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:
[ ] Preliminary Information Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14c-5(d)(2))
[X] Definitive Information Statement
SCOOP, 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: Not
applicable.
(2) Aggregate number of shares to which transaction applies: Not
applicable.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: Not applicable.
(4) Proposed maximum aggregate value of transaction: Not applicable.
(5) Total fee paid: Not applicable.
[ ] 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 fee 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: Not applicable.
(2) Form, Schedule or Registration Statement No.: Not applicable.
(3) Filing Party: Not applicable.
(4) Date Filed: Not applicable.
INFORMATION STATEMENT
SCOOP, INC.
Cyberia House
Church Street, Basingstoke
Hampshire RG21 7QN
United Kingdom
This information statement is circulated to advise the stockholders of
Scoop, Inc., a Delaware corporation (the "Company"), of action proposed to be
taken without a meeting upon the written consent of the holder of a majority of
the outstanding shares of the common stock of the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
The matter upon which action is proposed to be taken is an amendment to
the Company's Certificate of Incorporation to change the Company's name to
24Holdings Inc. It is believed that the proposed new name is more appropriate
than the present one for the Company's present operations, which consist solely
of the ownership of 24STORE (Europe) Limited, a company incorporated in the
United Kingdom. On February 28, 2001, the Company's Board of Directors approved
and recommended that the Company's Certificate of Incorporation be amended to
change the Company's name to 24Holdings Inc.
If the proposed amendment were not to be adopted by written consent, it
would be required to be considered by the Company's stockholders at a special
stockholders' meeting convened for the specific purpose of approving the
amendment. The elimination of the need for such a special meeting of
stockholders is made possible by Section 228 of the Delaware General Corporation
Law (the "DGCL") which provides that the written consent of the holders of
outstanding shares entitled to vote at a meeting of stockholders, having not
less than the minimum number of votes which would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted, may be substituted for such a special meeting. Pursuant to
Section 242 of the DGCL, a majority of the outstanding shares of voting capital
stock entitled to vote thereon is required in order to amend the Company's
Certificate of Incorporation. In order to eliminate the costs and management
time involved in holding a special meeting and in order to effect the change of
the Company's name as early as possible in order to accomplish the purposes of
the Company as hereafter described, the Board of Directors of the Company voted
to utilize the written consent of the holder of a majority of the voting capital
stock of the Company.
The record date established by the Company for purposes of determining
the number of outstanding shares of voting capital stock of the Company for the
approval of the amendment is February 13, 2001 (the "Record Date"). On the
Record Date, InfiniCom AB, a company incorporated in Sweden ("InfiniCom"), owned
67,335,910 shares of common stock of the Company, constituting approximately
78.8% of the 85,486,716 total outstanding shares of voting capital stock of the
Company as of such date. Each share of voting capital stock of the Company
entitles the holder thereof to one vote on all matters submitted to
stockholders. InfiniCom gave its written consent to the amendment on February
28, 2001, which written consent will become effective on or about April 1,
2001. Upon the effectiveness of InfiniCom's written consent, the Company will
file a Certificate of Amendment of its Certificate of Incorporation with the
Secretary of State of the State of Delaware to effect the name change.
This Information Statement was first sent to the stockholders of the
Company on or about March 12, 2001.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of February 13, 2001,
concerning the Common Stock of the Company beneficially owned (i) by each
director and each Named Executive Officer of the Company, (ii) by all directors
and executive officers of the Company as a group and (iii) by each stockholder
known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock. The beneficial owners named have, to the knowledge of
the Company, sole voting and dispositive power with respect to the shares
beneficially owned, subject to community property laws where applicable.
Beneficial Ownership
Name and Address Shares Percent
InfiniCom AB (publ)
Gustavslundsvagen 151A
S-16751 Bromma
Sweden.............................. 67,335,910 78.8
Lennart Orkan
Foreningsvagen 2
SE-13237 Saltsjo-Boo
Sweden.............................. 0 0
Larsake Sandin
Frensham Court, Summerfield Lane
Surrey GU10 3AN
England............................. 0 0
Akbar Seddigh
Centralvagen 18
18357 Taby
Sweden.............................. 0 0
Martin Clarke
Kingston
Reading Road North
Fleet
Hampshire
GU13 8RR
United Kingdom...................... 4,953,455 5.8
Michael Neame
21 Archery Fields
Odiham, Hook
Hampshire
RG29 1AE
United Kingdom...................... 4,953,455 5.8
All executive officers and
directors as a group (5 persons).... 9,906,910 11.6
AMENDMENT TO CERTIFICATE TO EFFECT NAME CHANGE
The Board of Directors of the Company has authorized the amendment of
the Company's Certificate of Incorporation to change the Company's name from
Scoop, Inc. to 24Holdings Inc. As previously reported by the Company in its
Quarterly Report on Form 10QSB for the quarterly period ended June 30, 1998
(filed August 14, 1998), on July 31, 1998 the Company filed a voluntary petition
commencing a case under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Central District of California (the
"Bankruptcy Court") as Case No. SA 98-20799 RA (the "Bankruptcy Proceedings").
As a part of the Bankruptcy Proceedings, and in accordance with a Plan of
Reorganization approved by the Bankruptcy Court, as of December 7, 1999
InfiniCom had acquired a total of 60,783,219 shares of Common Stock of the
Company in exchange for 100% of the Common Stock of 24STORE. All of the
Company's operations prior to the Bankruptcy Proceedings were discontinued. The
Board of Directors believes that it is in the Company's best interest to change
the Company's name to reflect the change in the Company's business and
operations following the conclusion of the Bankruptcy Proceedings.
BY ORDER OF THE BOARD OF DIRECTORS
Date: March 12, 2001
Martin Clarke
President and Chief Executive Officer
Scoop, Inc.