UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT
PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1
BLUEPOINT LINUX SOFTWARE CORP.
(Exact name of registrant as specified in its corporate charter)
0-25797
(Commission File No.)
Indiana 35-2070348
(State of Incorporation) (I.R.S. Employer Identification No.)
4F., Xinyang Building, Bagua 4th Road, Shenzhen, Guangdong 518029, P.R. China
(Address of principal executive offices)
011867552450750
(Issuer's telephone number)
INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
GENERAL
This Information Statement is being delivered on or about June 5, 2002, to
the holders of shares of common stock of BluePoint Linux Software Corp., an
Indiana corporation (the "Company"), as of May 23, 2002. You are receiving this
Information Statement in connection with the possible appointment of three
persons by the Company's Board of Directors to fill three seats on the Company's
Board of Directors.
On May 24, 2002, directors and shareholders Yu Deng, Shengmiao Liao, Zhe
Kang, Yihuo Ye and Ling Li entered into a Stock Purchase Agreement (the
"Agreement") with Xin Liu and Jun Liu for the procurement by Mssrs. Xin Liu and
Jun Liu of 11,500,000 shares of common stock.
Pursuant to the terms of the Agreement, Xin Liu purchased 1,800,000 shares
from Yu Deng, 300,000 shares from Shengmiao Liao, 1,200,000 shares from Yihuo
Ye, and 2,700,000 shares from Ling Li, for a total acquisition of 6,000,000
shares or 29.4% of the outstanding common stock. Jun Liu purchased 2,550,000
shares from Shengmiao Liao and 2,850,000 shares from Zhe Kang, for a total
acquisition of 5,400,000 shares or 26.5% of the outstanding common stock. In
consideration for the purchase of the shares, Mssrs. Xin Liu and Jun Liu paid
the total sum of 1,000,000 Yuan (or approximately USD$121,950.00) to the named
sellers.
In accordance with the Agreement, the Board of Directors will accept the
resignations of Board members Zhe Kang, Ling Li, and Yihuo Ye, effective upon
the appointment of new Board members. The registrant anticipates the appointment
of Xin Liu, Jun Liu, and Frank Kwai Shing to the Board to fill the three vacant
seats until the next annual shareholder meeting can be held. Xin Liu, Jun Liu,
and Frank Kwai Shing will not take office as directors until at least ten days
after this Information Statement is mailed or delivered to all Company
shareholders in compliance with Section 14(F) of the Securities Exchange Act of
1934 and Rule 14F-1 thereunder.
YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU
ARE NOT, HOWEVER, REQUIRED TO TAKE ANY ACTION.
VOTING SECURITIES AND PRINCIPAL HOLDERS
Voting Securities of the Company
On May 23, 2002, there were 20,390,000 shares of common stock issued and
outstanding. Each share of Common Stock entitles the holder thereof to one vote
on each matter that may come before a meeting of the shareholders.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's Common Stock as of May 23,
2002. Regarding the beneficial ownership of the Company's Common Stock the table
lists: (i) each stockholder known by the Company to be the beneficial owner of
more than five percent (5%) of the Company's Common Stock, (ii) each Director
and Executive Officer and (iii) all Directors and Executive Officer(s), of the
Company as a group. Each of the persons named in the table has sole voting and
investment power with respect to Common Stock beneficially owned.
Name and Address Number of Shares
of Beneficial Owner Beneficially Owned Percent of Class
- ------------------- ------------------ ----------------
Yu Deng 4,200,000 shares 20.6%
6-704,#2 HuaFa Bei Road,
Shenzhen, China
YiHuo Ye 1,200,000 shares 5.9%
Floor 18, HuaRun Building,
No.8 JianGuoMen North St,
Beijing, China
Zhe Kang 3,150,000 shares 15.5%
Dormitory of Shenzhen
Special Zone Daily,
Shenzhen, China
ShengMiao Liao 3,750,000 shares 18.4%
602, B Building, HuiYaYuan,
Shenzhen, China
Ling Li 2,700,000 shares 13.2%
602, B Building, HuiYaYuan,
Shenzhen, China
CHANGES IN CONTROL
On May 24, 2002, the above reference parties entered into the Agreement
whereby Xin Liu acquired 6,000,000 common shares of the Company, Jun Liu
acquired 5,400,000 common shares of the Company. The following table sets forth
the beneficial ownership of the Company resulting from the May 24, 2002,
Agreement.
Name and Address Number of Shares
of Beneficial Owner Beneficially Owned Percent of Class
- ------------------- ------------------ ----------------
Yu Deng 2,400,000 shares 11.8%
YiHuo Ye 0 shares 0%
Zhe Kang 0 shares 0%
ShengMiao Liao 1,200,000 shares 5.9%
Ling Li 0 shares 0%
Xin Liu 6,000,000 shares 29.4%
Jun Liu 5,400,000 shares 26.5%
Frank Kwai Shing 0 shares 0%
Prior to the sale, the Company had 20,390,000 shares of common stock
outstanding.
DIRECTORS AND OFFICERS
LEGAL PROCEEDINGS
The Company is not aware of any legal proceeding in which any director,
officer, or any owner of record or beneficial owner of more than five percent of
any class of voting securities of the Company, or any affiliate of any such
director, officer, affiliate of the Company, or security holder, is a party
adverse to the Company or has a material interest adverse to the Company.
DIRECTORS AND OFFICERS.
The following persons are the Directors and Executive Officers of the Company
after the merger:
Name Age Position(s)
- ---- --- -----------
Yu Deng 26 President, Chairman of the Board & Director
Shengmiao Liao 29 Vice President, Director
Xin Liu 33 Director
Jun Liu 31 Director
Frank Kwai Shing 28 Director
RESUME OF NEWLY APPOINTED DIRECTORS
MR. XIN LIU, AGE 33, DIRECTOR
Mr. Liu obtained Bachelor of Science degree in physics from ChengDu Technology
University in 1990. From 1990 to 1992, he was employed as a secretary of
director by GuiLin Holiday Hotel. In 1992, he founded Launch Tech Co., Ltd. From
1992 to present, he has served as the Chairman of the Board of Launch Tech Co.,
Ltd. Launch is a leading manufacturer of vehicle diagnose, repair and
maintenance equipment in China.
MR. JUN LIU, AGE 31, DIRECTOR
Mr. Jun Liu obtained Bachelor of Science degree in electronics from QingHua
University in 1992. From 1992 to 1993, he was employed by ShenZhen Shangda Tech
& Electron Co., Ltd. From 1993 to present, he has been the co-founder, director
and general manager of Launch Tech Co., Ltd.
MR. FRANK KWAI SHING, AGE 28, DIRECTOR
Mr. Frank Kwai Shing obtained a bachelor degree in economics and philosophy from
Clark University in the United States. He has acquired more than four years
experience in corporate finance with a regional investment banking corporation
in Hong Kong, where he is specialized in the fields of initial public offerings,
private equity placement and mergers and acquisitions, and is responsible for
assisting state and privately owned corporations in the PRC to raise capitals in
the international capital market. He obtained a bachelor degree in economics and
philosophy from Clark University in the United States.
Mr. Xin Liu and Mr. Jun Liu are brothers.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company may award stock options and cash bonus to key employees,
directors, officers, and consultants under a stock option plan as bonus based on
service and performance. No salaries are presently being taken by any officers
or directors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the duly
authorized undersigned.
Dated: June 19th, 2002.
BLUEPOINT LINUX SOFTWARE CORP.
/s/ Yu Deng
---------------------------------------
By: Yu Deng
President, Chairman of the Board, Director