the interests of
the
Stockholders, such an amendment or modification will be submitted to the
Stockholders for approval. In addition, the Board may abandon this Plan without
Stockholder approval at any time prior to the spin-off of Teliphone if it
determines that abandonment would be advisable and in the best interests of
United American Corporation and the Stockholders.
6.
Powers
of Board and Officers. The Board and the officers of the Company are authorized
to approve such changes to the terms of any of the transactions referred to
herein, to interpret any of the provisions of this Plan, and to make, execute
and deliver such other agreements, conveyances, assignments, transfers,
certificates and other documents and take such other action as the Board and
the
officers of the Company deem necessary or desirable in order to carry out the
provisions of this Plan and effect the complete spin-off of Teliphone in
accordance with the Code and State of Florida.
7.
Expenses. The expenses of carrying out the terms of this Plan shall be borne
by
United American Corporation, whether or not the spin-off contemplated by this
Plan is affected.
FEDERAL
INCOME TAX CONSEQUENCES
The
following summary provides general information with regard to the federal income
tax consequences to stockholders on receipt of the stock dividend from United
American Corporation pursuant to the provisions of the Plan. However, the
Company has not sought a ruling from the Internal Revenue Service (the
"Service") with respect to the spin-off and subsequent stock dividend. The
statements below are, therefore, not binding upon the Service, and there can
be
no assurance that the Service will concur with this summary or that the tax
consequences to any stockholder upon receipt of the dividend will be as set
forth below.
The
information below is only a summary of some of the federal tax consequences
generally affecting the Company and its individual U.S. stockholders resulting
from the stock dividend of Teliphone. This summary does not address the
particular federal income tax consequences applicable to stockholders other
than
U.S. individuals nor does it address state or local tax consequences. The tax
consequences discussed herein may affect stockholders differently depending
on
their particular tax situations unrelated to the stock dividend, and
accordingly, this summary is not a substitute for careful tax planning on an
individual basis. Stockholders are encouraged to consult their personal tax
advisers concerning their particular tax situations and the impact thereon
on
receiving the stock dividend. The receipt of the stock dividend may result
in
tax consequences that are unanticipated by stockholders. This summary is based
on the tax
laws
and
regulations in effect on the date of this Proxy Statement, all of which are
subject to change by legislative or administrative action, possibly with
retroactive effect.
For
federal income tax purposes, a stockholder's receipt of the stock dividend
will
be a taxable event and will be treated as a dividend. The dividend will be
taxable as a capital gain to the extent that the distribution exceeds the
shareholder’s basis those shares, or capital loss to the extent that the
shareholder’s basis in those shares exceeds the distribution. The capital gain
or loss (if any) that realized in the distribution will be recognized in the
taxable year in which the distribution is received. Any such capital gain or
loss will be a long-term capital gain or loss if the shares have been owned
for
more than one year and will be a short-term capital gain or loss if the shares
have been owned for one year or less. Shareholders are urged to consult their
own tax advisors regarding the tax consequences to them, in their particular
circumstances, of the receipt of the liquidating distribution.
If
a
stockholder has failed to furnish a correct taxpayer identification number
or
has failed to certify that he or she has provided a correct taxpayer
identification number and that he or she is not subject to "backup withholding,"
the stockholder may be subject to a 30% backup withholding tax with respect
to
the dividend. An individual's taxpayer identification number is his or her
social security number. The backup withholding tax is not an additional tax
and
may be credited against a taxpayer's federal income tax liability.
THE
BOARD
OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE PLAN TO SPIN-OFF MAJORITY-OWNED
SUBSIDIARY, TELIPHONE CORP. PROXIES SOLICITED BY UNITED AMERICAN CORPORATION
WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY
CHOICE.
FINANCIAL
AND OTHER INFORMATION
The
Company has prepared and filed the Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2005. The Company is sending to shareholders the annual
report for the most recent fiscal year.
WHERE
YOU CAN FIND MORE INFORMATION
The
Company is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the "SEC"). You can
read and copy any materials that the Company files with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C., 20549. You
can obtain information about the operation of the SEC's Public Reference Room
by
calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that
contains information the Company files electronically with the SEC, which you
can access over the Internet at http://www.sec.gov. Copies of these materials
may also be obtained by mail from the Public Reference Section of the SEC,
450
Fifth Street, N.W., Washington, D.C., 20549 at prescribed rates.
FUTURE
STOCKHOLDER PROPOSALS
It
is
anticipated that the release date for the Company’s proxy statement and form of
proxy for its next annual meeting of shareholders will be October 23, 2007.
To
be timely, a stockholder's proposal must be delivered to or mailed and received
at the Company’s principal executive offices not later than the close of
business on the sixtieth (60th) day nor earlier than the close of business
on
the ninetieth (90th) day prior to October 23, 2007.
FORWARD-LOOKING
STATEMENTS
This
proxy statement includes statements that are not historical facts. These
statements are “forward-looking statements” as defined in the Private Securities
Litigation Reform Act of 1995 and are based, among other things, on the
Company’s current plans and expectations. As such, these forward-looking
statements involve uncertainty and risk.
The
Company does not undertake any obligation to update the forward-looking
statements contained in this proxy statement to reflect actual results, changes
in assumptions, or changes in other factors affecting these forward-looking
statements.
By Order of the Board of
Directors, |
|
/s/
Simon Lamarche
Simon
Lamarche
Chief
Executive Officer and Director
|
UNITED
AMERICAN CORPORATION
Annual
Meeting of Shareholders
October
23, 2006
PROXY
This
Proxy is solicited on behalf of the Board of Directors for use at the
Annual
Meeting on October 23, 2006
The
undersigned appoints George
Metrakos
of
United American Corporation with full power of substitution, the attorney and
proxy of the undersigned, to attend the annual meeting of shareholders of United
American Corporation, to be held October 23, 2006 beginning at 11:00 am, Pacific
Daylight Time, at 3273 E. Warm Springs Rd., Las Vegas, Nevada 89120, and at
any
adjournment thereof, and to vote the stock the undersigned would be entitled
to
vote if personally present, on all matters set forth in the proxy statement
sent
to shareholders, a copy of which has been received by the undersigned, as
follows:
Please mark your votes as indicated
[X] |
Total Number of Shares Held:
____________ |
This
proxy when properly signed will be voted in the manner directed herein by the
undersigned shareholder. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
PROPOSALS.
Nominees
- Simon Lamarche and George Metrakos
FOR
Election of ALL Nominees
|
NOT
FOR Election of ALL Nominees
|
ABSTAIN
|
[
]
|
[
]
|
[
]
|
Except
vote withheld from the following nominee listed above. (INSTRUCTION: To withhold
authority to vote for a nominee, strike a line through the nominee’s name in the
list below.)
Simon
Lamarche |
George
Metrakos |
2. |
Confirm
Appointment ofMichael
Pollack, CPA as auditor for the
Company
|
FOR
Appointment
|
NOT
FOR Appointment
|
ABSTAIN
|
[
]
|
[
]
|
[
]
|
3. |
Approval
of amendment to the Articles of Incorporation to increase the number
of
shares of common stock authorized for issuance from 50,000,000 to
100,000,000
|
FOR
Amendment
|
NOT
FOR Amendment
|
ABSTAIN
|
[
]
|
[
]
|
[
]
|
4. |
Approval
of spin-off of Teliphone
Corp.
|
FOR
Spin-Off
|
NOT
FOR Spin-Off
|
ABSTAIN
|
[
]
|
[
]
|
[
]
|
In
their
discretion, the proxies are authorized to vote upon such other business as
may
properly come before the meeting.
IMPORTANT
- PLEASE SIGN AND RETURN PROMPTLY. When joint tenants hold shares, both should
sign. When signing as attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership, please sign
in
partnership name by an authorized person. Please sign exactly as your name
appears on your stock certificate(s).
_________________________
|
_________________________
|
_________________________
|
Print
Name
|
Signature
|
Date
|
_________________________
|
_________________________
|
_________________________
|
Print
Name
|
Signature
|
Date
|