Schedule 14C
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
ELF Incorporated
-----------------------------------------------
(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:
ELF Incorporated
7899 West Frost
Littleton, Colorado 80128
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 20, 2004
Meeting Called By Corporate Management Services, Inc.
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Elf
Incorporated, a Colorado corporation, (the "Corporation") will be held on
February 20, 2004, at the offices of Ballard Spahr Andrews & Ingersoll, LLP
located at 1225 17th Street, Suite 2300, Colorado 80202 at 10:00 a.m. local
time. The purpose of the meeting is to fill the vacancy on the board of
directors that was created by the untimely death of George G. Andrews, the
Corporation's sole officer and director. Filling this vacancy is imperative so
that the Corporation may re-commence doing business and complying with
applicable reporting requirements; such as filing annual reports on form 10-KSB.
Corporate Management Services, Inc. which owns 81% of the issued and outstanding
common stock of the Company has nominated its sole officer and director who is
also the son of George G. Andrews, Mark C. Andrews, to fill the vacancy and
serve as sole director during the next year.
Only shareholders of record at the close of business on December 23, 2003
are entitled to notice of, and to vote at, this Special Meeting. This notice is
being sent to shareholders on or about January 20, 2003. You are cordially
invited to attend. However, this notice is sent to you as a courtesy as the
shareholder of a majority of the Corporation's common stock intends to vote in
favor of the above nomination. Proxies are not being solicited as the
Corporation has sufficient votes to elect the proposed nominee as sole director
of the Corporation.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Yours truly,
Corporate Management Services, Inc.
By: /s/ Mark C. Andrews
-------------------------------------------
Mark C. Andrews
Date: January 9, 2004
Elf Incorporated
7899 West Frost Drive
Littleton, Colorado 80128
Information Statement
2003 Special Meeting of Shareholders
To Be Held February 20, 2004
Purpose
This information is being provided to the shareholders of the Corporation,
in connection with our prior receipt of approval by the majority holder of our
common stock, authorizing the election of a new director, to fill the vacancy
created by the untimely death of its prior sole director, George G. Andrews. The
election of a new director is imperative, in part, so that the Corporation may
continue to do business and comply with all applicable reporting requirements.
Currently, the Corporation is without anyone with authority to sign annual
reports on Form 10-KSB or other such required filings. Accordingly, this
information statement is filed by the Corporation as a result of the request of
its largest shareholder pursuant to the rights of Corporate Management Services,
Inc. ("CMS") under Colorado law to call a shareholders meeting. The majority
holder of the Corporation's common stock has nominated Mark C. Andrews to fill
the position of sole director and has indicated the intent to approve that
nomination. This information statement is being mailed to you on or about
January 20, 2003. The record date established by the majority shareholder is
December 23, 2003, (the "Record Date").
Voting Securities and Vote Required
Only shareholders as of the Record Date are entitled to vote at the
meeting. The Record Date is December 23, 2003. As of December 23, 2003,
1,230,000 shares of common stock, no par value, were outstanding. In the
election of directors, each record holder of stock entitled to vote at such
election shall have as many votes for each of the shares owned by him as there
are directors to be elected and for whose election he has the right to vote. At
each election of directors, that number of candidates equaling the number of
directors to be elected, having the highest number of votes cast in favor of
their election, shall be elected to the board of directors. Cumulative voting
shall not be permitted in the election of directors or otherwise. As of December
23, 2003, CMS held shares of the Corporation entitling it to 1,000,000 out of
the 1,230,000 total votes that may be cast at the meeting, representing 81.3% of
those total possible votes. Mark C. Andrews, sole director of CMS, has indicated
the shares of CMS will be voted in favor of electing Mark C. Andrews to serve as
sole director of the Corporation. Therefore, since such shares satisfy the
quorum and voting requirements for the election of directors as discussed below,
Mark C. Andrews will be elected as sole director.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU REQUESTED NOT TO SEND US A PROXY
At all meetings of shareholders, one-third of the outstanding shares of the
Corporation entitled to vote, represented in person or by information, shall
constitute a quorum. At each election of directors, (in this case only one) the
nominee, having the highest number of votes cast in favor of his election shall
be elected to the board of directors. The shares of Corporation stock held by
CMS, that Mr. Andrews has indicated will be voted in favor of the director
nominee, satisfy the quorum and voting requirements for the election of
directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of December 23, 2003, each person known
by the Company to be the beneficial owner of five percent or more of the
Company's common stock, all directors individually and all directors and
officers of the Company as a group. Except as noted, each person has sole voting
and investment power with respect to the shares shown.
- ------------------------------- ---------------------------- ---------------------------- -------------------
(1) Title of Class (2) Name of Beneficial (3) Amount and Nature of (4) Percent of Class
Owner Beneficial Owner
- ------------------------------- ---------------------------- ---------------------------- -------------------
Common Stock Corporate Management 1,000,000 81.3%
Services, Inc. (1)
7899 West Frost Dr.
Littleton, CO 80128
- ------------------------------- ---------------------------- ---------------------------- -------------------
Common Stock George G. Andrews (2) 1,010,000 82.1%
7899 West Frost Dr.
Littleton, CO 80128
- ------------------------------- ---------------------------- ---------------------------- -------------------
Common Stock Barbara Davidson (3) 1,005,000 81.7%
1327 Lark Ct.
Boulder, CO 80303
- ------------------------------- ---------------------------- ---------------------------- -------------------
- --------
(1) CMS is controlled by the estate of George Andrews and Barbara Davidson,
each of whom own 50% of the outstanding stock.
(2) Includes the shares of CMS and 5,000 shares owned by his spouse.
(3) Includes the shares of CMS.
ELECTION OF DIRECTORS
The Corporation's board of directors generally has one member, who is to be
elected annually. The sole board position is presently vacant due to the death
of the Corporation's sole officer and director. At this meeting shareholders
will vote to elect one director to serve for a one year period. CMS' nominee for
this position is identified below. CMS' nominee has indicated his willingness to
serve if elected. The name and biographical information for the nominee is set
forth below.
Director Nominees
Mark C. Andrews, age 50, has never held a position or office with the
Corporation. Mr. Andrews has served as the vice-president of Cement Test
Equipment, Inc. since 1996. Mr. Andrews currently serves as the sole director
and President of CMS, the majority shareholder of the Corporation, and is a
member of the board of directors of W.C. Jones. Mr. Andrews is the son of George
G. Andrews, who served as the Corporation's previous sole director and officer
until his death in March 2003.
CMS holds shares of the Corporation entitling it to 1,000,000 out of the
1,230,000 total votes that may be cast at the meeting, representing 81.3% of
those total possible votes.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, the
Corporation's directors, executive officers and beneficial owners of more than
10% of the Corporation's common stock must report their initial beneficial
ownership of the common stock and any changes in that ownership in reports which
must be filed with the SEC and the Corporation. The SEC has designated specific
deadlines for these reports and the Corporation must identify in this
information statement those persons who did not file these reports when due.
Based solely on a review of reports filed with the Corporation, all
directors and executive officers timely filed all reports regarding transactions
in Corporation securities required to be filed for the fiscal year ended April
30, 2003, except as follows:
None.
Board and Committee Meetings
There are no records of board meetings for the fiscal year ended April 30,
2003.
The board of directors does not have an audit committee.
The board of directors does not have a compensation and stock option
committee.
The board of directors does not have a nominating committee to provide
recommendations to the board for nominees for directorships. This function for
fiscal 2003 was performed by the board of directors of CMS on behalf of the
Corporation. The board of directors will consider nominees recommended by
stockholders. Stockholders who wish to recommend nominees for directorships
should submit their recommendations to the Corporation's registered agent Roger
V. Davidson, Esq. at the law offices of Ballard Spahr Andrews & Ingersoll, LLP,
at 1225 17th Street, Suite 2300, Denver, Colorado 80202-5596.
Compensation of Directors and Executive Officers
The Corporation's sole officer and director does not receive any
compensation for services rendered to the Corporation, nor has he received such
compensation in the past. As of the date of this information statement, the
Corporation has no funds available to pay its officer and director. Further, the
officer and director is not accruing any compensation pursuant to any agreement
with the Corporation.
The officer and director of the Corporation will not receive any finder's
fee, either directly or indirectly, as a result of his efforts to implement the
Corporation's business plan.
No retirement, pension, profit sharing, stock option, insurance programs or
other similar programs have been adopted by the Corporation for the benefit of
its employees, officers, or directors.
OTHER MATTERS
CMS knows of no other business which will be presented for consideration at
the Special Meeting other than the election of a director.
ELF Incorporated
By: Corporate Management Services, Inc.
By: /s/ Mark C. Andrews, President
-----------------------------------
Mark C. Andrews, Majority Shareholder
January 9, 2004