SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
ART DIMENSIONS, INC.
-------------------------------------
(Name of Registrant as Specified In Its Charter)
William T. Hart - Attorney for Registrant
---------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
----------------------------------------------------------------
1
ART DIMENSIONS, INC.
3636 S. Jason St.
Englewood, CO 80113
(303) 781-7280
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER __, 2012
To the Shareholders:
Notice is hereby given that a special meeting of the shareholders of Art
Dimensions, Inc. (the "Company") will be held at 1624 Washington Street, Denver,
CO 80203 on November __, 2012, at 10:00 a.m., for the following purposes:
(1) to approve an amendment to the Company's Articles of Incorporation to
change the name of the Company to Southern Hospitality Development Corp.; and
to transact such other business as may properly come before the meeting.
October 19, 2012 is the record date for the determination of shareholders
entitled to notice of and to vote at such meeting. Shareholders are entitled to
one vote for each share held of record. As of October 19, 2012 there were
1,082,600 outstanding shares of the Company's common stock.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ATTACHED PROXY CARD,
AND SIGN, DATE AND RETURN THE PROXY CARD.
TO SAVE THE COST OF FURTHER SOLICITATION,
PLEASE VOTE PROMPTLY
2
ART DIMENSIONS, INC.
3636 S. Jason St.
Englewood, CO 80113
(303) 781-7280
PROXY STATEMENT
The accompanying proxy is solicited by the Company's directors for voting
at the special meeting of shareholders to be held on November ____, 2012, and at
any and all adjournments of such meeting. If the proxy is executed and returned,
it will be voted at the meeting in accordance with any instructions, and if no
specification is made, the proxy will be voted for the proposals set forth in
the accompanying notice of the special meeting of shareholders. Shareholders who
execute proxies may revoke them at any time before they are voted, either by
writing to the Company at the address shown above or in person at the time of
the meeting. Additionally, any later dated proxy will revoke a previous proxy
from the same shareholder. This proxy statement was posted on the Company's
website and mailed to shareholders of record on or about October __, 2012.
There is one class of capital stock outstanding, that being common stock.
Provided a quorum consisting of one-third of the shares entitled to vote is
present at the meeting, the adoption of the proposals to come before the meeting
will require the approval of a majority of votes cast at the meeting.
Shares of the Company's common stock represented by properly executed
proxies that reflect abstentions or "broker non-votes" will be counted as
present for purposes of determining the presence of a quorum at the annual
meeting. "Broker non-votes" represent shares held by brokerage firms in
"street-name" with respect to which the broker has not received instructions
from the customer or otherwise does not have discretionary voting authority.
Abstentions and broker non-votes will not be counted as having voted against the
proposals to be considered at the meeting.
PRINCIPAL SHAREHOLDERS
The following table lists, as of October 19, 2012, the shareholdings of
(i) each person owning beneficially 5% or more of the Company's common stock
(ii) each officer of the Company and (iii) all officers and directors as a
group. Unless otherwise indicated, each owner has sole voting and investment
powers over his shares of common stock.
3
Name and Address Number of Shares Percent of Class
Rebecca Gregarek 325,000 (1) 30%
3636 S. Jason St.
Englewood, CO 80113
Kathy Sheehan 270,000 (2) 25%
3636 S. Jason St.
Englewood, CO 80113
Todd Sheehan 245,000 23%
3636 S. Jason St.
Englewood, CO 80113
All Officers and 595,000 55%
Directors as a group
(two persons)
(1)Includes 5,000 shares held of record by Ms. Gregarek's minor child.
(2)Includes 15,000 shares held of record by Ms. Sheehan's minor children.
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE NAME OF
THE COMPANY TO SOUTHERN HOSPITALITY DEVELOPMENT CORP.
The Company has not been profitable since its inception in 2008. The
Company believes that its operating losses are partly due to the recession which
began in 2008 and the nature of the Company's business, i.e. providing
consulting and marketing services with respect to paintings, sculptures and
other forms of fine art. Consequently, the Company believes that a change in the
Company's business plan would be in the best interest of the Company's
shareholders.
The Company is of the opinion that the hospitality industry is attractive
to investors and plans to pursue opportunities in this area.
Accordingly, the shareholders of the Company are being requested to vote
on the adoption of an amendment to the Company's Articles of Incorporation
changing the name of the Company to Southern Hospitality Development Corp.
The Board of Directors recommends that the shareholders vote for this
proposal.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
The Company's Annual Report on Form 10-K for the year ending December 31,
2011 will be sent to any shareholder of the Company upon request. Requests for a
copy of this report should be addressed to the Secretary of the Company at the
address provided on the first page of this proxy statement.
4
GENERAL
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection with
solicitation of proxies will be paid by the Company including any additional
solicitation made by letter, telephone or telegraph. Failure of a quorum to be
present at the meeting will necessitate adjournment and will subject the Company
to additional expense.
The Company's Board of Directors does not intend to present and does not
have reason to believe that others will present any other items of business at
the annual meeting. However, if other matters are properly presented to the
meeting for a vote, the proxies will be voted upon such matters in accordance
with the judgment of the persons acting under the proxies.
Please complete, sign and return the attached proxy promptly.
5
ART DIMENSIONS, INC. PROXY
This Proxy is solicited by the Company's Board of Directors
The undersigned stockholder of Art Dimensions acknowledges receipt of the
Notice of the Special Meeting of Stockholders to be held at 1624 Washington
Street, Denver, CO 80203, on November __, 2012, at 10:00 a.m., and hereby
appoints William T. Hart with the power of substitution, as Attorney and Proxy
to vote all the shares of the undersigned at said special meeting of
stockholders and at all adjournments thereof, hereby ratifying and confirming
all that said Attorney and Proxy may do or cause to be done by virtue hereof.
The above named Attorney and Proxy is instructed to vote all of the
undersigned's shares as follows:
(1) To approve an amendment to the Company's Articles
of Incorporation to change the name of the Company
to Southern Hospitality Development Corp.;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
To transact such other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF PROPOSAL 1.
The Board of Directors recommends a vote FOR Proposal 1.
Dated this ____ day of __________ 2012.
----------------------------------
(Signature)
----------------------------------
(Print Name)
Please sign your name exactly as it appears on your stock certificate. If shares
are held jointly, each holder should sign. Executors, trustees, and other
fiduciaries should so indicate when signing.
Please Sign, Date and Return this Proxy so that your shares may be voted at the
meeting.
Send the proxy statement by regular mail, email, or fax to:
HART & TRINEN, LLP
1624 Washington Street
Denver, CO 80203
(303) 839-0061
6
ART DIMENSIONS, INC.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders to Be Held on November __, 2012.
1. This notice is not a form for voting.
2. This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. We
encourage you to access and review all of the important information
contained in the proxy materials before voting.
3. The Proxy Statement, Information Statement, Annual Report to
Shareholders is available at www.awinc.net/proxy_materials.php
4. If you want to receive a paper or email copy of these documents, you
must request one. There is no charge to you for requesting a copy.
Please make your request for a copy as instructed below on or before
October _____, 2012 to facilitate timely delivery.
A special meeting of the Company's shareholders will be held at 1624
Washington Street, Denver, CO 80203 on November ____, 2012, at 10:00 a.m., for
the following purposes:
(1) to approve an amendment to the Company's Articles of Incorporation to
change the name of the Company to Southern Hospitality Development Corp.; and
to transact such other business as may properly come before the meeting.
The Board of Directors recommends that shareholders vote FOR the proposal
listed on the Notice of Special Meeting of Shareholders.
October 19, 2012 is the record date for the determination of shareholders
entitled to notice of and to vote at such meeting. Shareholders may cast one
vote for each share held.
Shareholders may access the following documents at
www.awinc.net/proxy_materials.php:
o Notice of the 2012 Special Meeting of Shareholders
o Company's 2012 Proxy Statement;
o Proxy Card
Shareholders may request a paper copy of the Proxy Materials and Proxy
Card by calling 1-512-795-2300, or by visiting www.awinc.net/proxy_materials.php
and indicating if you want a paper copy of the proxy materials and proxy card:
o for this meeting only, or
o for this meeting and all other meetings.
If you have a stock certificate registered in your name, or if you have a
proxy from a shareholder of record on October 19, 2012, you can, if desired,
attend the Special Meeting and vote in person.
Shareholders can obtain directions to the 2012 special shareholders'
meeting at www.awinc.net/proxy_materials.php.
Please visit www.awinc.net/proxy_materials.php to print and fill out the
Proxy Card. Complete and sign the proxy card and mail the Proxy Card to:
Hart & Trinen, LLP
1624 Washington Street
Denver, CO 80203
(303) 839-0061