UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
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KLEVER MARKETING, INC.
(Name of Registrant as Specified In Its Charter)
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July 31, 2001
To all Shareholders:
We are writing to inform you of the circumstances of the postponement of the
Klever Marketing, Inc. Annual Shareholder Meeting on July 26. We had fully
planned to have this meeting and had, in fact, made all necessary preparations.
Unfortunately at the last minute, on the afternoon prior to the meeting, our
corporate attorneys, Fabian & Clendenin, advised us that attorneys for one of
the Klever Marketing directors, Paul G. Begum, had threatened legal action to
stop the meeting. At that point, our attorneys advised us that it was possible
that a temporary restraining order could be issued, since the judge would act
based only on affidavits rather than actual facts. Our attorneys also advised
that the cost of litigation to the Company would be substantial. In addition, we
were very concerned that the threatened legal action by director Begum might
seriously jeopardize the Company's chances of gaining funding and closing
certain strategic agreements, which are crucial to our Company's success.
Mr. Begum's attorneys said that the reasons they took this action were two fold:
(1) they claimed that one of our largest shareholders, C. Terry Warner, had
solicited proxies for his candidacy as a director from more than 10
shareholders, which if true, would be a violation of an SEC rule and (2), they
claimed that the board of directors and officers of the Company wrongfully
solicited shareholders on behalf of C. Terry Warner and/or assisted Mr. Warner
in his candidacy.
It is important to note, that, with the exception of Paul G. Begum's assertions,
the board members can find no evidence in support of these allegations and
director Begum has offered no evidence to support his assertions. We believe
that neither charge has merit. However, to reduce the risk of legal action and
its accompanying costs and adverse consequences all to the great detriment of
our shareholders, we decided to postpone the annual meeting until Thursday,
September 27, 2001. Directors Michael Mills, Paul Smith, Rick Trout, Len
Southwick, Bill Bailey and Corey Hamilton wish to apologize for this
inconvenience to all of you. We regret the delay and know that it is a
considerable inconvenience to our shareholders.
Despite this delay, the Company is moving forward on all fronts for our success.
The Company is making significant gains in executing our business plan. To date,
we have publicly disclosed contracts with two quality U.S. supermarket chains.
These are Hy-Vee Supermarkets, a 184-store chain based in Des Moine, IA, and Big
Y Food Stores, based in Springfield, MA. The Company expects to announce further
contracts in the near future.
We are actively negotiating with potential strategic partners in the technology
and media industries. Although there is no guarantee of future success in these
areas, the Company feels confident in its ability to contract with quality
business partners who will enhance our business proposition.
On the technology side of the business, our engineering group has made
significant strides in developing a more reliable, customer friendly and cost
efficient wireless platform, which revolutionized the way retailers and
advertisers, communicate to their shoppers. Please plan on attending our
re-scheduled annual shareholder meeting mentioned above to see first hand
working models of the Klever Kart System including demonstrations by some of our
engineering staff.
Once again, we greatly regret the necessity for the postponement of the annual
shareholder meeting and the inconvenience it caused you. We would like as many
of you as possible attend the re-scheduled meeting on September 27th at the
Hampton Inn 425 South 300 West in Salt Lake City. If you have any questions
call, StacyAnn Hoerner at 801-322-1221 ext. 113 or email
stacyannr@kleverkart.com. Management will be revising the proxy materials and
proxy and will be sending them to you in advance of this meeting.
D. Paul Smith Corey Hamilton
Chairman of the Board President/CEO