Force Protection Inc – ‘PRE 14C’ for 10/8/98

As of:  Thursday, 10/8/98   ·   For:  10/8/98   ·   Accession #:  1065949-98-47   ·   File #:  0-22273

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Preliminary Information Statement                      6     24K 

PRE 14C
1st Page of 6
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 -----------------

 PRELIMINARY

 INFORMATIONAL STATEMENT

 PURSUANT TO SECTION 14 OF

 The Securities Exchange Act of 1934

 BOULDER CAPITAL OPPORTUNITIES III, INC.

(Exact name of registrant as specified in its charter)

 Commission File Number: 0-22273

 CIK: 0001032863

          COLORADO                                  (84-1383888)
(State or other jurisdiction                                (I.R.S. Employer    
of incorporation or organization                             Identification No.)

15662 COMMERCE LANE, HUNTINGTON BEACH, CA                            92649      
(Address of principal executive offices)                           (Zip Code)   

 Registrant's telephone number, including area code:
(714) 895-0944

PRE 14C
2nd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 2nd
 BOULDER CAPITAL OPPORTUNITIES III, INC.
 15662 COMMERCE LANE
HUNTINGTON BEACH, CA 92649

 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
 TO BE HELD OCTOBER 26, 1998

         Notice is hereby  given that the  Special  Meeting of  Shareholders  of
Boulder  Capital  Opportunities  III,  Inc.,  (hereinafter  referred  to as "the
Company") will be held at 15662 Commerce Lane,  Huntington  Beach,  CA 92649, at
1:00 p.m., local time, for the following purposes:                              

         1.       To change the name of the  Company  to Sonic Jet  Performance,
Inc.                                        

         The Board of  Directors  has fixed the  closing of  business on October
_______, 1998, as the record date for the determination of shareholders entitled
to notice of and to vote at this meeting or any adjournment  thereof.  The stock
transfer books will not be closed.                                              

         /s/Alex Mardikian
                               ---------------------------------------
                               Boulder Capital Opportunities III, Inc.
                      Alex Mardikian, Vice-President

PRE 14C
3rd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 3rd
 INFORMATION STATEMENT

 BOULDER CAPITAL OPPORTUNITIES III, INC.
 15662 COMMERCE LANE
HUNTINGTON BEACH, CA 92649

SPECIAL MEETING OF
 SHAREHOLDERS TO BE HELD
OCTOBER 26, 1998

         This Informational  Statement is being furnished to the shareholders of
Boulder Capital Opportunities III, Inc., a Colorado  corporation,  in connection
with the Special Meeting of  Shareholders  to be held at 1:00 p.m.,  October 26,
1998 at 15662 Commerce Lane,  Huntington  Beach,  California.  The Informational
Statement is first being sent or given to shareholders on or about October ____,
1998.                                                                           

NO PROXIES ARE BEING SOLICITED BY THE BOARD OF DIRECTORS.     

         WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.                                                      

EXPENSE OF MAILING

         The expense of preparing and mailing of this Informational Statement to
shareholders  of the  Company is being paid for by the  Company.  The Company is
also requesting  brokers,  custodians,  nominees and fiduciaries to forward this
Informational  Statement to the beneficial  owners of the shares of common stock
of the Company held of record by such  persons.  The Company will not  reimburse
such persons for the cost of forwarding.                                        

 INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON

         None. No director or shareholder  owning 10% or more of the outstanding
shares has  indicated  her or his intent to oppose any action to be taken at the
meeting. No officer or director or shareholder has any interest in any matter to
be voted upon.                                                                  

VOTING SECURITIES AND BENEFICIAL OWNERSHIP

         As of the call date of the meeting, October ___, 1998, the total number
of common shares outstanding and entitled to vote was 6,310,0000.               

         The holders of such shares are entitled to one vote for each share held
on the record date. There is no cumulative voting on any matter on the agenda of
this meeting.  No additional  shares will be issued  subsequent to call date and
prior to meeting.                                                               

PRE 14C
4th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 4th
 RECORD DATE

         Stock transfer  records will remain open.  ___________,  1998, shall be
the record date for determining shareholders entitled to vote and receive notice
of the meeting.                                                                 

PRINCIPAL HOLDERS OF VOTING SECURITIES

         The following  table sets forth  information  as of October ___,  1998,
with respect to the shares of common stock of the Company owned by (i) owners of
more than 5% of the  outstanding  shares of common stock,  (ii) each director of
the  Company,  and (iii) all  directors  and officers of the Company as a group.
Unless  otherwise  indicated,  all shares  are held by the person  named and are
subject to sole voting and investment are by such person.                       

                                                                [Download Table]

                                                                      
Title   Name and                          Amount and           Percent
  of    Address of                        Nature of            of     
Class   Beneficial Owner                  Beneficial Interest  Class  

Common  Sonic Jet                          5,000,000           79.2%  
        Performance, LLC                                              
        15662 Commerce Lane                                           
        Huntington Beach, CA  92649                                   
        (beneficially owned                                           
        by Albert Mardikian)                                          

Common  Alex Mardikian, Pres. & Director      0                0%     
        15662 Commerce Lane                                           
        Huntington Beach, CA  92649                                   

Common  Hratch Khedesian, Director            0                0%     
        15662 Commerce Lane                                           
        Huntington Beach, CA  92649                                   

Common  Vatche Khedesian, Director            0                0%     
        15662 Commerce Lane                                           
        Huntington Beach, CA  92649                                   

Common  George Tfaye, Director                0                0%     
        15662 Commerce Lane                                           
        Huntington Beach, CA  92649                                   

Common  Combined ownership as a group                          79.2%  

VOTING REQUIRED FOR APPROVAL

         I. One third of the shares of common  stock  outstanding  at the record
date must be represented  at the Special  Meeting in person or by proxy in order
for a quorum to be present,  but if a quorum should not be present,  the meeting
may be  adjourned  without  further  notice to  shareholders,  until a quorum is
assembled.  Each  shareholder  will be  entitled to cast one vote at the Special
Meeting for each share of common stock registered in such  shareholder's name at
the record date.                                                                

         II. The  Colorado  Corporation  Act and the  Articles of  Incorporation
require  that 67 2/3 of the  outstanding  shares  vote in favor of the  proposed
Amendment  to the  Articles  of  Incorporation  to change  the name to Sonic Jet
Performance, Inc.                                                               

 REMUNERATION AND OTHER TRANSACTIONS WITH MANAGEMENT

(a)  Cash Compensation.                                       

         Compensation  paid by the Company for all services  provided during the
fiscal year ended  December  31,  1997,  (1) to each of the  Company's  two most
highly  compensated   executive   officers  whose  cash  compensation   exceeded
$60,000.00  and  (2)  to all  officers  as a  group  is set  forth  below  under
directors.                                                                      

None.                                       

PRE 14C
5th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 5th
(b)  Compensation Pursuant to Plans.  None.                   

(c)  Other Compensation.  None.                               

(d)  Compensation of Directors.  None.                        

         Compensation  paid by the Company for all services  provided during the
period ended  September  30,  1998,  (1) to each of the  Company's  officers and
directors whose cash  compensation  exceeded  $60,000.00 and (2) to all officers
and directors as a group is set forth below:                                    

                                                                [Download Table]

                                                                    
Name of Individual     Capacities                                   
Number of Persons      in                   Cash           Stock    
in group               which served      compensation  Compensation 
--------------------   ----------------  ------------  -------------

Robert Soehngen*       President/Secy             0             0   

Alex Mardikian         Vice President             0             0   

Hratch Khedesian       Director                   0             0   

Vatche Khedesian       Director                   0             0   

George Tfaye           Director                   0             0   

All officers and                                                    
directors as a group                              0             0   
to September 30, 1998                                               

*Now Resigned                                                       

 AMENDMENTS TO CHARTER

 I. CHANGE IN CORPORATE NAME

         The Board is asking  shareholders  to  authorize  a name  change of the
Corporation  to Sonic Jet  Performance,  Inc. and to approve an amendment to the
Articles of Incorporation to change the name to Sonic Jet Performance, Inc.     

 BOARD OF DIRECTORS AND OFFICERS

          The four  persons  listed  below are  Officers  and the members of the
Board of Directors, serving until the next annual meeting.                      

         ALEX  MARDIKIAN,  age  27,  Vice  President,  received  an AS in  Water
Technology  from Mount San Antonio  College in 1993. From 1993 to 1995 he was an
Inventory  Operations  Manager for Lynn Vick  Products,  a  watercraft  products
supplier.  From 1995 to 1997 he was a regional  service  manager in the  Western
Utility Division with Schlumberger Industries. From 1990 to 1993 he was employed
by Laser Jet Performance as a production manager.                               

PRE 14C
Last Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 6th
     HRATCH  KHEDESIAN,  age 31,  studied at UCLA and at  Goldenwest  College in
finance and business.  From 1987 to present he has worked for  Mardikian  Design
and its  successor,  Laser Jet  Performance,  in product  design and  production
engineering.  He has had on the job  training  in  production  engineering,  new
product  development,  purchasing,  management and training,  accounting,  human
resources,  CAD-CAM  Design,  and  Computer  Numeric  Control  Programming.  Mr.
Khedesian now holds the title of President of R&D and New Product Development of
Sonic Jet Performance,  LLC, USA and also Vice Chairman and CEO of Nanning Sonic
Jet China.                                                                      

     VATCHE  KHEDESIAN,  age 24, obtained a BA from the University of California
at Santa  Barbara  in 1997,  with a major in  Marketing  &  Finance.  He  became
employed by Sonic Jet  Performance  in January  1998 as a business  organization
plan.  He was  operations  manager for MB2 West from 1996 to 1998.  From 1993 to
1995 he was a  warehouse  manager  for Akari  Gemini.  For six months in 1996 he
worked as an aide in the Financial Marketing Department of Merrill Lynch.       

     GEORGE TFAYE, age 44, obtained an educational  certificate at the Technical
Institute of Aleppo Syria in 1976 in machining, tooling, Production Engineering,
and Mold Making.  He has been Vice President of Production  Engineering  and New
Product  Development at Sonic Jet Performance,  Inc. since 1987. He is Secretary
and a Director of Golden Empire Trading, Inc. since 1989.                       

INDEPENDENT PUBLIC ACCOUNTANTS

         Michael B. Johnson & Company, of Denver,  Colorado, has been engaged as
the Certifying accountants for the period through fiscal year 1998.             

 SHAREHOLDER PROPOSALS

         Shareholders are entitled to submit proposals on matter appropriate for
shareholder  action  consistent with  regulations of the Securities and Exchange
Commission.  Should a  shareholder  intend to present a proposal  at next year's
annual or any  special  meeting,  it must be received  by the  secretary  of the
Company, at 15662 Commerce Lane,  Huntington Beach,  California 92649, not later
than 90 days prior to the  meeting,  in order to be  included  in the  Company's
proxy  statement and form of proxy  relating to that meeting.  It is anticipated
that the next annual meeting will be held in May, 1999.                         

Dated: OCTOBER 16, 1998                                                         

By Order of the Board of Directors                                              

/s/Alex Mardikian                                                               
----------------------------------                                              
Alex Mardikian, Vice President                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14C’ Filing		Date		First		Last			Other Filings
		10/26/98		2		3
		10/16/98		6
Filed on / For Period End:		10/8/98							8-K
		9/30/98		5					10QSB,  NT 10-Q
		12/31/97		4					10KSB,  NT 10-K
									List all Filings