UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. _______)
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
AMERICAN MARKET SUPPORT 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:
American Market Support Network, Inc.
14090 Southwest Freeway, Suite 300
Sugar Land, Texas 77478
Information Statement and
Report of Change In Majority of Directors
Introduction
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. This Information Statement and Report of Change in Majority of Directors
is being mailed on or about July 29, 2003 to all holders of record on July 29,
2003.
General. This Information Statement and Report of Change in Majority of
Directors is being furnished by American Market Support Network, Inc. (the
"Company") pursuant to Sections 14(c) and 14(f) of the Securities Exchange Act
of 1934 and Rules 14c-1 and Rule 14f-1 thereunder, to announce the change of the
Company's name to "Arizona Aircraft Spares, Inc." and a change in all of the
members of the Board of Directors.
As part of a plan of corporate reorganization and change in control, on
July 16, 2003, the Company entered into a share exchange agreement with the sole
shareholder of Arizona Aircraft Spares, Inc. and Arizona Aircraft Spares, Inc.
("AIRS"). The Company acquired all 1,000,000 outstanding shares of common stock
of AIRS in exchange for 19,658,397 shares of common stock of the Company which
represents 79% of the outstanding shares of common stock after completion of the
share exchange. AIRS became the wholly owned subsidiary of the Company and the
prior shareholder of AIRS gained control of the Company. The completion of the
share exchange was reported on a Form 8-K filed with the SEC on July 16, 2003.
Reasons for the Name Change. The Company is changing its name to "Arizona
Aircraft Spares, Inc." to better reflect the Company's new business venture. The
Company acquired AIRS in a share exchange to provide the Company with additional
business opportunities in the manufacture of military aircraft spare parts.
Prior to acquiring AIRS, the Company's primary business is providing media
relations services. The Company has been operating at a loss since its
inception. The Company incurred losses of $135,293 and $76,850 for the years
ended December 31, 2002 and 2001, respectively.
In the future, the Company intends for its primary business to be conducted
through AIRS. AIRS manufactures military aircraft spare parts and ground support
systems for the United States Government (Air Force, Army, Navy, Marines and
Coast Guard). AIRS devotes its resources to manufacturing attrition parts for
the C-130, F-4, F-5, F-15, F-16, F-18, T-37, T-38, A-4, A-37 and P-3 aircrafts.
AIRS specializes in airframe structures and skins, sheet metal and machined
parts, plastic formed parts, windows, small and large assemblies, electronics
and communication products and bonded assemblies.
1
AIRS's products extend to a number of categorical areas of production and
manufacturing. These include:
Machinery - CNC Capabilities; 5 Axis; Straight Line Machinery Sheet
Metal - Theoretical Loft; High Speed Hammering
Assembly - Small and Large Part Assemblies
Bonding - Metal on Metal and Honeycomb Bonding
Welding - Multi-type and Material Welding
Ceramics - Low and High Temperature Processing
Composites - Boron; Kevlar; Carbon Graphite's; Polycarbonate
Injection Details
Hydraulic Pneumatic - Manufacturing and Maintenance of Fluid Driven Systems.
Systems
AIRS manufactures spare parts and has an approved MI-I-45208A program with
the US Government. AIRS's manufacturing facility and offices are housed in a
14,400 square foot industrial building which is situated in Tucson International
Business Park, located approximately 1 mile from the Tucson International
Airport and approximately 3 miles from Davis-Monthan Air Force Base.
The Transaction. On July 16, 2003, the Company, entered into a share
exchange with the sole shareholder of AIRS, whereby the Company acquired all
1,000,000 outstanding shares of common stock of AIRS in exchange for 19,658,397
common shares of AMSN and the AIRS shareholder became an AMSN stockholder,
owning 79% of AMSN's total issued and outstanding common shares of 24,884,047.
AIRS became the wholly owned subsidiary of the Company and the prior shareholder
of AIRS gained control of the Company. As part of the agreement, the Company
agreed to change its name to "Arizona Aircraft Spares, Inc." On July 16, 2003,
prior to the share exchange, stockholders owning 51.6% of the outstanding shares
of common stock approved an amendment to the articles of incorporation to change
the name. The Company will file the amendment to the articles of incorporation
twenty (20) days after the date on which this Information Statement is filed
with the Securities and Exchange Commission and mailed to all of the holders of
record of the Company's common stock.
Further, as part of the share exchange, the Board increased the size of the
Board from two to four directors and appointed Mr. Vito Peppitoni and Ms. Sylvia
Quintero to fill the new positions. The directors of the Company prior to the
share exchange, Mr. Luhanto and Mr. Merrill, will resign and Mr. Peppitoni and
Ms. Quintero will remain as the Company's Board of Directors. The Company
anticipates Mr. Luhanto and Mr. Merrill will resign and the change of control
will occur ten (10) days after the date on which this Information Statement is
filed with the Securities and Exchange Commission and mailed to all of the
holders of record of the Company's common stock. The Company will file a current
report on Form 8-K with the Securities and Exchange Commission when the name
change is complete.
2
Voting Securities
Prior to the share exchange on July 16, 2003, there were 5,225,650 shares
of the Company's common stock outstanding. The Company has no other securities
outstanding. A total of 2,703,000 shares of the Company's common stock or 51.6%
of the outstanding shares approved change of the name to "Arizona Aircraft
Spares, Inc." After the share exchange on July 16, 2003, there were 24,884,047
shares of the Company's common stock outstanding.
Change in Board of Directors
The Company's Board of Directors consisted of Mr. Luhanto and Mr. Merrill.
After the share exchange, the Board was increased from two to four directors and
Mr. Peppitoni and Ms. Quintero were appointed to the Board. Ten (10) days after
the date on which this Information Statement is filed with the Securities and
Exchange Commission and mailed to all of the holders of record of the Company's
common stock, Mr. Luhanto and Mr. Merrill will resign as directors and officers
of the Company. Mr. Peppitoni will become the Chief Executive Officer and
President. The Company is currently interviewing candidates to become the new
Chief Financial Officer.
Dissenters Rights
No stockholders of the Company have dissenter's rights regarding the change
in name of the Company to Arizona Aircraft Spares, Inc.
Directors and Executive Officers
The following table sets forth certain information for each officer and
director of the Company.
Name Age Position Since
- ---- --- -------- -----
Vito Peppitoni Director 2003
Sylvia Quintero Director 2003
Alvie T. Merrill 55 Director and President 2001
Pertti Luhanto 37 Chairman of the Board, 2000
Treasurer, Secretary
Vito Peppitoni
Mr. Peppitoni became a director of the Company in 2003. Mr. Peppitoni will
become the Chief Executive Officer and President of the Company. Mr. Peppitoni
is the Chief Executive Officer and President of AIRS and has been since he
founded AIRS in 1988. He holds a Masters of Science in Aeronautical Engineering
from the University of Pennsylvania and a Bachelors of Science in Mechanical
Engineering from Pennsylvania State University.
3
Sylvia Quintero
Ms. Quintero became a director of the Company in 2003. Ms. Quintero was the
Business Manager of the University of Arizona Journalism Department in Tucson,
Arizona and has served in various positions for the University of Arizona
Journalism Department since 1990. She is now a business consultant. Ms. Quintero
holds a Master of Business Administration and Bachelors of Science in Business
Administration from the University of Phoenix.
Alvie T. Merrill
Mr. Alvie T. Merrill, joined American Market Support Network, Inc. in
August 2001 and became a director, President and CEO in 2001. From January 1980
to February 1998, Mr. Merrill was President of his own company, A.T. Merrill
Business Consulting providing management and financial consulting for over 200
companies dealing with financial difficulties. From March 1998 to Oct. 1998, Mr.
Merrill was Vice President of Business Development for Procorp, Inc., a Houston
based company providing training in interpersonal skills. From November 1998 to
February 1999, Mr. Merrill provided consulting and industry training in
leadership and team building for Coldwell Banker and Caterpillar. From February
1999 to October 2000, Mr. Merrill was President/CEO of Interlucent Internet
Solutions Inc., a company specializing in upscale Web development for Fortune
100 corporations. From November 2000 to March 2001, Mr. Merrill worked in
various fundraising and management related capacities at U.S. TechSolution,
Inc., a telecommunications company providing fiber optic services to major
industries. From April 2001 to July 2001, Mr. Merrill provided management and
financial consulting services for C.E.B.R. Services, Higgins Enterprises and
Essex Waste Management.
Pertti Luhanto
Pertti Luhanto is a founding stockholder of American Market Support
Network, Inc. He became the Chairman in December 2000 and Secretary in May 2001.
From January 1991 to December 1992, Mr. Luhanto was a managing editor in
Vahittaiskauppa-magazine, a magazine for retail professionals in Finland. From
January 1992 to January 1995, Mr. Luhanto served as Chairman of
Viestintatoimisto Merger Oy in Finland. In January 1995, Mr. Luhanto established
Legendium Oy, a company specialized in corporate publications in Finland. He has
served as the president of Legendium Oy from January 1995 to January 1996. From
January 1996 to January 2000, he was a Chairman of Legendium Oy. In January
2000, he became CEO of Legendium, Inc., a US subsidiary for Legendium Oy, the
position he continues to hold.
There are no family relationships among the officers and directors.
Board of Directors
In fiscal 2002, the Board of Directors met one (1) time and took two (2)
actions by unanimous consent. Each director attended at least 75% of the
meetings of the Board of Directors.
4
Executive Compensation
The following table sets forth the compensation of the Company's Chief
Executive Officers during the last two complete fiscal years. No officers or
directors received annual compensation in excess of $100,000 during the last
three complete fiscal years.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
----------------------------------------- ---------------------------------------------------------
Awards Payout
--------------------------- ------------
Restricted Securities LTIP All Other
Other Annual Stock Underlying Payout ($) Compensation($)
Year Salary Bonus ($) Compensation ($) Award(s) Options (#)
------------ ---------- ------------ ----------------- ------------ -------------- ------------ ---------------
Alvie T. 2002 $500 -0- -0- -0- -0- -0- -0-
Merrill, 2001 $9,000 -0- -0- -0- -0- -0- -0-
President
Pertti Luhanto, 2002 $6,290 -0- -0- -0- -0- -0- -0-
Chairman, 2001 $6,750 -0- -0- -0- -0- -0- -0-
Treasurer and
Secretary
No options or warrants, bonuses, Restricted Stock Awards (RSAs), Stock
Appreciation Rights (SARs), or Long Term Incentive Plans (LTIPs) were awarded to
the named executive officers in any of the above years.
Compensation of Directors
At present, we do not pay our directors for attending meetings of the Board
of Directors. We have no standard arrangement pursuant to which our directors
are compensated for any services provided as a director or for special
assignments.
Board Committees
The Company currently has no audit, nominating, compensation committee or
other board committee performing equivalent functions. Currently, all members of
its Board of Directors participate in discussions concerning executive officer
compensation.
Employment Agreements
The Company entered into a consulting services contract with Legendium,
Inc., a company controlled by Pertti Luhanto for administrative consulting
services. The contract is on a month-to-month term and is cancelable upon one
day's notice. The Company paid $6,290 and $6,750 under this contract for the
years ended December 31, 2002 and 2001, respectively. On May 1, 2003, the
Company granted Mr. Luhanto 24,400 shares of common stock in lieu of $5,324 owed
to Legendium, Inc. under the consulting services contract.
5
In 2001, the Company had a consulting agreement with Alvie T. Merrill
Consulting, Inc., owned by the Alvie T. Merrill, the President of the Company.
The contract was cancelled in December 2001. The Company paid $9,000 under this
agreement for the year ended December 31, 2001. In July 2002, the Company
entered into a new agreement with Alvie T. Merrill Consulting, Inc. Under the
Agreement, Alvie T. Merrill will provide the Company with a qualified interim
President and all selling, general and administrative functions. Alvie T.
Merrill Consulting, Inc. will receive $2,000 per month and 10% of all net
revenues of the Company. On May 1, 2003, the Company granted Mr. Merrill 100,000
shares of common stock of the Company in lieu of $22,000 owed to Alvie T.
Merrill Consulting, Inc. under the consulting agreement.
Compliance With Section 16(a)
of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers, directors and owners of more
than 10% of any class of the Company's securities registered pursuant to Section
12 of the Exchange Act to file reports of ownership and changes in ownership
with the Commission. The Commission's rules also require such persons to furnish
the Company with a copy of all Section 16(a) reports that they file. Based
solely upon a review of the copies of the reports and written representations
furnished to the Company, all such reporting persons complied with such
reporting obligations during the fiscal year ended December 31, 2002, except
Alvie T. Merrill and Pertti Luhanto, who were late filing their Form 3s.
Legal Proceedings
The Company and its property are not a party to any pending or current
legal proceedings.
Certain Relationships and Related Transactions
Except as otherwise indicated above, we have not been a party to any
transaction, proposed transaction, or series of transactions in which the amount
involved exceeds $60,000, and in which, to our knowledge, any of our directors,
officers, five percent beneficial security holder, or any member of the
immediate family of the foregoing persons has had or will have a direct or
indirect material interest. Should a transaction, proposed transaction, or
series of transactions involve an officer or director of the Company or a
related entity or an affiliate of a related entity, or holders of stock
representing 5% or more of the voting power of the then outstanding voting
stock, the transactions must be approved by the unanimous consent of our Board
of Directors. In the event a member of the Board of Directors is a related
party, that member will abstain from the vote.
6
Audit Report
The Board of Directors reviews the Company's internal accounting
procedures, consults with and reviews the services provided by the Company's
independent accountants and selects the independent accountants. Because members
of the Board are also officers of the Company, they do not meet the definition
of independence. The Board will consider, in the future, forming an audit
committee to be comprised of independent directors. In fulfilling its oversight
responsibilities, the Board has reviewed and discussed the audited financial
statements with management and discussed with the independent auditors the
matters required to be discussed by SAS 61. Management is responsible for the
financial statements and the reporting process, including the system of internal
controls. The independent auditors are responsible for expressing an opinion on
the conformity of those audited financial statements with generally accepted
accounting principles.
The Board discussed with the independent auditors, the auditors'
independence from the management of the Company and received written disclosures
and the letter from the independent accountants required by Independence
Standards Board Standard No. 1.
After the review and discussions mentioned above, the Board decided to
include the audited financial statement in the Company's Annual Report on Form
10-KSB.
Respectfully submitted,
Board of Directors,
Alvie T. Merrill
Pertti Luhanto
Security Ownership of Certain
Beneficial Owners and Management
Principal Stockholders
The following table sets forth certain information as of July 16, 2003,
with respect to the beneficial ownership of our common stock for (i) each
director, (ii) all of our directors and officers as a group, and (iii) each
person known by us to own beneficially five percent (5%) or more of the
outstanding shares of our common stock.
Unless otherwise indicated, the address for each listed stockholder is:
American Market Support Network, Inc., 14090 Southwest Freeway, Suite 300, Sugar
Land, Texas 77478. To our knowledge, except as indicated in the footnotes to
this table or pursuant to applicable community property laws, the persons named
in the table have sole voting and investment power with respect to the shares of
common stock indicated.
7
Number of
Name of Beneficial Owner Shares(1) Percent(2)
------------------------ --------- ----------
1,414,000 5.7%
Pertti Luhanto
Alvie T. Merrill 100,000 0.402%
Vito Peppitoni 19,658,397 79%
Sylvia Quintero 0 0
All directors and officers as a group 85.1%
(4 persons)
- -------------------
(1) "Beneficial Ownership" is defined pursuant to Rule 13d-3 of the Exchange
Act, and generally means any person who directly or indirectly has or
shares voting or investment power with respect to a security. A person
shall be deemed to be the beneficial owner of a security if that person has
the right to acquire beneficial ownership of the security within 60 days,
including, but not limited to, any right to acquire the security through
the exercise of any option or warrant or through the conversion of a
security. Any securities not outstanding that are subject to options or
warrants shall be deemed to be outstanding for the purpose of computing the
percentage of outstanding securities of the class owned by that person, but
shall not be deemed to be outstanding for the purpose of computing the
percentage of the class owned by any other person.
Other Information
We file periodic reports, proxy statements and other documents with the
Securities and Exchange Commission. You may obtain a copy of these reports by
accessing the Securities and Exchange Commission's website at
http://www.sec.gov.
American Market Support Network, Inc.
By Order of the Board of Directors