UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
¨ | Preliminary Information Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14(c)-5(d)(2)) |
x | Definitive Information Statement |
American Antiquities Incorporated
(Name of the Registrant as Specified in its Charter)
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x | No Fee Required |
¨ | Fee Computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
1. | Title of each class of securities to which transaction applies: |
2. | Aggregate number of securities to which transaction applies: |
3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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¨ | Fee paid previously with preliminary materials. |
¨ | Check box is 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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INFORMATION STATEMENT
September 24, 2010
AMERICAN ANTIQUITIES INCORPORATED
GENERAL
This Information Statement is first being mailed on or about September 24, 2010, to the holders of record of the outstanding common A stock, (the “Common Stock”) of American Antiquities Incorporated, a Illinois corporation (the “Company”), as of the close of business on September 20, 2010 (the “Record Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
This Information Statement relates to a written consent in lieu of a meeting that we expect to be signed by shareholders of the Company owning at least two-thirds of the outstanding shares of Common Stock five days after this notice is sent to our shareholders (the “Written Consent”) of as of the Record Date. Except as otherwise indicated by the context, references in this Information Statement to “Company,” “we,” “us,” or “our” are references to American Antiquities Incorporated.
The Written Consent will authorize an amendment to our Articles of Incorporation (the “Amendment”), which amends our current Articles of Incorporation to:
● | to change our name to Pet Airways, Inc. |
A copy of the Amendment is attached to this Information Statement as Appendix A.
These corporate actions will become effective on the filing of a certificate of amendment to our Articles of Incorporation with the Secretary of State of Illinois which filing will occur at least 20 days after the date of the mailing of this Information Statement to our shareholders.
PLEASE NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF SHAREHOLDERS AND NO SHAREHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING SHAREHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(C) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy.
By Order of the Board of Directors, | |
/s/ Dan Wiesel | |
Dan Wiesel | |
Chief Executive Officer |
Date: September 24, 2010
Introduction
On June 25, 2010, we entered into a share exchange agreement with Pet Airways, Inc. its shareholders, and Joseph A. Merkel, Kevin T. Quinlan, and Bellevue Holdings, Inc., collectively, the majority shareholders of the Company.
· | Pursuant to the Exchange Agreement, the Company acquired substantially all of the outstanding shares of Pet Airways from its shareholders. |
· | In exchange, we issued to the former Pet Airways shareholders an aggregate of 25,000,000 shares of common A shares, representing approximately 72% of our outstanding Common Stock. |
Therefore, Pet Airways became a wholly-owned subsidiary of the Company. The share exchange resulted in a change in control of the Company.
Change in Control
On August 13, 2010, we completed a reverse acquisition transaction through a share exchange with Pet Airways and its shareholders, whereby we acquired substantially all of the issued and outstanding capital stock of Pet Airways in exchange for 25,000,000 shares of our common A shares, which constituted approximately 73% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the reverse acquisition. As a result of the reverse acquisition, Pet Airways became our wholly-owned subsidiary and the former shareholders of Pet Airways became our controlling stockholders. The share exchange transaction with Pet Airways was treated as a reverse acquisition, with Pet Airways as the acquirer and American Antiquities Incorporated as the acquired party.
Upon the closing of the reverse acquisition on August 13 , 2010, Joseph A. Merkel, our CEO, President and director and Kevin T. Quinlan, our CFO, Controller and director, officer, resigned as our directors and from all offices of the Company that he held. On the same day, our board of directors increased the size of our board to three board members and appointed Messrs. Wiesel, Binder and Warner to our board of directors at the effective time of the resignation of Messrs. Merkel and Quinlan to fill the vacancies created by their resignation. In addition, our board of directors appointed Mr. Wiesel as our Chief Executive Officer and Ms. Binder as our Executive Vice President effective immediately at the closing of the reverse acquisition.
Approval of Amendment of Articles of Incorporation
Dan and Alysa Wiesel, The Daniel T. Zagorin Trust, Leslie Bines and Brandon Bines, who collectively are holders of record of 23,558,853 shares of our common A shares, constituting approximately 68% of the voting power of our issued and outstanding common A shares have indicated that they intend to consent in writing to an amendment to our Articles of Incorporation within five days of the mailing of this Information Statement to our shareholders.
The Written Consent will authorize an amendment to our Articles of Incorporation, which amends our current Articles of Incorporation to:
● | to change our name to Pet Airways, Inc. |
These corporate actions will become effective on the filing of a certificate of amendment to our Articles of Incorporation with the Secretary of State of Illinois, which filing will occur at least 20 days after the date of the mailing of this Information Statement to our shareholders.
AUTHORIZATION BY THE BOARD OF DIRECTORS AND SHAREHOLDERS
Under the Illinois Business Corporation Act and the Company’s Bylaws, any action that can be taken at an annual or special meeting of shareholders may be taken without a meeting, with five days’ prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes that will be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted consent to such action in writing. The approval of the Amendment requires the affirmative vote or written consent of two-thirds of the voting power of the issued and outstanding shares of Common Stock. Each Shareholder is entitled to one vote per share of Common Stock on any matter which may properly come before the shareholders.
On the Record Date, the Company had 34,314,615 shares of Common Stock issued and outstanding with the holders thereof being entitled to cast one vote per share.
On August 13, 2010, our Board of Directors unanimously adopted resolutions approving the Amendment and recommended that our shareholders approve the Amendment as set forth in Appendix A . In connection with the adoption of these resolutions, our Board of Directors elected to seek the written consent of the holders of two-thirds of our outstanding shares in order to reduce associated costs and implement the proposals in a timely manner.
Our Board of Directors has determined that the change of our name to “Pet Airways, Inc.” is in the best interest of our shareholders and will more accurately reflect, and allow us to engage in, our business operations.
CONSENTING SHAREHOLDERS
Dan and Alysa Wiesel, The Daniel T. Zagorin Trust, Leslie Bines and Brandon Bines, who collectively are holders of record of 23,558,853 shares of our common A shares, constituting approximately 68% of the voting power of our issued and outstanding common A shares have indicated that they intend to consent in writing to an amendment to our Articles of Incorporation within five days of the mailing of this Information Statement to our shareholders.
Accordingly, when signed by the holders named above, we will have obtained all necessary corporate approvals in connection with the Amendment. We are not seeking written consent from any other shareholder, and the other shareholders will not be given an opportunity to vote with respect to the actions described in this Information Statement. All necessary corporate approvals have been obtained. This Information Statement is furnished solely for the purposes of advising shareholders of the action to be taken by written consent and giving shareholders notice of such actions taken as required by the Exchange Act and the Illinois Business Corporation Act.
As the actions to be taken by the shareholders will be by written consent, there will be no security holders’ meeting and representatives of the principal accountants for the current year and for the most recently completed fiscal year will not have the opportunity to make a statement if they desire to do so and will not be available to respond to appropriate questions from our shareholders.
We will, when permissible following the expiration of the 20 day period mandated by Rule 14c of the Exchange Act and the provisions of the Illinois Business Corporation Act, file the Amendment with the Illinois Secretary of State’s Office. The Amendment will become effective upon such filing (the “Effective Date”) and we anticipate that such filing will occur approximately 20 days after this Information Statement is first mailed to our shareholders.
DESCRIPTION OF THE COMPANY’S CAPITAL STOCK
Description of Capital Stock
The following statements constitute brief summaries of American Antiquities' certificate of incorporation and bylaws, as amended.
Common A Shares. American Antiquities' articles of incorporation authorize it to issue up to 100,000,000 common A shares, and 10,000,000 preferred shares.
Liquidation Rights. Upon liquidation or dissolution, each outstanding common A share will be entitled to share equally in the assets of American Antiquities legally available for distribution to shareholders after the payment of all debts and other liabilities.
Dividend Rights. There are no limitations or restrictions upon the rights of the board of directors to declare dividends out of any funds legally available therefore. American Antiquities has not paid dividends to date and it is not anticipated that any dividends will be paid in the foreseeable future. The board of directors initially may follow a policy of retaining earnings, if any, to finance the future growth of American Antiquities. Accordingly, future dividends, if any, will depend upon, among other considerations, American Antiquities' need for working capital and its financial conditions at the time.
Voting Rights. Holders of common A shares of American Antiquities are entitled to voting rights of one hundred percent. Holders may cast one vote for each common A share held at all shareholders meetings for all purposes.
Other Rights. Common A shares are not redeemable, have no conversion rights and carry no preemptive or other rights to subscribe to or purchase additional common shares in the event of a subsequent offering. Common A shares do not have cumulative voting features.
Preferred Stock. The authorized preferred stock may be issued from time to time in series. The board of directors is authorized to establish such series, to fix and determine the variations and the relative rights and preferences as between series, and to thereafter issue such stock from time to time. The board of directors is also authorized to allow for conversion of the preferred stock to common stock under terms and conditions as determined by the board of directors.
Our bylaws allow action to be taken by written consent rather than at a meeting of stockholders with the consent of the holders of a majority of shares entitled to vote.
Transfer Agent. Corporate Stock Transfer, Inc. will act as American Antiquities' transfer agent.
As of August, 13, 2010, we had a total of 34,314,615 shares of our common A shares outstanding.
AMENDMENT TO OUR ARTICLES OF INCORPORATION
On August 13, 2010, our Board of Directors approved, subject to receiving the approval of the holders of two-thirds of our outstanding capital stock, an amendment to our Articles of Incorporation, which amends our current Articles of Incorporation to change our name to “Pet Airways, Inc.” to more accurately reflect our business operations. Dan and Alysa Wiesel, The Daniel T. Zagorin Trust, Leslie Bines and Brandon Bines, who collectively are holders of record of 23,558,853 shares of our common A shares, constituting approximately 68% of the voting power of our issued and outstanding common A shares have indicated that they intend to consent in writing to an amendment to our Articles of Incorporation within five days of the mailing of this Information Statement to our shareholders. The proposed Amendment is attached hereto as Appendix A.
Name Change
Our current Articles of Incorporation states that the name of the Company is “American Antiquities Incorporated”
Our Board of Directors unanimously approved, subject to shareholder approval, the Amendment to change our name from “American Antiquities Incorporated” to “Pet Airways, Inc.”
Shareholder approval for the Amendment changing our name will be obtained by Written Consent of shareholders holding at least two-thirds of the voting power of our issued and outstanding Common Stock as of the Record Date. The Amendment effecting the name change will become effective following filing with the Secretary of State of the State of Illinois, which will occur promptly following the 20th day after the mailing of this Information Statement to our shareholders as of the Record Date.
Purposes for Name Change
Following the change of control of our Company and reverse acquisition of Pet Airways effected by the Share Exchange Transaction, our Board of Directors has determined that the change of our name to “Pet Airways, Inc.” is in the best interest of our shareholders and will more accurately reflect, and allow us to engage in, our new business operations.
Distribution and Costs
We will pay the cost of preparing, printing and distributing this Information Statement.
Absence of Dissenters’ Rights of Appraisal
Neither the adoption by the board of directors, nor the approval by the shareholders of the reverse split or the name change provides shareholders any right to dissent and obtain appraisal of or payment for such shareholder's shares under the Illinois Business Corporation Act, the Articles of Incorporation or the bylaws.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of our common A shares as of August 13, 2010 (i) by each person who is known by us to beneficially own more than 5% of our common A shares; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, 777 E. Atlantic Avenue, #C2-264, Delray Beach, FL 33483.
Amount and | ||||||||||||
Nature of | ||||||||||||
Name and Address of | Beneficial | Percent of | ||||||||||
Beneficial Owner | Office, If Any | Title of Class | Ownership(1) | Class(2) | ||||||||
Officers and Directors | ||||||||||||
Dan and Alysa Wiesel | CEO and Director, Executive Vice President and Director | Common A shares | 17,123,373 | 50 | % | |||||||
Andrew Warner | Director | Common A shares | 21,675 | 0 | % | |||||||
All officers and directors as a group (3 persons named above) | Common A shares | 17,144,948 | 50 | % | ||||||||
5% Security Holders | ||||||||||||
Leslie Bines | Common A shares | 2,970,000 | 9 | % | ||||||||
The Daniel T. Zagorin Trust | Common A shares | 2,167,303 | 6 | % |
* Less than 1%
(1) | Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common A shares. |
(2) | A total of 34,314,615 shares of our common A shares are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1) as of August, 13, 2010. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator. |
Except as indicated in the footnotes to this table and subject to applicable community property laws, the persons named in the table to our knowledge have sole voting and investment power with respect to all shares of securities shown as beneficially owned by them. |
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. The periodic reports and other information we have filed with the SEC, may be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington DC 20549. You may obtain information as to the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site that contains reports, proxy statements and other information about issuers, like the Company, who file electronically with the SEC. The address of that site is www.sec.gov. Copies of these documents may also be obtained by writing our secretary at the address specified above.
Appendix A