SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary information statement [ ] Confidential, for use of the
Commission Only (as permitted
by Rule 14c-5(d)(2))
[ ] Definitive information statement
EMERGENT GROUP INC.
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(Name of Registrant as Specified in Its Charter)
[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 of 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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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Copies of all communications to:
IRA I. ROXLAND
Sonnenschein Nath & Rosenthal
1221 Avenue of the Americas, 24th Floor
New York, NY 10020-1089
(212) 768-6700
EMERGENT GROUP INC.
375 PARK AVENUE
NEW YORK, NEW YORK 10152
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INFORMATION STATEMENT
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
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This Information Statement is being furnished to our shareholders in
connection with the approval of amendments to our Articles of Incorporation by
the holders of a majority of interest of our common stock.
NAME CHANGE
On November 6, 2000 our board of directors unanimously approved an
amendment to our Articles of Incorporation to change our name from Dynamic
International Ltd. to Emergent Group Inc. The purpose of the name change was to
more closely identify ourselves with our operating subsidiary, Emergent Ventures
Ltd., and other of our affiliates, all of whom carry some variant of "Emergent"
in their respective names.
On the same date, the holders of approximately 58% of our then issued
and outstanding common stock gave their written consent to the adoption and
approval of the proposed amendment.
INCREASE IN AUTHORIZED CAPITALIZATION
On March 19, 2001, our board of directors unanimously approved an
amendment to our Articles of Incorporation to increase our authorized common
stock, $.001 par value, from 50.0 million shares to 100.0 million shares. On the
same date, the holders of approximately 58% of our then issued and outstanding
common stock gave their written consent to the adoption and approval of the
proposed amendment. We currently have 44,173,280 shares of common stock
outstanding.
The board of directors and the holders of a majority of our outstanding
shares of common stock believe that the availability of authorized but unissued
shares will provide us with the flexibility to issue common stock for a variety
of corporate purposes, such as to effect future stock splits in the form of
dividends, to make acquisitions through the use of stock, to raise equity
capital, to adopt employee benefit plans or to reserve additional shares for
issuance under such plans and under plans of acquired companies. The board of
directors believes that the proposed increase in authorized common stock would
facilitate our ability to accomplish these business and financial objectives in
the future without the necessity of delaying such activities for further
shareholder approval, except as may be required in particular cases by our
Articles of Incorporation, applicable law or the rules of any stock exchange or
national securities association trading system on which the our securities may
then be listed. Other than as permitted or required under our future employee
benefit plans, and in connection with our proposed acquisition by merger of
Medical Resources Management, Inc., which we announced on January
26, 2001, the board of directors has no immediate plans, understandings,
agreement or commitments to issue additional common stock for any purposes.
Under our Articles of Incorporation, our shareholders stockholders do
not have preemptive rights with respect to issuance of common stock. Thus,
should the board of directors elect to issue additional shares of common stock,
existing shareholders would not have any preferential rights to purchase such
shares. If the board of directors elects to issue additional shares of common
stock, such issuance could have a dilutive effect on the earnings per share,
book value per share voting power and shareholdings of current stockholders.
REQUIRED CORPORATE ACTION
Pursuant to Section 78.320 of the Nevada General Corporation Law, a
majority of the outstanding shares of common stock is required to amend our
Articles of Incorporation. The holders of a majority of the outstanding shares
of our common stock desired to proceed in each instance without a meeting of a
shareholders to (i) eliminate the costs and management time required to hold a
special meeting of shareholders and (ii) effect the proposed amendments as soon
as possible and thereafter accomplish the purposes of the proposed amendments in
a timely manner.
All corporate action necessary under applicable Nevada law to approve
the amendments to our Articles of Incorporation have been taken.
Amendments implementing these proposals were filed with the Nevada
Secretary of State on November 6, 2000 and March 19, 2001, respectively.
NO NOTICE REQUIREMENT UNDER NEVADA LAW
The Nevada General Corporation Law does not require that any notice of
the taking of corporate action without a meeting of shareholders to those
shareholders who have not consented in writing to such action.
NO DISSENTERS' RIGHTS
The Nevada General Corporation Law does not provide for statutory
rights of appraisal in connection with either a name change or an increase in
authorized capitalization.
NO INTERESTS OF EXECUTIVE OFFICERS AND DIRECTORS
No director, executive officer or associate of any director or
executive officer, or any other person has any substantial interest, direct or
indirect, by security holdings or otherwise, in the amendments to our Articles
of Incorporation.
SECURITIES EXCHANGE ACT OF 1934
Section 14(a) of the Securities Exchange Act of 1934 required that
Information Statements containing substantially identical information as set
forth herein should have been mailed to you no less than 20 days prior to the
filing of each of the respective amendments to our Articles of Incorporation.
We inadvertently failed to furnish you with such Information Statements as
required by the Securities Exchange Act of 1934. Such failure, however, does not
affect the validity under the Nevada General Corporation Law of either our name
change or the
increase of our authorized capitalization. This Information Statement is now
being furnished to you for information purposes only.
SECURITY OWNERSHIP OF MANAGEMENT,
DIRECTORS AND PRINCIPAL SHAREHOLDERS
The following table sets forth certain information as of March 28, 2001
regarding the beneficial ownership of our common stock by:
o Each of our executive officers and directors;
o Each shareholder known by us to beneficially own 5% or more of
our common stock; and
o All directors and executive officers as a group.
Except as otherwise indicated, the address of each beneficial holder of
5% or more of such common stock is the same as us.
BENEFICIAL OWNER NUMBER OF SHARES PERCENT
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Daniel Yun 22,718,383 (1) 51.4%
Mark Waldron 22,718,383 (1) 51.4%
Amy Lai -- --
Calvin Yee -- --
Howard Waltman(2) 453,255 (3) 1.0%
Matthew Fong 0 --
Marton Grossman(4) 2,842,977 (5) 6.4%
Emergent Management Company LLC 22,718,383 (1) 51.4%
The THW Group LLP(2) 453,255 (3) 1.0%
Adventure Capital LLC(6) 5,737,247 13.0%
All officers and directors
as a group(6 persons) 23,171,638 (1)(5) 52.5%
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(1) Includes shares owned by Emergent Management Company LLC, over which
shares Messrs. Yun and Waldron share voting and investment control.
(2) 140 Deerfield, Tenafly, New Jersey 07670.
(3) Represents shares owned by The THW Group LLP, over which shares
Mr. Waltman exercises voting and investment control.
(4) 58 Second Avenue, Brooklyn, New York 11215.
(5) Includes 326,363 shares held in a not-for-profit charitable foundation of
which Mr. Grossman is a director and 2,516,614 shares held in trusts for
the benefit of family members of which Mr. Grossman is a trustee.
(6) 525 North Broadway, Suite 210, White Plains, New York 10603.
FINANCIAL STATEMENTS
Copies of our audited financial statements for the past three years, as
filed with the SEC, accompany this Information Statement.