U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
SCHEDULE 14F-1
Under the Securities Exchange Act of 1934
WPB FINANCIERS, LTD.
(Exact name of registrant as specified in its corporate charter)
0-49935
(Commission File Number)
Delaware
(State of Incorporation)
06-1638637
(I.R.S. Employer Identification No.)
2000 Hamilton Street, #520, Philadelphia, Pennsylvania 19130-3883
(Address of principal executive offices)
215-893-3662
(Registrant's telephone number, including area code)
WPB FINANCIERS, LTD.
INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 14f-1 THEREUNDER
GENERAL
This Information Statement is being delivered on or about December 20, 2002 to
the holders of shares of common stock, par value $0.0001 (the "Common Stock")
of WPB Financiers, Ltd., a Delaware corporation (the "Company"). You are
receiving this Information Statement in connection with the appointment of a
new member to the Company's Board of Directors (the "Board").
The Company entered into a Stock Subscription Agreement with Brightpoint
Capital Partners, LLC ("Brightpoint"), dated December 20, 2002, in which
Brightpoint received 7,000,000 shares of common stock of the Company in
exchange for the cash consideration of $700, which results in a restructuring
of the Company's management, Board, and ownership.
By written consent of the Board on December 20, 2002, Darian S. Tenace will
resign as the sole director and officer and appoint Michael Tay as the sole
director of the Company. Mr. Tay will not take office until 10 days after this
Information Statement is mailed or delivered to all Company stockholders in
compliance with Section 14(f) of the Securities Exchange Act of 1934 (the
"Exchange Act") and Rule 14f-1 thereunder.
YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE NOT,
HOWEVER, REQUIRED TO TAKE ANY ACTION.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities of the Company
On December 20, 2002 there were 8,240,000 shares of common stock issued and
outstanding. Each share of Common Stock entitles the holder thereof to one vote
on each matter that may come before a meeting of the shareholders.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of December 20, 2002, certain information
with respect to the Company's equity securities owned of record or beneficially
by (i) each officer and director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all directors and executive officers as a group.
Amount and
Nature of
Name and Address of Beneficial Percent of
Title of Class Beneficial Owner (1) Ownership Class (2)
- -------------- --------------------------- ---------- ----------
Common Stock Michael Tay 7,000,000 85%
2000 Hamilton St., #520
Philadelphia, PA 19130-3883
Common Stock Darian S. Tenace 1,240,000 15%
715 Palm Street
West Palm Beach, FL 33401
Common Stock All Officers and Directors
as a Group (1 person) 7,000,000 85%
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise indicated, represents
securities for which the beneficial owner has sole voting investment
power or has the power to acquire such beneficial ownership within 60
days.
(2) Based upon 8,240,000 shares issued and outstanding.
Changes in Control
On December 20, 2002, the Company entered into a Stock Subscription Agreement
with Brightpoint Capital Partners, LLC ("Brightpoint"), in which Brightpoint
received 7,000,000 shares of common stock of the Company in exchange for the
cash consideration of $700. Immediately afterwards, Brightpoint transferred
the shares to its sole shareholder, Michael Tay. Mr. Tay will become the
"control person" of the Company as that term is defined in the Securities Act
of 1933, as amended. Simultaneously with this transaction, Darian S. Tenace
resigned as an officer and director and appointed Mr. Tay to the Board and
which appointment is effective 10 days after mailing of this Information
Statement. Mr. Tay also was appointed as President, Secretary and Treasurer of
the Company.
DIRECTORS AND EXECUTIVE OFFICERS
Legal Proceedings
The Company is not aware of any legal proceedings in which any director,
officer, or any owner of record or beneficial owner of more than five percent
of any class of voting securities of the Company, or any affiliate of any such
director, officer, affiliate of the Company, or security holder, is a party
adverse to the Company or has a material interest adverse to the Company.
Directors and Executive Officers
The following table sets forth the names and ages of the incoming director and
executive officer of the Company, the principal offices and positions with the
Company held by each person. Such person will become a director or executive
officer of the Company effective 10 days after the mailing of this Information
Statement. The executive officers of the Company are elected annually by the
Board. The directors serve one-year terms until their successors are elected.
The executive officers serve terms of one year or until their death,
resignation or removal by the Board. Unless described below, there are no
family relationships among any of the directors and officers.
Name Age Position
----------- --- --------------------------------------------
Michael Tay 66 President, Secretary, Treasurer and Director
For the last five years, Mr. Tay has devoted full time in managing his own
investments in securities and real estate, including commercial, and
residential real estate investments in undeveloped land as well as income
producing properties, mutual funds and other securities investments, both debt
and equity, in companies listed on exchanges such as AMEX or traded over-the-
counter and listed on NASDAQ and the OTC Bulletin Board.
Certain Relationships and Related Transactions
Not applicable
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC
initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of the Company. Officers, directors and
greater than ten percent shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, none of the officers, directors or shareholders of
the Company was delinquent in any necessary filings under Section 16(a).
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Executive Officers and Directors
The Company currently does not pay any cash salaries to any officers or
directors.
Summary Compensation Table
The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal year ended December 31,
2001. Other than as set forth herein, no executive officer's salary and bonus
exceeded $100,000 in any of the applicable years. The following information
includes the dollar value of base salaries, bonus awards, the number of stock
options granted and certain other compensation, if any, whether paid or
deferred.
SUMMARY COMPENSATION TABLE
Annual Paid Compensation Long Term Compensation
------------------------- ------------------------
Awards Payouts
--------------------------------------------
OTHER RESTRICTED SECURITIES ALL
ANNUAL STOCK UNDERLYING LTIP OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
YEAR ($) ($) ($) ($) SARS (#) ($) ($)
NAME AND
PRINCIPAL
POSITION
- ----------------------------------------------------------------------------------------------------------------------------
Darian S. Tenace 2001 -0- -0- -0- -0- -0- -0- -0-
(President, (12/31)
Treasurer,
Secretary)
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SAR'S GRANTED
OPTIONS/SAR'S TO EMPLOYEES IN FISCAL EXERCISE OF BASE PRICE
NAME GRANTED (#) YEAR ($/SH) EXPIRATION DATE
- -------------------------------------------------------------------------------------------------------------------------
Darian S. Tenace None N/A N/A N/A
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Value of Unexercised In
Number of Unexercised The-Money Option/SARs
Shares Acquired Securities Underlying At FY-End ($)
On Value Options/SARs At Fy-End (#) Exercisable/Unexercisable
Name Exercise (#) Realized ($) Exercisable/Unexercisable
- ------------------------------------------------------------------------------------------------------------------------
Darian S. Tenace N/A N/A None N/A
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Information Statement to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: December 27, 2002 WPB FINANCIERS, LTD.
By: /s/ Michael Tay
-----------------------------
Michael Tay
President
