UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Espre Solutions, Inc.
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(Name of Registrant as Specified In Its Charter)
Espre Shareholder's Committee (ESC)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
[ ] 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.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PROXY
ESPRE SHAREHOLDERS COMMITTEE (ESC)
The undersigned shareholder(s) of Espre Solutions, Inc. a Nevada Corporation,
appoints Joseph Saline, Chris Wilson and Dave Della, any one acting alone, as
proxy and attorney-in-fact, with full power of substitution, to represent the
undersigned at the Special Shareholders Meeting on May 16th, 2009 and/or at any
adjournment, postponement or continuance of that meeting and/or at a regular
annual shareholder's meeting held during 2009.
The proxy holder shall be entitled to vote all shares of Espre common stock that
the undersigned would be entitled to vote if personally present, for or against
any proposal, including the election of members of the Board of Directors, and
any and all matters that may come before the meeting, in accordance with the
instructions noted on enclosed the proxy card.
Shareholder(s):
Espre Solutions, Inc. is currently in bankruptcy. There is a plan in place,
already filed with the bankruptcy court, to liquidate your positions as
shareholders. Espre management has submitted a reorganization plan to erase all
the common stock which translates to zero value for you and all of the
individuals who invested to develop this company.
A group of concerned shareholders, the Espre Shareholders Committee (ESC) is
working to return Espre to its original focus and profit potential. We need your
support. Please take the time to review the information in this transmittal.
Then, complete, sign, date and return the enclosed proxy form. Our committee is
in the process of moving forward with legal representation with a litigator and
a bankruptcy attorney. Our objective is to reinstate your stock by presenting an
alternative plan to the bankruptcy court. That plan will propose new management,
including directors, who will resume company efforts to pursue already
identified as well as new potential revenue sources.
PROXY STATEMENT
The Espre Shareholder's Committee (ESC), representing owners of more than 25% of
the current outstanding shares, has requested a special shareholder's meeting be
held on May 16, 2009. So far, management has ignored that request. So, the
meeting will likely occur at a later date. The primary purpose of the meeting is
to elect six ESC members as new directors of Espre in accordance with our
bylaws.
THE ESPRE SHAREHOLDER'S COMMITTEE (ESC) IS MAKING THIS PROXY SOLICITATION ON
BEHALF OF ITS MEMBERS AND NOT ON BEHALF OF ESPRE'S CURRENT MANAGEMENT OR BOARD
OF DIRECTORS.
The ESC has requested that this solicitation be made as part of Espre's `notice
of meeting' with specified date, location and time, which should be sent to all
shareholders at least two weeks before the scheduled meeting date. If the
company does not cooperate, this solicitation may be made by mail, Email,
facsimile and telephone. Funds expended to date are approximately $2,000 and are
expected to total less than $10,000. All costs will initially be borne by ESC
but reimbursement will be sought from the registrant with approval of its board
of directors at a later date. According to information available to ESC there
are approximately 362 million shares outstanding and eligible to be voted at the
special shareholder meeting. Each share may cast one vote for each board
candidate and/or meeting item to be considered. Directors will be elected by a
plurality of the votes cast by the shares entitled to vote in the election at a
meeting at which a quorum is present. A quorum may not consist of less than 1/3
of the outstanding shares eligible to vote.
Following are the principal coordinators of the ESC, none of whom are being
compensated:
Name & Address Occupation Securities Held
-------------- ---------- ---------------
Joseph P. Saline Jr. Retired 12,014,500
5838 Redondo Dr.
Bonsall, CA 92003
Christopher Wilson Business Owner 1,964,243
2 West Rd
South Salem, NY 10590
Dave Della Sr Business Owner 346,000
2906 Eagleville Rd.
Audubon, PA 19403
WHY YOU'RE RECEIVING THIS PROXY SOLICITATION
An investor who holds a senior convertible note, the Dalcor group, has forced
Espre into unnecessary and destructive bankruptcy proceedings. The recovery plan
Espre has submitted to the bankruptcy court proposes to eliminate your and all
other equity positions. The ESC members believe your investment in Espre is
being manipulated by a single investor, who we believe controls the Dalcor
Group. He has taken control of the company from the original management team,
completely dismantled the technical and sales teams and has placed the company
into bankruptcy in order to selfishly protect his senior note but in reality
wants to hijack the company for his sole benefit. However, Espre remains
perfectly capable of being very successful as originally envisioned under new,
competent management.
Please note that current management has not communicated with shareholders and
is in violation of SEC rules by not holding annual meetings and elections of
directors. Remember, management reports to the board of directors and in normal
companies, the directors are elected by the shareholders. The directors are
supposed to be YOUR representatives but you've never been allowed to vote for
them. Annual shareholder meetings and director elections have not happened to
date with Espre, even though it's almost five years old. Instead, the current
director, appointed by special interests, has brought this company to
Bankruptcy, violated his fiduciary duty to shareholders and proceeded with
actions that are severely damaging to you and all other common shareholders.
The Espre Shareholder's Committee (ESC), representing more than 100 million
(more than 25%) of the current 362 million outstanding shares has engaged the
services of both paid and unpaid legal help to assist in our efforts to regain
control of the company. We're currently proceeding on a two prong , parallel
approach; 1) Appeal directly to the court with evidence of current management
fraud, malfeasance and nonfeasance in order to stay the bankruptcy proceedings
for at least 60 days and; 2) To gain control of the Board of Directors in order
to work from within the company to rebuild the company.
Your ESC volunteer representatives have requested, in accordance with our
bylaws, that Espre conduct a special shareholder's meeting to be held on May 16,
2009. (see letter below) So far, management has ignored that request. So, the
meeting will likely occur at a later date, following anticipated litigation. The
primary purpose of the meeting, whenever held, is to elect six ESC members as
new directors of Espre in accordance with our bylaws. Those directors will
represent the interests of the shareholders instead of just one creditor,
Dalcor.
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Mr. William Hopke, CEO and
Chairman of The Board of Directors
Espre Solutions, Inc.
Dear Mr Hopke,
Shareholders owning in excess of 100 million shares of common stock of Espre
Solutions, Inc. respectfully request that you call a `special meeting' of
shareholders in accordance with Espre Bylaws sect. 1.2. The purpose of the
meeting is to elect six (6) shareholder members of the Espre Shareholders
Committee (ESC) to become directors of the Corporation in accordance with sect
2.6 of the bylaws. Their term of office shall be one year from the special
meeting date or until the next annual shareholder's meeting whichever is later.
Affidavits of support by the requesting shareholders are on file with the ESC
attorney, Steven Skovron 215-885-0786.
Please arrange the meeting to be held at the corporate offices in Plano or such
other local facility you select which will accommodate an estimated minimum of
50 persons. Request the meeting be held on Saturday, May 16th, 2009. In advance
of the meeting the ESC intends to solicit shareholder proxies for the election.
We will shortly submit to the SEC, via Edgar, a formal proxy statement in
accordance with SEC Sched 14A . That statement (including return proxy card)
will also be provided to you for inclusion along with Espre's meeting notice to
shareholders as of record date 1 April, 2009. Please arrange for the stock
transfer agent and The Depository Trust and Clearing Corporation to
expeditiously mail these items to all common shareholders.
Thank you in advance for your cooperation,
Joseph P. Saline Jr,
Espre Shareholder and ESC Representative
760-643-1796
If current management resists this special meeting initiative we will advise the
SEC and appeal to the bankruptcy court to require Espre to comply. When
successful, the new directors will have control of the board and will petition
for the withdrawal of the current bankruptcy recovery filing and to present a
new plan to the court within 90 days. That plan will reinstate your equity
position and detail the opportunities available to Espre under changed,
professional management.
The ESC members have uncovered a substantial amount of evidence that will be
submitted to the court by our lawyers. The purpose is to show that the initial
bankruptcy filing itself is fraudulent and the current Espre recovery plan
presented to the court does not fairly consider all stakeholders. It completely
wipes out all equity (common stock) holders. It will show that many of the
allegations in the court filings are at least inaccurate if not outright lies.
It is a blatant attempt by Dalcor to hijack the company from the shareholders.
IT IS THE BELIEF OF THE ESPRE SHAREHOLDERS COMMITTEE (ESC), AS DOCUMENTED WITH
EVIDENCE, THAT THESE AND OTHER ISSUES DETRIMENTAL TO SHAREHOLDERS EXIST:
CURRENT `MANAGEMENT' (1 DIRECTOR?) is obviously only interested in preserving
Dalcor's interest. Dalcor `controls' only ~80 million of the ~362 million
shares outstanding.
Dalcor can convert their `senior note' to controlling common shares but then
they'd have to get in line like the rest of the shareholders now that they've
filed for bankruptcy protection.
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Espre Solutions, under the direction of William Hopke, CEO and Chairman of the
Board, has been working under the direction of John W Hunter (Dalcor) to
bankrupt this company and pirate away everything developed to date with your
investment.
William Hopke, in filing the Form 8 documents to the SEC, has done so on a
fraudulent basis and we have the documentation to support our claim. Our members
have also reported this act to the SEC.
William Hopke and Mr. Hunter have been acting in a capacity that violates
Espre's bylaws and SEC Regulations. There has been no SEC required annual
meeting and/or election of directors.
They've allowed the stock to be de-listed from the OTC Bulletin Board.
William Hopke has turned down revenue opportunities in the last six months which
would have prevented the current dire financial status of Espre.
Hopke is completely ignoring the shareholders. He has not communicated with
shareholders about ESPRE's progress/status/future plans.
Cancelling the common-sense Blideo combination (announced by Hopke in a press
release last summer) is blatantly anti-shareholder, benefitting only Dalcor's
separate interest in Blideo.
Deliberately not pursuing common sense `corrections' to the `blue sky' and other
`formation' issues is gross malfeasance/non-feasance
Hopke has delayed pursuing sales opportunities developed in the past and has
refused to pursue new sales opportunities proffered by interested persons.
The ESC intends to add six directors to Espre's board. Our candidates have
extensive business and investment experience. They will act to stop the current
movement to liquidate your positions. The proposed new shareholder/directors
will take control of the Board of Directors from the current director (placed
there by Dalcor) who also serves as officer and executive manager of Espre.
The new directors will immediately re-establish a strong sales and marketing
organization. We will request the key technical and marketing/salespeople, whose
revenue deals were rejected and who then were subsequently fired by Hopke, to
re-establish those contacts. We will initiate talks with those customers as soon
as we gain control. We believe we can re-secure several of our former potential
customers for almost immediate revenue creation. ESC expects to begin generating
revenue within three months of takeover. Your ESC volunteers are working on such
plans now.
We have prepared a very positive, preliminary, pro-forma revenue forecast that
will be provided to the bankruptcy court to validate the viability of Espre as a
valuable business and demonstrate the gross mismanagement by the current Espre
leadership. We will also shortly ask all the shareholders that were missed in
the Blue-Sky filings to submit a waiver releasing Espre of any liability. This
is important for our reorganization plan. This waiver is the only method we can
think of to protect your interests at this time.
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The ESC is working on a reorganization plan that will raise some working capital
and re-shuffle management as necessary. This new capital investment plan is
contingent upon the bankruptcy court finding that Dalcor's default is fraudulent
and either negating or changing the terms of the original note in order for
Espre to satisfy that creditor and others, over time, from earnings.
BOARD OF DIRECTORS CANDIDATES
ATTENTION SHAREHOLDERS: The Espre Shareholder's Committee has identified a slate
of candidates for Espre's Board of Directors who we believe will best represent
the interests of SHAREHOLDERS. Six shareholder director candidates are listed
below and brief resumes are provided. Please be aware that these individuals
have been long-time Espre investors and have been active in various aspects of
the company's early development. You can be assured that these candidates are
pledged to focus on SHAREHOLDER VALUE ahead of management, bondholder or other
self-interests.
Candidates:
1. Joe Saline (Organization & Planning Expertise)
2. Dave Della (Company Development & Former Espre Director)
3. Craig Tabler (Information Technology Expertise)
4. David Broderick (Sales & Marketing Expertise)
5. Eric Langford (Realty Development and Banking)
6. Bob Nimon (Technical Engineering Expertise)
BRIEF RESUMES:
JOSEPH P. SALINE JR.
Retired Aerospace Manager. Retired Colonel, USAF. Former Chairman of the Board,
Orange County (Calif.) Chamber of Commerce. Former Board Member, Commonwealth
Energy Corp. Board member, InterBill Corp. Bachelor of Mechanical Engineering;
Master of Science in Industrial Administration. Forty years investment
experience including numerous start-up companies. Experienced industrial
manager, efficiency expert, business planner and organizational specialist. Long
term investor and advisor, Espre Solutions.
DAVID DELLA SR.
Owned, developed and sold various businesses for more than thirty years. CEO of
own company and former member of board of directors for several small companies.
Owner of David Della Broker, Inc. in Pennsylvania. Currently owns and develops
Industrial real estate as part of brokerage company operations. Formerly advisor
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and member of Board of Directors of ESPRE Solutions. Sells business's for others
and buys and sells companies after build up.
CRAIG TABLER
Owner, Internet Security Solutions, Inc., Charlotte, NC. Extensive Information
Technology (IT) experience. Provides "IT Concierge" consultant services for
small businesses that are not large enough for internal IT staff. Nearly 30
years computer industry experience with specialized expertise in local area
network computing. Espre software technical advisor. Partner in group providing
outsource marketing of Espre products to Fortune 500 companies.
DAVID BRODERICK
Business and marketing consultant. Advisory board member for i2Telecom and
Virenta Associates. President & Founder of Broderick and Associates, marketing
and consulting firm, in 1981. Provides specialty services including the
creation, implementation and management of marketing events and opportunities
for Fortune 500 companies, such as Pepsico, Sprint, Ford Motor Company and
Lexus. Consultant and advisor to former Espre management on business
opportunities.
ERIC LANGFORD Owner/CEO Langford Property Company, Dallas, TX. Invests in and
develops real estate, specializing in large commercial properties. Previously,
senior vice president, Texas for Opus West Corporation and senior vice president
for Koll Development. Founder and director of T Bank, N.A. and President of
Viewplicity, LLC. Founding president of North Texas Commercial Association of
Realtors and recipient of Stemmons Service Award.
BOB NIMON
More than 30 years experience creating, designing and managing development of
technical products. Currently, an independent management and business
development consultant. Consultant roles include engagements as President, VP
Engineering, Chief Technical Officer, System Architect, etc. Specializes in
engineering strategy, system architecture and management. Holds several patents
in various disciplines including packet switching and video technology. Formerly
new product development manager for leading edge telecommunications equipment
manufacturer. Owned, operated and sold company that performed turnkey, fixed
price development projects involving hardware, software and digital signal
processing disciplines. Technical expertise in workflow management tools,
automated test equipment, software productivity, telecommunications
applications, internet video/audio delivery, enterprise applications, industrial
automation and fault-tolerant multiprocessor systems.
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SUMMARY
Espre is a valuable company that can become successful almost immediately. Our
Company still has the great potential that caused you to invest. However, today
Espre is being grossly mismanaged for the benefit of Dalcor and to the detriment
of all other shareholders (YOU!). The current legal challenge by the ESC is your
only hope of salvaging your investment unless you want to personally pursue
costly legal actions. The current management of Espre Solutions feels that
because they are funded by a wealthy individual, they can break the law. With
your help we will show them that the legal system does work when shareholders
assert and defend their rights. Through ESC's current legal efforts we intend to
bring these individuals to justice and save the shareholder's interests. You
must understand that your shares today are essentially WORTHLESS. The ESC
shareholders who will represent you are not being compensated but they do ask
that everyone respond quickly so we can help save your investment. You must sign
and return the enclosed proxy TODAY.
If you would like to actively participate as a member of the ESC we welcome your
support. To do so please Email your contact information, including name, mailing
address, telephone number and number of shares held to: drwilson99@aol.com
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SHAREHOLDER RETURN PROXY
The Espre Shareholder's Committee (ESC) [not Espre's current Board of
Directors/Management] requests that you complete, sign, date and mail this proxy
as soon as possible. This proxy authorizes the ESC holder to vote in your name
for Espre Board of Director candidates and such other business as may properly
be presented to the Espre special or annual shareholder's meeting or any
continuance or postponement thereof during 2009. It may be revoked by you any
time before or at such meeting(s). Please mark the first, large box only, so we
may vote your shares on all issues.
[ ] I authorize the holder of this proxy to vote all my shares for what the
holder judges to be in the best interests of the shareholders.
[ ] Withhold Authority
If you don't want the proxy holder to vote for specific candidate(s), cross out
only those names below:
Joseph Saline David Della Craig Tabler
David Broderick Eric Langford Bob Nimon
Shareholder also agrees to any waiver of meeting notice in accordance with Espre
bylaw sect 1.5.
________________________________ Print name(s) as shown on share certificates
_____ Total # of shares
________________________________ Signature(s) ___________________ Date Signed
________________________________ Email address ___________________ Title
(if Trustee or Corp.)
Note:
Please sign exactly as your name appears on the stock certificate. When shares
are held by more than one person, all must sign. When signing as attorney,
executor, administrator, trustee or guardian, please provide title as such. If
corporation or partnership use authorized signatures. Signer hereby revokes all
proxies previously given (if any) Completing proxy but failing to check any
boxes will give holder complete voting discretion for all shares held.
Return proxy to: ESC c/o Joe Saline
5838 Redondo Dr
Bonsall, CA 92003