Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Vista Exploration Corporation
----------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
---------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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Vista Exploration Corporation
Notice of Annual Meeting of Shareholders
Date:
November 5, 2004
Time:
10:00 a.m.
Place:
11011 King Street, Suite 260
Overland Park, Kansas 66210
Purpose:
To vote on the following matters:
1. Adopt an amendment to the company's Articles of
Incorporation, to change the name of the company to
"ICOP Digital, Inc., a Colorado corporation;"
2. Elect the members of the board of directors;
3. Ratify the appointment of Cordovano and Honeck, P.C.
to audit our accounts for the year ending December
31, 2004.
4. Transact such other business as may properly come
before the meeting.
Further information about the meeting is contained in the accompanying
proxy statement. All shareholders of record on September 22, 2004 may vote at
this meeting.
Your vote is important. If you do not plan to attend the meeting,
please sign, date and promptly return the enclosed proxy. A postage-paid reply
envelope is enclosed for your convenience. A shareholder who submits a proxy may
revoke it at any time before the vote is taken at the meeting.
By Order of the Board of Directors
/s/ Charles A. Ross, Sr.
-----------------------------------
Charles A. Ross, Sr.
Chairman of the Board
October 6, 2004
Vista Exploration Corporation
COMMERCE TERRACE
11011 King Street, Suite 260
Overland Park, Kansas 66210
OCTOBER 6, 2004
Dear Vista Exploration Corporation shareholder:
I am pleased to invite you to Vista Exploration Corporation's 2004 annual
meeting of shareholders. The meeting will be at 10:00 a.m. on November 5, 2004,
at 11011 King Street, Suite 260, Overland Park, Kansas 66210.
At the meeting, you and the other shareholders will vote on (i) an
amendment to the articles of incorporation to change the name of the corporation
to ICOP Digital, Inc, a Colorado corporation(ii) the election of directors of
the corporation, and (iii) ratify the appointment of Cordovano and Honeck, P.C.
to audit our accounts for the year ending December 31, 2004. (iv) any other
business that properly comes before the meeting.
We hope you can join us on November 5, 2004. Your vote on these matters is
important. To vote at the meeting please either attend the meeting or complete,
sign and date the enclosed proxy card and return it in the accompanying
postage-paid envelope. If you intend to attend the meeting in person, please
call 913-338-5550 to RSVP and get directions.
Thank you for your continued support.
Very truly yours,
/s/ Charles A. Ross, Sr.
----------------------------------
Charles A. Ross, Sr.,
Chairman of the Board
Vista Exploration Corporation
11011 King Street, Suite 260
Overland Park, Kansas 66210
(913) 338-5550
PROXY STATEMENT
Annual Meeting of Shareholders
To Be Held November 5, 2004
General
This proxy statement contains information about the 2004 annual meeting of
stockholders of Vista Exploration Corporation to be held at 11011 KING STREET,
SUITE 260, OVERLAND PARK, KANSAS 66210, ON NOVEMBER 5, 2004, AT 10:00 A.M. LOCAL
TIME. The Company's Board of Directors is using this proxy statement to solicit
proxies for use at the annual meeting. In this proxy statement "Vista" and "the
Company" both refer to Vista Exploration Corporation. This proxy statement and
the enclosed proxy card are being mailed to you on or about OCTOBER 8, 2004.
Purpose of the Annual Meeting
At the Company's annual meeting, stockholders will vote to approve an
amendment to the articles of incorporation to change the name of the corporation
to ICOP Digital, Inc, to elect the members of the board of directors of the
corporation, ratify the appointment of Cordovano and Honeck, P.C. to audit our
accounts for the year ending December 31, 2004., and on any other business that
properly comes before the meeting. As of the date of this proxy statement, the
company is not aware of any business to come before the meeting other than the
items noted above.
Mr. Charles A. Ross, Sr. and David C. Owen are the Class A directors and
their terms expires at this annual meeting. Mr. Roger L. Mason is a Class C
director and his term expires in 2006. We, the board of directors has nominated
Mr. Owen for reelection as a Class A director for a term of three years and that
Mr. Ross for reelection as a Class B director for a term of two years.
Who Can Vote
Only stockholders of record at the close of business on the record date of
September 24, 2004, are entitled to receive notice of the annual meeting and to
vote the shares of Vista common stock and Vista preferred stock they held on
that date. As of August 31, 2003, there were 16,062,000 shares of Vista common
stock issued and outstanding and 183,333 shares of preferred stock with the
right to vote 1,466,664 shares on an as converted basis. Holders of Vista common
stock and preferred stock are entitled to one vote and eight votes per share,
respectively and are not allowed to cumulate votes. The enclosed proxy card
shows the number of shares that you are entitled to vote.
1
How to Vote
All Vista stockholders currently hold their shares in their own name (as a
"stockholder of record"). You may give instructions on how your shares are to be
voted by marking, signing, dating and returning the enclosed proxy card in the
accompanying postage-paid envelope.
A proxy, when executed and not revoked, will be voted in accordance with
its instructions. If no instructions are given, proxies will be voted for the
amendment to change the name of the corporation to ICOP Digital, Inc, for the
directors recommended in the proxy statement and for the ratification of the
appointment of our auditors.
Revoking a Proxy
You may revoke a proxy before the vote is taken at the meeting by:
o submitting a new proxy with a later date,
o by voting at the meeting, or
o by filing a written revocation with Vista's president.
Your attendance at the annual meeting will not automatically revoke your proxy.
Quorum and Voting Requirements
A quorum of stockholders is necessary to hold a valid meeting. A quorum
will exist if stockholders of a majority of the outstanding shares of common
stock and preferred stock are present at the meeting in person or by proxy.
Abstentions count as present for establishing a quorum. Shares held by Vista in
its treasury are not entitled to vote and do not count toward a quorum. If a
quorum is not present, the meeting may be adjourned until a quorum is obtained.
If a quorum is present, the affirmative vote of a majority of shares
represented in person or by proxy will be required to (i) elect the directors of
the corporation, (ii) the ratification of the appointment of our auditors and
(iii) decide any other matter which may properly be submitted to a vote at the
meeting. A majority vote of the common stock and preferred stock on an as
converted basis is required to approve the name change as that is considered an
amendment to our articles of incorporation. Any shares present but not voted,
including abstentions, will not be considered when counting votes cast for or
against a proposal.
Payment of Proxy Solicitation Costs
The Company will pay all costs of soliciting proxies. The solicitation will
be made by mail. In addition to mailing proxy solicitation material, Vista's
management also may solicit proxies in person, by telephone, or by other
electronic means of communication.
The Company's Annual Report
A copy of Vista's Annual Report on Form 10-KSB for the year ended December
31, 2003 is enclosed with this proxy statement. Upon written request, the
Company will provide copies of the exhibits to this report for a charge limited
to its reasonable expenses in furnishing the exhibits. Requests for exhibits
should be directed to Vista Exploration Corporation, 11011 King Street, suite
2
260, Overland Park, KS 66210, Attention: Charles A. Ross, Sr. Part III of the
annual report contains the information regarding management normally found in a
proxy statement when there is an election of directors.
PROPOSAL ONE: CHANGING THE NAME OF THE CORPORATION TO ICOP DIGITAL, INC.
On January 13, 2004 the Company completed a merger with ICOP Digital, Inc,
a Nevada corporation. Since ICOP Digital operations are presently the only
business of the company, management believes it is now in the best interests of
the company to change its name to ICOP Digital, Inc, to reflect our current
business.
The Board of Directors recommends that the stockholders vote "FOR" approval
of the amendment to the articles of incorporation to change the name of the
Company to ICOP Digital, Inc, a Colorado corporation.
PROPOSAL TWO: ELECTION OF THE BOARD OF DIRECTORS
The Board of Directors has nominated the following current directors for
new terms as follows:
MR. DAVID C. OWEN CLASS A DIRECTOR THREE (3) YEARS
MR. CHARLES A. ROSS, SR. CLASS B DIRECTOR TWO (2) YEARS
Directors and Officers
The following table sets forth the name, age and position of each of our
officers and directors as of the date of this prospectus.
Name Age Position Term
---- --- -------- ----
Charles A. Ross, Sr. 64 Chairman of the Board of Directors April 2001 to present
David C. Owen 66 President, CEO and Director January 14, 2004 to present
Laura E. Owen 46 Vice President Administration and
Marketing and Corporate Secretary January 14, 2004 to present
Roger L. Mason 52 Director January 14, 2004 to present
John C. Garrison 52 Chief Financial Officer July 22, 2004 to present
Charles A. Ross, Sr. - Chief Executive Officer and Director and Chairman of the
Board:
Charles A. Ross, Sr. has been our Chief Executive Officer and a Director
since April 10, 2001 and since May of 2002, CEO and a director of ICOP Digital,
Inc., a development stage company developing electronic surveillance equipment
for law enforcement agencies. Mr. Ross resigned his duties as CEO in July 22,
2004 and was appointed Chairman.
From January 2001 through March 2001, Mr. Ross was exploring opportunities
in the oil and gas business, which led to his investment in us. From July 1999
until December 2000, he owned and operated a business that supplied recruiting
and business cards to a number of multi-level marketing companies. From June
1998 through July 1999, Mr. Ross was self-employed designing musical instrument
amplifiers, an industry in which he has been involved since the 1960's.
3
From August 1995 until May 1998, he was the President and CEO and a
director of Edgerton Technology, Inc. and from July 1996 until May 1998 he was
the Chairman of the Board, President, CEO and Treasurer of Edgerton Musical
Amplifiers, Inc. From August 1992 to August 1995, Mr. Ross was a self-employed
consultant and investor.
Other public companies in which Mr. Ross served as an officer or director
include Copilot Electronic Products, Inc. from 1989 to 1992, Birdview Satellite
Communications, Inc. from 1981 to 1986, and Kustom Electronics, Inc. from 1965
to 1973. In 1968 he was named Kansas Small Businessman of the Year by the Small
Business Administration.
David C. Owen -- President, CEO and Director:
Mr. Owen has been an officer and director of ICOP and Vista since January
of 2003 and CEO since July 2004. Mr. Owen has been president of Owen &
Associates, Inc. since 1998, a private investment and management entity. He has
more than 40 years experience in the financial industry having served as
Chairman, President and CEO of two banks in the Kansas City area and Regional
Manager for Stephens, Inc. an investment banking firm located in Little Rock,
Arkansas.
Mr. Owen has extensive experience in mergers and acquisitions and in the
financial reporting requirements of public companies. He is active in the
community having served as State Senator and Lt. Governor of Kansas. He is a
graduate of Ottawa University, Ottawa, Kansas with a degree in Economics. He
also received post graduate training at Ohio State University and Rutgers
University in conjunction with the American Bankers Association. He is currently
a member of the Board of Trustees of Ottawa University, Member of the Executive
Committee and Board of the Greater Kansas City Fellowship of Christian Athletes.
Laura E. Owen -- Vice President of Administration and Marketing and Corporate
Secretary:
Ms. Owen has been with ICOP since May of 2002 and is responsible for
shareholder relations, assisting with the strategic development of the Company,
the management of leasing operations, and corporation administration. From 1998,
until coming on board with ICOP she served as President of Unicard.com, a
privately held travel business. She has worked in large corporations, owned
small businesses, and worked in investment banking. Ms. Owen was the first woman
to be appointed Secretary of Commerce (KDOC) for the State of Kansas, the
state's leading economic development agency. She has served on numerous state
boards and commissions, including KTEC (Kansas Technology Enterprise
Corporation), a public/private organization whose mission is to increase the
presence of technological companies in the State of Kansas. Ms. Owen has a
degree in Business Administration from Delaware Valley college in Philadelphia,
Pennsylvania. She also studied at the Sorbonne University in Paris, and has
traveled extensively abroad in support of business projects. She currently
serves on the board of Heart To Heart International, a humanitarian organization
which delivers pharmaceuticals and medical supplies worldwide to those in need.
Ms. Owen is the wife of David C. Owen.
4
Roger L. Mason -- Director
Mr. Mason has been a director of ICOP since May of 2002. Mr. Mason has
owned his own real estate development business since 1995 in Olathe, Kansas. He
also has twenty years of experience (Road Electronics, Birdview Satellite
Communications, Cobalt Boats, and Mason Electronics) in various capacities
centering around corporate purchasing and manufacturing management, which
provides him a solid base of understanding as it pertains to the various methods
and procedures in manufacturing and purchasing departments for a high technology
company.
John C. Garrison -- Chief Financial Officer
Mr. Garrison is a certified public accountant with over twenty-five years
of progressive experience in accounting, auditing and financial management. He
served as corporate secretary, director or chief accounting officer of various
private and public companies. He is licensed to practice public accountancy in
Kansas and Missouri and has been involved in an active practice since 1976. Mr.
Garrison graduated with a degree in business administration and accounting from
Kansas State University.
Mr. Ross was elected to serve a three-year term at our annual meeting which
occurred in 2001 as a Class A director. Mr. Ross will be up for reelection at
our next annual meeting. At the first board of directors meeting held subsequent
to the acquisition of ICOP, Mr. Ross appointed our Chairman and Chief Financial
Officer, David C. Owen, to join him as a Class A director whose term will also
expire at the next annual meeting. Roger L. Mason, our independent director, was
appointed to serve as a Class C director whose term will expire after our annual
meeting held in 2006.
Staggered terms tend to protect against sudden changes in management and
may have the effect of delaying, deferring or preventing a change in our control
without further action by our shareholders, such as removing directors from our
board as provided under Colorado law.
Our officers are elected by the board of directors at the first board of
directors meeting after each annual meeting of our shareholders and hold office
until their successors are duly elected and qualified in accordance with our
Bylaws. Our next annual meeting of shareholders should be held during October,
2004.
Laura E. Owen and David C. Owen are husband and wife.
At the present time, we have one independent director, Roger L. Mason who
does not qualify as a financial expert. The Registrant is not a listed issuer,
has no audit committee, nomination committee or executive compensation
committee.
5
EXECUTIVE COMPENSATION
This section sets out the annual compensation paid to our officers for the
last fiscal year and includes the historic income received from ICOP. No
executive officer of ours received annual compensation in excess of $100,000
during the last fiscal year.
Long-Term Compensation
------------------------------------------------------
Annual Compensation Awards Payouts
-----------------------------------------------------------------------------------
Restricted Securities
Fiscal Other Stock Underlying LTIP All Other
Name and Principal Year Salary Bonus Annual Awards Options/ Payouts Comp.
Position Ending ($) ($) Comp. ($) SARs (#) ($) ($)
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
Charles A. (Bud) 2003 $60,000 0 0 0 0 0 0
Ross, Sr., Chief
Executive Officer
---------------------------------------------------------------------------------------------------------------------
2002 95,000 0 0 0 500,000(1) 0 0
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2001 40,000 0 0 0 0 0 0
-------------------------------------------------------
(1) Cancelled by Agreement effective January 13, 2004.
Option/SAR Grants in last
Fiscal Year(1) (Individual Percent of total Exercise
Grants) Number of options/SARs granted or base
Securities Underlying to employees in price Expiration
Name and Principal Position Options/SARs granted (#) fiscal year ($/Sh) Date
--------------------------- ------------------------ ----------- ------ ----
Owen Enterprises, LLC.(2) 1,000,000 40% $1.00 Dec. 31,2007
Kenneth L. McCoy, 500,000 20% $1.00 Dec. 31,2007
President(3)
----------------------------
(1) This information is as of December 31 , 2003
(2) Owen Enterprises, LLC. is managed by our CEO David Owen.
(3) This grant was cancelled during March 2004 when McCoy Law Line was sold.
Officer Compensation
David C. Owen, President and Chief Executive Officer, had a base salary,
pursuant to his Executive Employment Agreement commenced on March 24, 2003, of
$60,000 per year. Effective January 1, 2004, the annual compensation increased
to $90,000 per year. Mr. Owen entered into a new Executive Employment Agreement
on April 1, 2004 with annual compensation of $180,000 per year. Mr. Owen is also
entitled to participate in the Company's Stock Option Plan and 401(k) Plan.
Charles A. (Bud) Ross, Sr., Chairman, had a salary pursuant to his
Executive Employment Agreement commenced on March 24, 2003, of $60,000 per year.
Effective January 1, 2004, the annual compensation increased to $90,000 per
year. Mr. Ross entered into a new Executive Employment Agreement on April 1,
2004 with annual compensation of $180,000 per year. Mr. Ross is also entitled to
participate in the Company's Stock Option Plan and 401(k) Plan.
6
Laura E. Owen, Vice President of Administration/Marketing and Corporate
Secretary commenced employment with the Company in June 2003 with annual
compensation of $24,000 per year. Effective August 1, 2003 the annual
compensation increased to $60,000 per year. Effective January 5, 2004 the annual
compensation increased to $75,000 per year. Effective April 1, 2004 the annual
compensation increased to $120,000 per year and on August 1, 2004 to $150,000
per year. Ms. Owen is also entitled to participate in the Company's Stock Option
Plan and 401(k) Plan.
Long-Term Incentive Plans
We have a Stock Option Plan that authorizes the grant of incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended, and nonqualified stock options for the purchase of an aggregate of
5,000,000 shares of Common Stock, subject to adjustment for stock splits and
similar capital changes. Employees and, in the case of nonqualified stock
options, directors, consultants or any affiliate are eligible to receive grants
under our plans. As of August 31, 2004, there are 2,300,000 outstanding options
under our Stock Option Plan.
We also have established a 401(k) plan which will enroll employees April 1,
2004, with an effective date of January 1, 2004. It is a 3% Safe Harbor Plan,
which also allows individual optional employee deferrals. This plan also
includes an optional Profit Sharing Plan, which is funded annually at the
discretion of the Board of Directors.
Employment Contracts and Termination of Employment Arrangements
Except as set forth above under Officer Compensation, there are no other
compensatory plans or arrangements, including payments to be received from us,
with respect to the resignation, retirement or other termination of the
employment of any executive officer or related to a change in control in us.
Director Compensation
None of our directors received any compensation during our most recent
fiscal year for serving in their position as directors. If we do have funds
available in the future, we likely will reimburse our directors for expenses
incurred by them in their duties as a director.
Limitation of Liability and Indemnification
Our Articles of Incorporation contain a provision eliminating our
directors' liability to us or our shareholders for monetary damages for a breach
of their fiduciary duty. However, a director's liability is not eliminated in
circumstances involving certain wrongful acts, such as the breach of a
director's duty of loyalty or acts or omissions that involve intentional
misconduct or a knowing violation of law. Our Articles of Incorporation also
obligate us to indemnify our directors and officers to the fullest extent
permitted under Colorado law. While we believe that these provisions are very
standard and necessary to assist us in attracting and retaining qualified
individuals to serve as directors, they could also serve to insulate our
directors against liability for actions which damage us or our shareholders.
Furthermore our assets could be used or attached to satisfy any liabilities
subject to such indemnification.
The Registrant is not a listed issuer, and has no nomination committee or
executive compensation committee, as these functions are performed by the board
of directors.
7
Section 16(a) Beneficial Reporting Compliance
Based upon information provided to us by our directors, executive officers
and persons holding more than 10% of our common stock, we believe that there
were no late filings.
Audit Committee and Financial Expert
The Company's Board of Directors functions as its audit committee and
performs some of the same functions of an audit committee, such as recommending
a firm of independent certified public accountants to audit the annual financial
statements; reviewing the independent auditors independence, the financial
statements and their audit report; and reviewing management's administration of
the system of internal accounting controls. The Company does not currently have
a written audit committee charter or similar document.
Code of Ethics
A code of ethics relates to written standards that are reasonably designed
to deter wrongdoing and to promote;
o Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o Full, fair, accurate, timely and understandable disclosure in reports
and documents that are filed with, or submitted to, the SEC and in
other public communications made by an issuer;
o Compliance with applicable governmental laws, rules and regulations;
o The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
o Accountability for adherence to the code.
Due to the limited scope of our current operations, we have not adopted a
corporate code of ethics that applies to our principal executive officer,
principal accounting officer, or persons performing similar functions.
8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of AUGUST 31, 2004, the common stock
ownership of each person known by Vista to be the beneficial owner of 5% or more
of Vista's common stock, all directors, persons nominated to be directors, and
officers individually and all directors and officers of Vista as a group. Except
as noted, each person has sole voting and investment power with respect to the
shares shown. There are no contractual arrangements or pledges of Vista's
securities, known to Vista, which may at a subsequent date result in a change of
control of the Company. As of AUGUST 31, 2004 there were 16,062,000 shares of
Vista common stock issued and outstanding.
No. of Shares of Percent of Class
Name and Address of Common Stock Beneficially
Beneficial Owner Beneficially Owned(1) Owned
----------------- --------------------- ------
Charles A. "Bud" Ross
11952 Farley,
Overland Park, Kansas 66213 2,500,000 15.6%
David C. Owen(1)(2)
27085 West 102nd Street
Olathe, Kansas 66061 2,994,000(2) 17.2%
Laura E. Owen(1)(2)
27085 West 102nd Street
Olathe, Kansas 66061 2,994,000(2) 17.2%
Roger L. Mason
14950 South St. Andrews Avenue,
Olathe, Kansas 66061 600,000 3.7%
John C. Garriso
7211 High Drive
Shawnee Mission, KS 66208 150,000 0.009%
Total Ownership by Directors and Officers 6,244,000 35.8%
----------------------------------
Total Shares Outstanding 17,437,000(3) 100.0%
----------------------------------
(1) According to Rule 13d-3 under the Securities Exchange Act of 1934, a
beneficial owner of securities includes any person who directly or indirectly
has, or shares, voting power and/or investment power with respect to such
securities. Rule 13d-3 also includes as a beneficial owner of a security any
person who has the right to acquire beneficial ownership of such security within
60 days through any means, including the exercise of any option, warrant or
conversion of a security. Any securities not outstanding which are subject to
such options, warrants or conversion privileges are deemed to be outstanding for
the purpose of computing the percentage of outstanding securities of the class
owned by such person. Those securities are not deemed to be outstanding for the
purpose of computing the percentage of the class owned by any other person.
(2) Includes 1,000,000 unexercised options to purchase additional common
shares at $1.00 per share by Owen Enterprises, LLC and 375,000 unexercised
options to purchase additional common shares at $1.00 per share by Laura E. Owen
also includes shares owned by each spouse.
(3) Includes 1,375,000 options owned by executive officers and directors.
9
CERTAIN TRANSACTIONS
In anticipation of Mr. Charles Ross' acquisition of a controlling interest
in us from Corporate Management Services, Inc. in March 2001, he advanced to us
$10,500 for working capital on February 28, 2001. The advance carried no
interest rate and was payable on demand. We repaid the advance in April 2001
from the proceeds of our private placement in April 2001. Mr. Ross also paid
travel and administrative expenses totaling $6,115 on our behalf prior to March
31, 2001, and $18,403 during the fiscal year ended March 31, 2002. Mr. Ross
received reimbursements and advances from us totaling $32,783 during the fiscal
year ended March 31, 2002. The net advance of $8,265 is included in our
financial statements as expenses advanced to an officer at March 31, 2002.
During November 2002, Laredo Enterprises, LLC and Owen Enterprises, LLC
loaned us $2,500 and $7,500 respectively and received 500,000 and 1,000,000
options respectively as consideration for the loan and for consulting services
to be rendered for strategic planning and asset acquisitions. The Note is a
demand Note bearing interest at the rate of 10% per annum. The options are
exercisable for a period of five years at a price of $.10 per share of common
stock.
Effective January 13, 2004, ICOP Acquisition was merged with and into ICOP
Digital, with ICOP Digital continuing as a subsidiary of Vista. Vista's sole
asset now consists of its ownership of ICOP Digital. Pursuant to the Merger
Agreement, Vista issued approximately 14,500,000 new shares of Vista common
stock as consideration for the approximately 14,500,000 new ICOP Digital shares
issued and outstanding immediately prior to the Merger.
Prior to the Merger, ICOP Digital had been a privately owned, Kansas-based
company engaged primarily in the design, development and marketing of an
innovative in-car digital video recorder system for use in the law enforcement
industry. Charles A. Ross, Sr., the principal stockholder and sole officer and
director of Vista and David C. Owen, an optionholder of Vista, were also
stockholders, officers and directors of ICOP Digital. Upon completion of the
Merger, Messrs. Ross and Owen cancelled all of their equity interests in Vista.
In addition, Mr. Ross terminated his employment agreement with Vista and waived
all accrued compensation. The Merger was proposed and completed in order to
enhance the capital formation objectives of ICOP Digital and to satisfy the
business objectives of Vista. Prior to the Merger, Vista received additional
capital investments sufficient to satisfy all of its outstanding debts at the
time of the Merger. As a result of the Merger, all Vista notes that had been
personally guaranteed by Mr. Ross were paid in full. ICOP Acquisition, as a
newly formed entity, had no independent assets or liabilities. Therefore,
following the Merger, the assets and liabilities of Vista and its affiliates
were only those of ICOP Digital and its subsidiaries prior to the Merger. While
this was not an arms length transaction, the board of directors of both
companies believe the transaction was fair in all material respects to the
respective shareholders of each constituent company.
In February 2003, ICOP had acquired all of the issued and outstanding
shares of McCoy's Law Line, a distributor of law enforcement equipment and
products located near Kansas City, Kansas for 700,000 shares of ICOP common
stock. The purpose of this acquisition was to integrate the ICOP product line
with the McCoy's existing product line in an established distribution network.
During March 2004, however, management revised its plan of operation and
10
determined to spin McCoy's back off to its prior owners in exchange for the
return of all 700,000 shares, the cancellation of an option to purchase 500,000
shares of our common stock and the contribution by us of $450,000 to McCoys.
The Board of Directors recommends voting "For" the election of David C.
Owen as a Class A director to serve for 3 years and "For" the election of
Charles A. Ross, Sr. as a Class B director to serve for 2 years.
PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT
OF OUR INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Cordovano and Honeck, P.C. as the
independent public accountants to audit the financial statements of Vista for
its 2004 fiscal year. Cordovano and Honeck, P.C. has served as Vista's
independent accountants since 1998 and is familiar with its business and
financial procedures. To the knowledge of management, neither Cordovano and
Honeck, P.C. nor any of its members has any direct or material indirect
financial interest in the Company nor any connection with the Company in any
capacity other than as independent public accountants. A representative of
Cordovano and Honeck, P.C. is not expected to be present at the annual meeting
but will have an opportunity to make a statement if he desires to do so and to
respond to appropriate questions.
Audit Fees
Cordovano & Harvey, P.C. billed the Company an aggregate of $5,887 for
professional services rendered in the audit of the Company's financial
statements for its fiscal year ended December 31, 2004, and rendered in the
review of the Company's financial statements for its two fiscal quarters ended
March 31, 2004 and June 30, 2004
The Board of Directors recommends that the shareholders vote "For" approval
of the motion to ratify the selection of our auditors.
Financial Information System Design and Implementation
During the most recent completed fiscal year, Cordovano & Harvey, P.C. did
not perform any financial information system design or implementation services
for the Company.
All Other Fees
During the most recent completed fiscal year, Cordovano & Harvey, P.C. did
not perform any services for the Company other than the review and audit of the
Company's financial statements.
We plan to establish an audit committee and to appoint an Expert to lead
that committee. Once the committee is in place, it will be the sole province of
the audit committee to engage our auditors. However, the board of directors now
and the audit committee once constituted will seriously consider the
ratification vote of the shareholders when engaging the services of our auditors
in future periods.
11
FUTURE STOCKHOLDER PROPOSALS
The company's bylaws provide that the annual meeting of the company's
stockholders shall be held at 10:00 a.m. on the third Friday in the month of
July in each year. Any Vista stockholder proposal for the annual meeting of
stockholders in 2005 must be received by the Company before March 9, 2005, for
the proposal to be included in the Vista proxy statement and form of proxy for
that meeting. If notice of a proposal for which a stockholder will conduct his
or her own proxy solicitation is not received by the Company bY MAY 25, 2005,
proxies solicited by the Board of Directors may use their discretionary voting
authority when the matter is raised at the meeting, without including any
discussion of the matter in the proxy statement.
OTHER MATTERS
Management does not know of any other matters to be brought before the
annual meeting of stockholders. If any other matters not mentioned in this proxy
statement are properly brought before the meeting, the individuals named in the
enclosed proxy intend to use their discretionary voting authority under the
proxy to vote the proxy in accordance with their best judgment on those matters.
By Order of the Board of Directors
/s/ Charles A. Ross, Sr.
-----------------------------------
Charles A. Ross, Sr.,
Chairman of the Board
OCTOBER 6, 2004
12
Exhibit A
Proposed Amendment to Articles of Incorporation
to
Change the Name of the Corporation
FOURTH ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
VISTA EXPLORATION CORPORATION
Vista Exploration Corporation, a Colorado corporation (the "Corporation"),
pursuant to the provisions of the Colorado Business Corporation Act, hereby
amends its Articles of Incorporation, as filed with the Secretary of State on
April 9, 1998, and amended on August 13, 2001, August 21, 2001 and January 28,
2004 (the "Articles of Incorporation"). These Fourth Articles of Amendment were
adopted by vote of the Corporation's Board of Directors on September 23, 2004,
and by vote of the Corporation's shareholders on November 5, 2004.
The Articles of Incorporation are hereby amended by striking in its
entirety Article FIRST and by substituting in lieu thereof the following:
"FIRST: The name of the corporation is ICOP Digital, Inc"
IN WITNESS WHEREOF, the Corporation has caused this Article of Amendment to
its Articles of Incorporation to be signed by its President this ___ day of
_________________, 2004.
VISTA EXPLORATION CORPORATION
---------------------------------
David C. Owen
President