SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14C of the Securities Exchange Act of
1934 (Amendment No. )
Check the appropriate box:
[_] Preliminary information statement
[X] Definitive information statement
[_] Confidential for use of the Commission only
(as permitted by Rule 14c-5(d)(2)
CAREERENGINE NETWORK, INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[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):
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
CAREERENGINE NETWORK, INC.
2 World Trade Center
Suite 2112
New York, New York 10048
(Principal Executive Offices)
-----------------------------
INFORMATION STATEMENT
------------------------
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
STOCKHOLDERS TO INFORM THEM OF STOCKHOLDER ACTION TAKEN
BY WRITTEN CONSENT OF THE MAJORITY OF STOCKHOLDERS
Pursuant to the requirements of Section 14(c) of the Securities
Exchange Act of 1934 and Section 228(d) of the General Corporation Law of the
State of Delaware (the "Delaware Corporation Law"), this Information Statement
is being furnished to the stockholders of record as of August 30, 2000 (the
"Record Date") of CareerEngine Network, Inc., a Delaware corporation
("CareerEngine"), in connection with an amendment to Article FOURTH of
CareerEngine's Certificate of Incorporation increasing CareerEngine's total
authorized capital stock from 10,000,000 shares to 21,000,000 shares, of which
20,000,000 shares shall be common stock, with a par value of $0.10 per share
(the "Common Stock") and 1,000,000 shares shall be preferred stock, with a par
value of $0.10 per share (the "Preferred Stock"). The Preferred Stock may be
issued from time to time in one or more series with such designations,
preferences and relative participating, optional or other special rights and
qualifications, limitations or restrictions thereof, as shall be stated in the
resolutions adopted by the Board of Directors providing for the issuance of such
Preferred Stock or series thereof (the "Amendment"). On August 30, 2000, the
Board of Directors (the "Board") unanimously and the holders of a majority of
the outstanding voting securities of CareerEngine on the Record Date (the
"Majority of Stockholders"), approved the Amendment by written consent.
CareerEngine will cause the Amendment to become effective twenty (20) days after
this Information Statement is first sent to the stockholders of CareerEngine.
The approximate date on which this Information Statement will be mailed to
stockholders is September 24, 2000.
OUTSTANDING SECURITIES AND VOTING RIGHTS
As of the Record Date, there were issued and outstanding 5,443,673
shares of Common Stock. The Majority of Stockholders held approximately
2,869,515 shares of Common Stock, or approximately 52.71% of CareerEngine's
issued and outstanding Common Stock.
Each holder of Common Stock would normally be entitled to one vote in
person or by proxy for each share of Common Stock in his or her name on the
books of CareerEngine, as of the Record Date, on any matter submitted to the
vote of stockholders. However, under Section 228(a) of the Delaware Corporation
Law, any action which may be taken at a stockholders meeting may be taken by
written consent of the requisite number of stockholders required to take such
action. The approval of the Amendment requires the affirmative vote or written
consent of a majority of CareerEngine's outstanding Common Stock. On August 30,
2000, the Majority of Stockholders consented to the Amendment by written
consent.
Delaware law does not afford to the stockholders the right to dissent
from the corporate action described in this Information Statement or to receive
an agreed or judicially appraised value for their shares.
1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of August 30, 2000, the shares of
CareerEngine 's Common Stock owned beneficially by the present directors of
CareerEngine individually, by all present directors and executive officers of
CareerEngine as a group, and by persons known to CareerEngine to own more than
five (5%) percent of the outstanding shares of Common Stock:
% of Aggregate voting
Power and
Common Stock Outstanding Equity
Name of Beneficial Owner (1) Position Beneficially Owned (2) Owned (3)
- ---------------------------- -------- ---------------------- ------------------
President
George W. Benoit Chairman and Chief 1,729,420 (4) (8) 30.99
Executive Officer
Kevin J. Benoit Director 438,000 (5) (6) (8) 7.87
Charles W. Currie Director 271,780 (7) 4.99
Joseph G. Anastasi Director 2,200 *
David W. Dube Director 4,000 *
James J. Murtha Director -------- *
Vice President and
Anthony S. Conigliaro Chief Financial Officer -------- *
Chief Executive Officer of
Thomas J. Ferrara CareerEngine, Inc. 46,500 (5) (9) *
All Directors and Executive
Officers as a group (8 persons) 2,491,900 43.37
Barry W. Blank
10% Shareholder 680,100 (10) 11.84
- ------------------------------------------------------------------------------------------------------------------
* Owns less than one (1%) percent.
(1) The address of all the beneficial owners is: CareerEngine Network Inc.,
2 World Trade Center, New York, New York 10048; except that the address
for Barry W. Blank is P.O. Box 32056, Phoenix, Arizona 85064.
(2) A person is deemed to be a beneficial owner of securities that can be
acquired by such person within 60 days from the filing of this
Information Statement upon the exercise of options and warrants or
conversion of convertible securities. Each beneficial owner's percentage
ownership is determined by assuming that options, warrants and
2
convertible securities that are held by such person (but not held by any
other person) and that are exercisable or convertible within 60 days
from the filing of this Information Statement have been exercised or
converted. Except as otherwise indicated, and subject to applicable
community property and similar laws, each of the persons named has sole
voting and investment power with respect to the shares shown as
beneficially owned.
(3) All percentages of beneficial ownership are calculated based on the
number of shares outstanding as of August 30, 2000. On such date,
CareerEngine had 5,443,673 shares of Common Stock issued and
outstanding.
(4) Includes the following: (1) options to purchase 37,500 shares of Common
Stock; and (2) 18,500 shares of Common Stock held in George W. Benoit's
401K Plan.
(5) Includes options to purchase 20,000 shares of Common Stock.
(6) Includes the following: (1) 21,000 shares of Common Stock held in the
Kevin J. Benoit 1998 Family Trust, of which Kevin J. Benoit is the
Trustee; and (2) 35,300 shares of Common Stock held in Kevin J. Benoit's
Individual Retirement Account.
(7) Includes the following: (1) 200 shares of Common Stock owned by Mr.
Currie's wife; and (2) 9,900 shares of Common Stock held in Charles W.
Currie's Individual Retirement Account.
(8) Includes 100,000 shares of Common Stock that can be acquired on the
conversion of certain debentures and related warrants.
(9) Includes 25,000 shares of Common Stock that can be acquired on the
conversion of certain debentures and related warrants.
(10) Includes 300,000 shares of Common Stock that can be acquired on the
conversion of certain debentures and related warrants.
REASON FOR THE AMENDMENT
CareerEngine presently has no plans to issue Preferred Stock or
additional Common Stock. However, CareerEngine believes that having Preferred
Stock and increasing the authorized Common Stock will provide the following: (i)
additional flexibility in terms of its capital structure; and (ii) allow the
Board of Directors to (a) react without further stockholder approval to the
Company's capital needs, (b) pursue strategic opportunities which may arise in
the future, and (c) respond to business opportunities and to pursue objectives
that may develop or arise in the future including financings, acquisitions,
strategic business relationships or stock dividends and stock splits.
Furthermore, CareerEngine believes that the availability of additional shares of
Common Stock will enable it to attract and retain talented employees through
grant of stock options and other stock-based incentives.
The Preferred Stock may be issued from time to time in one or more
series with such designations, preferences and relative participating, optional
or other special rights and qualifications, limitations or restrictions thereof,
as shall be stated in the resolutions adopted by the Board of Directors
providing for the issuance of such Preferred Stock or series thereof without the
need to seek the approval of CareerEngine's stockholders. The authorized shares
of Common Stock in excess of those issued will also be available for issuance at
times and for corporate purposes that the Board deems advisable without further
action by CareerEngine's stockholders, except as may be required by applicable
laws or the rules of any stock exchange or national securities association
trading system on which CareerEngine's securities may be listed or traded.
3
The issuance of additional shares of Common Stock and of Preferred Stock (i)
could also make it more difficult for a third party to acquire a majority of
CareerEngine's outstanding voting stock, and (ii) may have a dilutive effect on
earnings per share and, for a person who does not purchase additional shares to
maintain a pro rata ownership interest, on a stockholder's percentage voting
power.
INTEREST OF CERTAIN PERSONS IN THE AMENDMENT
As of the Record Date, the number of shares of Common Stock outstanding
was 5,443,673. George W. Benoit, George W. Benoit Jr., Kevin J. Benoit, Charles
W. Currie, Nancy C. Benoit, Anne B. Mullen and Michael J. Mullen hold an
aggregate of 2,869,515 shares of Common Stock, which represents approximately
52.71% of the issued and outstanding shares of CareerEngine's capital voting
stock. Mr. George W. Benoit is the President, Chairman and Chief Executive
Officer of the CareerEngine. Mr. Kevin J. Benoit is a Director of CareerEngine
and an Executive Officer and Director of various subsidiaries of CareerEngine.
Mr. Currie is a Director of CareerEngine. George W. Benoit is the father of Ms.
Mullen, Nancy C. Benoit, George W. Benoit, Jr. and Kevin J. Benoit. Mr. Mullen
is the husband of Ms. Mullen.
OTHER BUSINESS
No further business will be transacted by Written Consent to
corporate action in lieu of meeting of stockholders to which this Information
Statement pertains.
By Order of the Board of Directors
/s/ George W. Benoit
----------------------
George W. Benoit
President
Chairman of the Board and
Chief Executive Officer
Dated: New York, New York
September 24, 2000
4