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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
14A
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Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No.
)
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Filed
by
the Registrant x
Filed
by
a Party other than the Registrant o
Check
the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to Rule
14a-12
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MAXIM
TEP, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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| o |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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| (1) |
Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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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)
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Proposed
maximum aggregate value of
transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary
materials.
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| o |
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.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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July
14,
2008
To
Our Maxim TEP, Inc. Shareholders
You
are
cordially invited to attend a Special Shareholders Meeting of Maxim TEP,
Inc., a
Texas corporation (the “Company”), which will be held at 10:30 a.m. on Friday,
July 25, 2008 at the offices of Maxim TEP located at 9400 Grogan’s Mill Road,
Suite 205, The Woodlands, Texas 77380. At this meeting, the Board will make
a
presentation concerning the Company’s operations and plans for the future. In
addition, shareholders will be asked to consider two proposals, made by a
current shareholder of the Company, whereby shareholders in attendance will
be
asked to vote on the removal of three (3) directors from the Board and elect
two
(2) new directors as their replacements.
If
you
are in attendance, you will be able to cast your vote, but the enclosed
PROXY
(printed
in blue) is being sent to you as a holder of Common Stock and/or Preferred
Stock
and gives you the chance TO
VOTE.
YOU
ARE REQUESTED TO SIGN AND RETURN YOUR PROXY TODAY IN THE ACCOMPANYING SELF
ADDRESSED ENVELOPE OR FAX IT TO 281-466-1531. YOUR VOTE IS VERY IMPORTANT
AND
EVERY VOTE COUNTS, SO PLEASE MAIL OR FAX YOUR PROXY BACK
IMMEDIATELY.
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Very
truly yours,
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MAXIM
TEP, INC.
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W.
Marvin Watson
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Chairman
of the Board
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Chief
Executive Officer
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NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
To
Be Held July 25, 2008
To
our
Shareholders:
Notice
is
hereby given that a Special Meeting of Shareholders of Maxim TEP, Inc., a
Texas
corporation (the “Company”), will be held at the Maxim TEP offices located at
9400 Grogan’s Mill Road, Suite 205, The Woodlands, Texas 77380 on July 25, 2008
at 10:30 a.m. for the following purposes:
| (I) |
Per
shareholder proposal, to remove, without cause, W. Marvin Watson,
Carl
Landers and John Ritota from the Board of Directors of the Company;
and
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(II)
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Per
shareholder proposal, to elect as Directors of the Company to fill
the
vacancies on the Board, each to serve until his successor is elected
and
qualified, Peter O’Neill and Stephen J.
Warner.
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Only
Holders of record of Stock of the Company at the close of business on June
30,
2008, are entitled to notice of, and to vote at, the Special Meeting of
Shareholders or adjournments thereof.
Please
note, a copy of the shareholder’s letter requesting the Special Meeting and
presenting their proposals is appended to this mailing.
Shareholders
are cordially invited to attend the meeting in person.
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By
order of the Board of Directors,
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W.
Marvin Watson
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Chairman
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Chief
Executive Officer
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YOUR
PROXY IS IMPORTANT. YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED
PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU
PLAN
TO ATTEND THE MEETING. PROMPT RESPONSES BY SHAREHOLDERS WILL REDUCE THE TIME
AND
EXPENSE OF SOLICITATION. THE EXECUTION OF YOUR PROXY WILL NOT AFFECT YOUR
RIGHT
TO VOTE YOUR SHARES IF YOU ARE PRESENT IN PERSON AT THE
MEETING.
PROXY
STATEMENT
FOR
SPECIAL
MEETING OF SHAREHOLDERS
To
Be Held on July 25, 2008
SOLICITATION
OF PROXIES
This
Proxy Statement and the accompanying form of proxy are furnished in connection
with the solicitation of proxies by the Board of Directors (the “Board”) of
Maxim TEP, Inc., a Texas corporation (the “Company”), for use at the Special
Meeting of Shareholders of the Company (the “Special Meeting”) to be held on
July 25, 2008, at the time and place and for the purposes set forth in the
accompanying Notice of Special Meeting of Shareholders. It is expected that
this
Proxy Statement will first be mailed to Shareholders of the Company on or
about
July 15, 2008.
The
expense of the solicitation of proxies will be borne by the Company. In addition
to solicitation by mail, certain directors, officers and regular employees
of
the Company may solicit proxies from Shareholders, either personally or by
telephone. Officers and employees of the Company will not be specially
compensated for their solicitation efforts, but will be reimbursed for any
out-of-pocket expenses incurred by them in connection with such
solicitation.
REVOCATION
OF PROXY
Any
Shareholder giving a proxy has the power to revoke it at any time before
it is
exercised by executing a subsequently dated proxy, by submitting a notice
of
revocation to the Company, or by attending the Special Meeting and voting
in
person.
VOTING
SECURITIES OUTSTANDING; QUORUM
At
the
close of business on June 30, 2008 (the “Record Date”), there were 125,365,980
shares
of common stock, par value $.00001 per share, of the Company (the “Common
Stock”) outstanding, each of which is entitled to one (1) vote on all matters
properly brought before the Special Meeting, and 3,636,363 shares of Series
A
Preferred Stock, par value $.0001 per share (the “Preferred Stock”) outstanding,
each of which is entitled to one (1) vote on all matters properly brought
before
the Special Meeting. The presence in person or by proxy of the holders of
a
majority of the outstanding shares of the Common Stock on the Record Date
is
necessary to constitute a quorum at the Special Meeting.
ACTION
TO BE TAKEN UNDER THE PROXY
Proxies
in the accompanying form, which are properly executed and returned, will
be
voted at the Special Meeting in accordance with the instructions thereon.
Any
such executed and returned proxy upon which no instructions have been indicated
with respect to a specified matter will be voted as follows:
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ITEM
#1
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AGAINST
the shareholder proposal to remove, without cause, W. Marvin Watson,
Carl
Landers and John Ritota from the Board of Directors of the Company;
and
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| ITEM #2 |
AGAINST
the shareholder proposal to elect as Directors of the Company to
fill the
vacancies on the Board, each to serve until his successor is elected
and
qualified, Peter O’Neill and Stephen J. Warner.
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The
Board
knows of no additional matters to be considered at the Special Meeting, and
as
this is a special meeting, only the matters described above may be considered.
If, however, other matters properly come before the Special Meeting, it is
the
intention of the persons named in the accompanying proxy to vote such proxy
in
accordance with their judgment on such matters. The persons named in the
accompanying proxy may also, if it is deemed to be advisable, vote such proxy
to
adjourn the Special Meeting from time to time.
BOARD
OF DIRECTORS
The
following persons are currently serving on our Board for the present
year:
ROBERT
JOHNSON, President
& COO, Maxim TEP, Inc.
Mr.
Johnson joined Maxim TEP on May 1, 2008 and is a member of the Executive
Committee of the Board of Directors. He brings with him over 40 years of
experience in the oil and gas sector. Mr. Johnson graduated with a Bachelor
of
Science Degree in Petroleum Engineering from Louisiana State University in
1969.
He joined Amoco Production Company upon leaving school. In 1970, he entered
the
United States Army and served for nearly two years. He rejoined Amoco in
1971
and rose rapidly through the ranks. His final position was Regional Engineering
Manager over 250 engineers. He left Amoco in 1980 and joined Superior Oil
Company as Division Drilling Engineering Manager for the Western half of
the
United States. In 1981, he left Superior and formed Conquest Petroleum
Incorporated as the Founder and Chief Executive Officer. After securing funding
to acquire 68,000 acres of leases in the Texas State Waters and promoting
the
acreage on 27 prospects to outside 3rd parties. Conquest had five discoveries,
then he divested the assets and dissolved the company in 1985 due to
insufficient product prices. He formed Bannon Energy Incorporated in 1986
with
an initial capitalization of $1,000. During the next 10 years, Bannon acquired
12 sets of producing properties and drilled over 284 development wells. He
sold
the assets of Bannon in 1996 for $38,000,000 and other considerations. Mr.
Johnson dissolved Bannon in February of 2001. From February of 2001 until
May of
2008 when he joined the company as President and Chief Operating Officer,
he was
officially in full retirement.
MAXIM
TEP, INC.
9400
GROGAN’S MILL ROAD, SUITE 205 vTHE
WOODLANDS, TX 77380 USA
PHONE:
281. 466.1530 FAX: 281.466.1531
v
www.maximtep.com
“Technology
Enhanced Production”
CARL
LANDERS,
Director
Mr.
Landers serves as Chairman of the Compensation Committee and a member of
the
Audit and Governance Committee of the Board of Directors. Carl Landers is
the
inventor of the Landers Lateral Horizontal Drilling (LHD) technology, and
has
been instrumental in bringing a contrarian approach to the energy industry.
With
more than 300 wells completed with his patented technology, Landers has moved
from experimental to proven results for companies such as Anadarko, Burlington
Resources and a division of Shell Oil. The Landers family has been associated
with the oil industry over three generations. The development of the Landers
Horizontal Drill came out of a fundamental need. Mr. Landers developed a
solution that has made horizontal drilling far more cost effective, portable
and
practical. He worked on the development of this horizontal drill from 1986
until
1993 when the first prototype was ready for field-testing. It took from 1993
to
1996 for the drill to be commercially viable. Mr. Landers has worked on a
step-by-step process that has proven to work with total repeatability and
success, on the following formations: sandstone, limestone, coal seam and
chalk.
Inventor
of the Landers Horizontal Technology, Mr. Landers has been the owner of Advanced
Petroleum Technology Company for the last six years, before his direct
involvement with MAXIM.
HARVEY
M. PENSACK,
Director
Mr.
Pensack serves on the Nominating and Executive Committee of the Board of
Directors. After graduating Cum Laude from Clarkson University in 1944, with
a
B.S. Degree in Mechanical Engineering, Mr. Pensack served in the military,
finishing as a First Lieutenant in 1946. He spent seven years in the insurance
industry earning promotions and supervisory positions but then saw the potential
in the young computer industry. In 1953, utilizing his engineering training
and
entrepreneurial spirit, he founded Mitronics Inc., an innovative firm and
manufacturer of hermetic ceramic to metal seals for the then-fledgling
semiconductor industry. Mr. Pensack served as Chairman and CEO of Mitronics,
which prospered, and in 1970 was merged into a public corporation to become
Varadyne, Inc. Throughout the 1970s, 1980s and 1990s, Mr. Pensack had an
active
career as a financial consultant specializing in insurance, business succession
planning and estate management. Throughout his career, and quick to recognize
potential in many diverse fields, Mr. Pensack has been a private investor
who
specializes in researching and analyzing potential investment choices with
a
focus on management personnel and growth opportunity.
JOHN
P. RITOTA, JR., D.D.S. - Director
Dr.
Ritota serves as Chairman of the Audit Committee and a member of the
Compensation and Governance Committees of the Board of Directors. Dr. John
Ritota was a founding shareholder of Alpha Pro Tech, Inc. in 1990 (AMEX:APT)
a
company that designs and manufactures a wide range of products to meet
requirements in the healthcare, industrial, laboratory, clean room, foodservice,
pet and other markets, which are now marketed worldwide. As a Board member,
Dr.
Ritota negotiated an international contract with one of the world’s largest food
service companies, McDonalds. As one to seek out and invest in innovative
technologies, he was also one of the original investors in CompuPix, one
of the
first developers of high definition televisions (HDTV), and was an original
investor in Orrox, a company that offered one of the first eighteen-inch
satellite dishes, and one that developed one of the first digital editing
machines, later acquired by CBS. A published writer on a number of medical
and
dental issues, Dr. Ritota graduated from Ithaca College in June 1971, and
then
earned his Doctor of Dental Science at Georgetown University in May 1975,
where
he was also given a grant in 1975 for the "Anatomical Study of
Temporo-Mandibular Joint" and his work on the subject of TMJ disorders has
earned him much recognition nationally. Since April 1981, Dr. Ritota has
shared
an active practice in General Dentistry with his brother, Dr. Ted Ritota,
in
Delray Beach, Florida.
MAXIM
TEP, INC.
9400
GROGAN’S MILL ROAD, SUITE 205 vTHE
WOODLANDS, TX 77380 USA
PHONE:
281. 466.1530 FAX: 281.466.1531
v
www.maximtep.com
“Technology
Enhanced Production”
W.
MARVIN WATSON,
Chairman
of the Board & CEO, Maxim TEP, Inc.
Mr.
Watson has served as Chairman of the Company since April of 2007, and then
assumed the position of Chief Executive Officer on October 3, 2007. After
serving in the U.S. Marine Corps during World War II, Mr. Watson earned a
Bachelors of Business Administration from Baylor University and a Masters
of Art
in Economics from Baylor. From 1956-1965 he served as Executive Assistant
to the
President of Lone Star Steel Company in Dallas, Texas. From 1965-1968, Mr.
Watson served was a special advisor to the President Lyndon Baines Johnson
and
worked in the position of Chief of Staff. In 1968, President Johnson named
him
to a Cabinet-level position as U.S. Postmaster General. In March 1969 Mr.
Watson
accepted the presidency of Occidental International Corporation, a subsidiary
of
Occidental Petroleum Corporation. In 1971, he was made Senior Vice President
and
elected to the Board of Occidental Petroleum. Soon thereafter he was elected
Executive Vice President, and together with another Executive VP, assumed
the
responsibility of the President’s position at the parent company of Occidental.
He served as Chairman of the Board or President of the subsidiaries of
Occidental, and during his tenure, the Company grew from the 22nd
largest
to the 9th
largest
U.S. Corporation. From 1979-1987 Mr. Watson served as President and CEO of
Dallas Baptist University. From 1991-1993, he was Chairman of Polish Telephones
and Microwave Corporation, and from 1996-1998 President/CEO of Radopath
Pharmaceuticals Corporation. Since 1999, Mr. Watson, prior to joining Maxim,
published his memoirs in the Lyndon Johnson White House, entitled “Chief
of Staff - Lyndon Johnson and His Presidency”.
MAXIM
TEP, INC.
9400
GROGAN’S MILL ROAD, SUITE 205 vTHE
WOODLANDS, TX 77380 USA
PHONE:
281. 466.1530 FAX: 281.466.1531
v
www.maximtep.com
“Technology
Enhanced Production”
SHAREHOLDER
PROPOSALS
A
shareholder has made two proposals, by attached letter, as follows:
(1)
To
remove, without cause, W. Marvin Watson, Carl Landers and John Ritota from
the
Board of Directors of the Company; and
(2)
To
elect
as Directors of the Company to fill the vacancies on the Board, each to serve
until his successor is elected and qualified, Peter O’Neill and Stephen J.
Warner.
Vote
Required
Each
share entitles the holder to one (1) vote per share. The ratification of
each of
the shareholder’s proposals requires the affirmative vote of a majority of the
votes cast at the Special Meeting, provided a quorum is present.
The
Board recommends that Shareholders vote AGAINST the shareholder
proposals.
OTHER
MATTERS
As
of the
date of this Proxy Statement, the Board knows of no other business that will
be
brought before the Special Meeting; however, if any such matters are properly
presented, it is the intention of the persons voting the proxies to vote
their
best judgment in the interests of the Company.
Whether
or not you intend to be present at the Special Meeting you are urged to promptly
complete and return the accompanying proxy card. If you are present at the
Special Meeting and wish to vote your shares in person, the accompanying
proxy
shall, at your request, be returned to you at the Special Meeting.
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W.
Marvin Watson
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Chairman
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Dated:
July 15, 2008
MAXIM
TEP, INC.
9400
GROGAN’S MILL ROAD, SUITE 205 vTHE
WOODLANDS, TX 77380 USA
PHONE:
281. 466.1530 FAX: 281.466.1531
v
www.maximtep.com
“Technology
Enhanced Production”
PROXY
- MAXIM TEP, INC.
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR A SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON July 25, 2008.
The
undersigned hereby (i) acknowledges receipt of the notice dated July 15,
2008 of
a 2008 Special Meeting of Shareholders to be held on Friday, July 25, 2008,
at
the Maxim TEP offices located at 9400 Grogan’s Mill Road, Suite 205, The
Woodlands, Texas 77381 at 10:30 a.m., and the proxy statement relating thereto
and (ii) appoints W. Marvin Watson and John P. Ritota, Jr., or either of
them,
with full power of substitution, attorneys and proxies of the undersigned
to
vote all shares of stock, par value $.00001per share, of Maxim TEP, Inc.,
a
Texas corporation (the “Company” or “Maxim”), which the undersigned is entitled
to vote at the Special Meeting, and at any adjournment thereof, as
follows:
| I. |
SHAREHOLDER
PROPOSAL
|
1.
To
remove, without cause, W. Marvin Watson, Carl Landers and John Ritota from
the
Board of Directors of the Company; and
FOR
o AGAINST
o ABSTAIN
FROM VOTING ON o
| II. |
SHAREHOLDER
PROPOSAL
|
| 1. |
To
elect as Directors of the Company to fill the vacancies on the Board,
each
to serve until his successor is elected and qualified, Peter O’Neill and
Stephen J. Warner.
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FOR
o AGAINST
o ABSTAIN
FROM VOTING ON o
| III. |
MISCELLANEOUS
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The
undersigned directs that this proxy be voted in such manner as the proxies
named
herein may direct with respect to any other matter that may properly come
before
the Special Meeting or any adjournments thereof.
The
undersigned hereby revokes any proxies heretofore given to vote or act with
respect to the shares of Common Stock and/or Preferred Stock standing in
the
name of the undersigned or with respect to which the undersigned is entitled
to
vote and act at the Annual Meeting or any adjournment thereof, and hereby
ratifies and confirms all that said proxies, their substitutions, or any
of them
may lawfully do by virtue hereof.
MAXIM
TEP, INC.
9400
GROGAN’S MILL ROAD, SUITE 205 vTHE
WOODLANDS, TX 77380 USA
PHONE:
281. 466.1530 FAX: 281.466.1531
v
www.maximtep.com
“Technology
Enhanced Production”
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS
MARKED HEREON. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED
AGAINST
THE REMOVAL OF ONE OR MORE DIRECTORS OF THE COMPANY AND AGAINST.
THE ELECTION OF THEIR REPLACEMENTS
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MAXIM TEP,
INC.
DATED:
__________________,
2008
SIGNATURE: ______________________________________________________________________________
PRINTED NAME:___________________________________________________________________________
SIGNATURE:______________________________________________________________________________
PRINTED NAME:___________________________________________________________________________
NUMBER
OF
MAXIM TEP, INC.
SHARES:_______________________________________________________
Please
date this proxy and sign and print your name exactly as it appears on your
stock
certificate, noting the number of shares you own. When there is more than
one
owner, each should sign. When signing as an attorney, administrator, executor,
guardian or trustee, please add your title as such. If executed by a
corporation, the proxy should be signed by a duly authorized
officer.
PLEASE
SIGN THIS PROXY AND RETURN IT PROMPTLY WHETHER OR NOT YOU EXPECT TO ATTEND
THE
ANNUAL MEETING OR FAX TO MAXIM TEP HEADQUARTERS PRIOR TO THE MEETING AT
281-466-1531.
MAXIM
TEP, INC.
9400
GROGAN’S MILL ROAD, SUITE 205 vTHE
WOODLANDS, TX 77380 USA
PHONE:
281. 466.1530 FAX: 281.466.1531
v
www.maximtep.com
“Technology
Enhanced Production”