COMPANY DATA:
COMPANY CONFORMED NAME: AQUA VIE BEVERAGE CORP
CENTRAL INDEX KEY: 0001068104
STANDARD INDUSTRIAL CLASSIFICATION: [6770]
IRS NUMBER: 820506425
STATE OF INCORPORATION: Del
FISCAL YEAR END: 0731
FILING VALUES:
FORM TYPE: DEF 14C
SEC ACT: 1934 Act
SEC FILE NUMBER: 0-24801
FILM NUMBER: 2501577
BUSINESS ADDRESS:
STREET 1: 333 South Main Street, Ste 203
STREET 2: P.O. Box 6759
CITY: Ketchum
STATE: ID
ZIP: 83340
BUSINESS PHONE: 2086227792
MAIL ADDRESS:
STREET 1: P.O. Box 6759
CITY: Ketchum
STATE: ID
ZIP: 83340
FORMER COMPANY:
FORMER CONFORMED NAME: Barhill Acquisition Corp
DATE OF NAME CHANGE: 19980812
SCHEDULE 14C INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.)
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
CHECK THE APPROPRIATE BOX:
[ ] PRELIMINARY PROXY STATEMENT [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY RULE 14C-5(D)(2))
[X] DEFINITIVE INFORMATION STATEMENT
[ ] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL UNDER RULE 14A-12
AQUA VIE BEVERAGE CORP.
(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):
[X] NO FEE REQUIRED.
[ ] FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(1) AND 0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
Common
Preferred
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTIONS APPLIES:
95,121,117 common and 16,018.092 preferred
(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): n/a
(4) Proposed maximum aggregate value of transaction: n/a
2
(5) Total fee paid: n/a
[ ] Fee paid previously with preliminary materials: n/a
[ ] 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.: 14C
(3) Filing Party: Registrant
(4) Date Filed: July 8, 2002
3
AQUA VIE BEVERAGE CORP
333 South Main Street Ste 203
Ketchum, Idaho 83340
Information Statement
July 8, 2002
The Company wishes to inform shareholders of the following proposed
actions by consent, which we are proposing to provide Management with
flexibility to effect future financing for the Company.
1. Approve amendments to the Articles which would combine the common
shares in the alternative as provided below, with the Directors to have
the discretion as to which amendment to file, or whether to file any
such amendment subject to the requirement that any such amendment to
effect a combination must be made on or before April 30, 2003, after
which this approval would be withdrawn and the amendment would not be
considered approved by the shareholders:
a. At the rate of one share of common for every 20 common shares
outstanding at the time of the Board's action or,
b. At the rate of one share of common for every 50 common shares
outstanding at the time of the Board's action or,
c. At the rate of one share of common for every 75 common shares
outstanding at the time of the Board's action or,
d. At the rate of one share of common for every 100 common shares
outstanding at the time of the Board's action.
e. At the rate of one share of common for every 1,000 common shares
Outstanding at the time of the Board's action.
2. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
A PROXY
You can find more information about this proposal, in the attached
Information Statement.
By Order of the Board of Directors,
Ketchum, Idaho /s/Thomas J. Gillespie
-------------------
Thomas J. Gillespie
July 8, 2002 President
4
AQUA VIE BEVERAGE CORP
333 South Main Street, Ste 203
Ketchum, Idaho 83340
INFORMATION STATEMENT
FOR THE
WRITTEN CONSENT OF STOCKHOLDERS
July 8, 2002
The Corporation's Board of Directors is providing information with respect to
the matters referred to in this Information Statement. This Information
Statement contains important information. Please read it carefully.
ITEM 1.
Item 1.1. DATE, TIME AND PLACE OF INFORMATION
This Information Statement will be mailed to stockholders on or about July
8, 2002.
In this Information Statement:
o "We," "us," "our" and the "Company" refer to Aqua Vie Beverage Corp. o
"Board of Directors" or "Board" means our Board of Directors, o "SEC" means
the Securities and Exchange Commission; and,
o "Voting Securities" means outstanding shares of our common stock or
preferred stock with voting rights.
The Board set June 5, 2002 as the record date for the Information
Statement. There were 95,121,017 shares of our common stock outstanding as at
May 24, 2002.
We have summarized below important information with respect to an
Information Statement in lieu of a shareholder meeting.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
ITEM 1.2. REVOCABILITY OF PROXIES N/A
ITEM 1.3. DISSENTERS RIGHTOF APPRAISAL N/A
ITEM 1.4. PERSONS MAKING THE SOLICITATION N/A
ITEM 1.5. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON N/A
(see below, Item 3)
5
ITEM 1.6. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the number of shares of our common and preferred
stock that are owned by the directors, the Named Executive Officers and Certain
Beneficial Owners.
a). Security Ownership of Certain Beneficial Owners.
The following table sets forth the security and beneficial ownership
interest for each class of equity securities known by the Corporation to have
more than five (5%) percent of the voting securities. Numbers are estimated and
vary as a function of conversion rates of Series G preferred shares, which
proportionally increase relative to the market price below $.02/share or
additional sales below $.20/share as measured by a fraction whose numerator is
$/02/share, and whose denominator is the lower market price or issuance price.
At the time of the consent action, as an example, if the market price of common
were $.010/share, voting rights (and conversion rates to common) of Preferred G
shares would double from those stated here. As other preferred shares have
voting rights based on conversions to common or deemed conversion from common
convertibles, if the conversion rate of Series G shares increased because of
these factors, the conversion rate (and voting rate) of said other Preferred
shares would vary accordingly. Voting and conversion rates are estimated based
on a common market at time of the consent action of approximately $02/share, and
on the assumption that no below market issuances of stock which would trigger a
higher conversion rate occur between the date hereof and when the consent action
is taken. Only shares voted by Thomas Gillespie, President, are being utilized
to support this consent action, no other common or preferred shares are intended
to be voted therefore, and said shares constitute an absolute majority of the
votes not withstanding any possible enhancements in voting as described above
for information purposes only.
Amount of Shares Percentage Name and Address
Title of Class of Class of Class of Beneficial Owner
- -------------- -------- -------- -------------------
COMMON 95,121,017 Shares
1,383,829 1.65% Thomas J. Gillespie, President and
Chairman of the Board 333 South Main
Street, Ste 203 Ketchum, Idaho 83340
70,574,255 82.8% CEDE (Street Name Holder)
P.O. Box 20 Bowling Green Station
N.Y., N.Y. 10274
SERIES A PREFERRED 812.991 Preferred Shares with est.
6,462,731 Common Shares and voting rights.
(below may not be 5% holders, for
information only)
57.65% Bruce Butcher 1001 4th Ave. #3827
Seattle, Washington 98154
42.35% Joseph J. Wozniak 15404 20th Ave. SW
Burien, Washington 98166
SERIES B PREFERRED None Outstanding
SERIES C PREFERRED None Outstanding
SERIES D PREFERRED 3,965.101 Preferred Shares with
6,608,634 Common Shares and 36,346,891
Shares of voting rights. (all voting
rights held by Thomas Gillespie)
100% Brace Foundation Trust 333 South
Main Street, Ste. 203 Ketchum, Idaho
83340
SERIES E PREFERRED None Outstanding
SERIES F PREFERRED 1,240 Preferred Shares with
2,480,000 Common Shares & Voting Rights
(may not be 5% holder)
100% Joseph J. Wozniak 15404 20th Ave. SW
Burien, Washington 98166
SERIES G PREFERRED 10,000 Preferred Shares with
80,000,000 Common Shares & 200,000,000 voting rights
100% Thomas J. Gillespie, President and
Chairman of the Board 333 South Main
Street, Ste 203 Ketchum, Idaho 83340
6
(1) Under Rule 13(d) of the Exchange Act, shares not outstanding but subject to
options, warrants, rights or conversion privileges pursuant to which such shares
may be acquired in the next 60 days are deemed to be outstanding for the purpose
of computing the percentage of outstanding shares owned by persons that have
such rights, but are not deemed outstanding for the purpose of computing the
percentage for any other person.
(2) As of June 5, 2002, there were 95,121,017 Common shares outstanding and
Preferred Voting Rights of 245,289,622 common share equivalents unless otherwise
noted, the security ownership disclosed is of record and beneficial.
b) Security Ownership of Management.
The following table sets forth certain information with respect to the
beneficial ownership of each officer and director, and of all directors and
executive officers as a group as of May 24, 2002.
Amount of Shares Percentage Name and Address
Title of Class of Class of Class of Beneficial Owner
- -------------- -------- -------- -------------------
COMMOM
1,383,829 1.65% Thomas J. Gillespie, President and
Chairman of the Board 333 South Main
Street, Ste 203 Ketchum, Idaho 83340
SERIES D PREFERRED
3,965.101 Preferred Shares with
6,608,634 Common Shares and 36,346,891 Shares of voting rights
100% Thomas J. Gillespie, President and
Chairman of the Board Beneficiary of
an undivided interest in the
following trust Brace Foundation
Trust 333 South Main Street, Ste.
203 Ketchum, Idaho 83340
SERIES G PREFERRED
16,000 Preferred Shares with
80,000,000 Common Shares & 200,000,000 voting rights
100% Thomas J. Gillespie, President and
Chairman of the Board 333 South Main
Street, Ste 203 Ketchum, Idaho 83340
There are no arrangements that may result in change in control of the company.
ITEM 1.7. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS. N/A
ITEM 1.8. EXECUTIVE COMPENSATION.
N/A
ITEM 1.9. INDEPENDENT PUBLIC ACCOUNTANTS N/A
ITEM 1.10. COMPENSATION PLANS
N/A
ITEM 1.11. AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN FOR EXCHANGE
N/A
ITEM 1.12. MODIFICATION OR EXCHANGE OF SECURITIES N/A
ITEM 1.13. FINANCIAL AND OTHER INFORMATION
N/A
ITEM 1.14. MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS N/A
ITEM 1.15. ACQUISITION OR DISPOSITION OF PROPERTY N/A
7
ITEM 1.16. RESTATEMENT OF ACCOUNTS
N/A
ITEM 1.17. ACTION WITH RESPECT TO REPORTS.
N/A
ITEM 1.18. MATTERS NOT REQUIRED TO BE SUBMITTED
N/A
ITEM 1.19. AMENDMENT OF CHARTER, BYLAWS OR OTHER DOCUMENTS
The Company has determined it is desirable to preserve financing options to
provide for alternative combinations of common and to amend the articles to so
provide. The various combinations proposed are discretionary as to the Board's
approval of whether to file any one of the approved combinations, or no
combinations, subject to the requirement that any such amendment to effect a
combination must be made on or before April 30, 2003, after which this approval
would be withdrawn and the amendment would not be considered approved by the
shareholders. The alternative combinations would be 20 to 1, 50 to 1, 75 to 1,
100 to 1, 1000 to 1, and would have the effect of reducing outstanding common
shares by the reduction chosen.
ITEM 1.20. OTHER PROPOSED ACTION
N/A
ITEM 1.21. VOTING PROCEDURES
N/A
ITEM 1.22. INFORMATION REQUIRED IN INVESTMENT COMPANY PROXY STATEMENT N/A
8
ITEM 2. Proxies: Proxies are not being solicited as this is a consent action
and will not be accepted.
Item 3: Interest of Parties
Thomas Gillespie, CEO and holder of the Series G preferred shares may benefit
from the amendment increasing the common shares as there is not currently enough
common shares to satisfy the conversion permitted of Series G Preferred to
Common; a similar benefit could accrue if a combination was effected which would
free up common share outstanding. Series G and other shares voted by Mr.
Gillespie constitute an absolute voting majority of the shares of the compnay
and an absolute equity share.
OTHER MATTERS
Other Business
The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting or Information Statement in lieu thereof. If
any other matters are properly brought before the Corporation, it is the
intention of the persons named in the accompanying information statement to
consider such matters in accordance with their best judgment.
Annual Report to Stockholders OR Annual Report on Form 10-K
The Corporation's annual report on Form 10-K for the year ended July 31, 2001
as filed with the SEC, is available at no charge to stockholders upon written
request at the Corporation's mail address. Copies may also be obtained without
charge through the EDGAR system at www.sec.gov.
By Order of the Board of Directors
/s/ Thomas J. Gillespie
-----------------------
Thomas J. Gillespie
President & Chairman
DATE July 8, 2002
9
July 8, 2002
Dear Stockholder:
We are providing an Information Statement in lieu of an Annual Meeting or
Special Meeting of Stockholders of AQUA VIE BEVERAGE CORP. Detailed information
as to the matter under consideration is contained in the accompanying Notice and
Information Statement.
Sincerely,
/s/ Thomas J. Gillespie
--------------------
Thomas J. Gillespie
President & Chairman
10