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
CHARTWELL INTERNATIONAL, INC.
-----------------------------
(Name of Registrant as Specified in its Charter)
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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Chartwell International, Inc.
1124 Smith Street, Suite 304
Charleston, WV 25301
INFORMATION STATEMENT
Introduction
We Are Not Asking You For A Proxy And You Are Requested Not To Send Us A
Proxy. This Information Statement is being mailed on or about April 25, 2005 to
all stockholders of record on April 25, 2005.
General
This Information Statement is being furnished by Chartwell International,
Inc. (the "Company") pursuant to Section 14(c) of the Securities Exchange Act of
1934 and Rule 14c-1 thereunder, to announce the amendment the Company's Articles
of Incorporation to (a) increase the number of authorized shares of common stock
from 50,000,000 to 100,000,000 shares and (b) effect a 1-for-10 reverse stock
split with fractional shares to be rounded up to the next whole share.
Amendment to Certification of Incorporation
On April 5, 2005, the Board of Directors approved and on April 11, 2005,
the Stockholders owning a majority of the outstanding shares of common stock of
the Company approved the amendment to the Company's Certificate of Incorporation
to (a) increase the number of authorized shares of common stock from 50,000,000
to 100,000,000 shares and (b) effect a 1-for-10 reverse stock split with
fractional shares to be rounded up to the next whole share. The Company will
file the Amended and Restated Articles of Incorporation to effect the change 20
days after this Information Statement is mailed to the Stockholders.
Reasons for and Effect of the Proposed Amendment
The amendment will allow the Company to issue additional shares of common
stock as may be necessary in order to provide the potential for growth and
profit to Company through financings, acquisitions, or other strategic
transactions and to provide equity incentives to employees, officers, and
directors. Future issuances of additional shares of common or preferred stock,
whether pursuant to an acquisition or other corporate transaction, would have
the effect of diluting the voting rights and could have the effect of diluting
earnings per share and book value per share of existing stockholders. The
availability for issuance of additional shares of Common Stock could discourage
or make more difficult efforts to obtain control of the Company.
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Effective Date of Transaction
The transaction will take effect after the management file's the Company's
Amended and Restated Articles of Incorporation to reflect the increase in
authorized shares and the reverse stock split. The filing is permitted to be
made 20 days after the Information Statement was first mailed to the
stockholders. Management intends to file as soon as practicable thereafter.
Voting Securities
There are currently 50,000,000 shares of the Company's common stock
outstanding. The Company has no other securities outstanding. A total of
45,000,000 shares of the Company's common stock or 90% of the outstanding shares
of common stock approved the amendments to the Articles of Incorporation to
increase the number of authorized shares and effect a reverse stock split.
Description of Securities
The following description as a summary of the material terms of the
provisions of our Articles of Incorporation and Bylaws and is qualified in its
entirety.
Common Stock
After the amendment, we will be authorized to issue 100,000,000 shares of
common stock, par value $0.001. As of April 13, 2005, there were 50,000,000
shares of common stock issued and outstanding that are held by 340 stockholders
of record.
Each share of our common stock entitles the stockholder to one vote, either
in person or by proxy, at meetings of the stockholders. The stockholders are not
permitted to vote their shares cumulatively. Accordingly, the stockholders of a
majority of the shares of common stock voting for the election of directors can
elect all of the directors. The vote of the stockholders of a majority of the
issued and outstanding shares of common stock is sufficient to make certain
fundamental corporate changes such as liquidation, reorganization, merger or an
amendment to our Articles of Incorporation and to authorize, affirm, ratify or
consent to these acts or action, subject to the provisions of Nevada law.
Stockholders of our common stock have no pre-emptive rights. Upon our
liquidation, dissolution or winding up, the stockholders of our common stock
will be entitled to share ratably in the net assets legally available for
distribution to stockholders after the payment of all of our debts and other
liabilities. There are not any provisions in our Articles of Incorporation or
our Bylaws that would prevent or delay change in our control.
Preferred Stock
The amendment will not change the number of authorized shares of Preferred
Stock that may be issued. Our Articles of Incorporation authorize 25,000,000
shares of preferred stock, par value $0.001, to be issued. As of April 13, 2005,
there were no shares of Preferred Stock outstanding. The Board of Directors may
designate the voting powers, designations, preferences, limitations,
restrictions and relative rights of each class or series of Preferred Stock.
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Dividend Policy
Stockholders of common stock are entitled to receive ratably such
dividends, if any, as may be declared by our Board of Directors out of funds
legally available. We have not paid any dividends since our inception and
presently anticipate that all earnings, if any, will be retained for development
of our business. Any future disposition of dividends will be at the discretion
of our Board of Directors and will depend upon, among other things, our future
earnings, operating and financial condition, capital requirements, and other
factors.
Dissenters Rights
No stockholders of the Company have dissenter's rights that arise due to
the amendments to the Articles of Incorporation.
Change in Control
On March 23, 2005, the Company; Janice A. Jones, John J. Grace and their
Affiliates (J View II Limited Partnership and Bellaire Group, LLC.), Alice M.
Gluckman, William R. Willard and Rick N. Newton (collectively the "Selling
Stockholders"); and Imre Eszenyi entered into a transaction where Mr. Eszenyi
purchased 90% of the outstanding shares of the Company. Under the Share Purchase
Agreement between the Company, the Selling Stockholders and Mr. Eszenyi, Mr.
Eszenyi paid $250,000 to purchase 19,161,567 shares of common stock of the
Company from Selling Stockholders and the right to cancel the options to
purchase 2,359,679 shares of common stock. As part of the Share Purchase
Agreement, Imre Eszenyi entered into a Subscription Agreement with the Company
whereby Mr. Eszenyi purchased 25,838,433 shares of the Company for an aggregate
purchase price of $200,000. The Company will use the $200,000 proceeds to payoff
a note payable to Kingsley Capital, Inc. Further, pursuant to the Share Purchase
Agreement, Dr. Jones and her Affiliates (J View II Limited Partnership and
Bellaire Group, LLC.) and the Company entered into an Escrow Agreement, where
Dr. Jones and affiliates escrowed 1,302,322 shares of their common stock in
order to protect the Company and Mr. Eszenyi in the event they are damaged by
any misrepresentation made by the Company or the Selling Stockholders contained
in the Share Purchase Agreement or in the event the Company incurs expenses
related to any claim made against it for assets owned or liabilities incurred
prior to March 23, 2005. Prior to the transaction, Mr. Eszenyi did not own any
shares of the Company. He used his personal funds to purchase the shares.
The Company's Board of Directors currently consists of seven members
consisting of Mr. Imre Eszenyi, Mr. Charles Srebnik, Mr. David Adams, Dr. Janice
Jones, Ms. Alice M. Gluckman, Mr. William R. Willard and Mr. Rick N. Newton.
Pursuant to the Share Purchase Agreement and his ownership, Mr. Eszenyi will
have the right to appoint a majority of the Company's Board of Directors. Mr.
Eszenyi was appointed to the Board in March 2005 and Mr. Srebnik and Mr. Adams
were appointed to the Board in April 2005. It is anticipated that at the end of
April 2005, Ms. Alice M. Gluckman, Mr. William R. Willard and Mr. Rick N. Newton
will resign. Mr. Eszenyi, Mr. Srebnik, Mr. Adams and Dr. Jones will remain as
Board members. Dr. Jones will continue to be the Company's Chief Executive
Officer until the Company amends certain of its prior periodic reports filed
with the SEC writing off certain assets. Mr. Eszeny was appointed as the
Chairman and Vice-President and Mr. Adams was appointed as Secretary of the
Company in April 2005.
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Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of the date of this Report, the number
and percentage of outstanding shares of our common stock owned by (i) each
person known to us to beneficially own more than 5% of our outstanding common
stock, (ii) each director, (iii) each named executive officer, and (iv) all
executive officers and directors as a group. Share ownership is deemed to
include all shares that may be acquired through the exercise or conversion of
any other security immediately or within the next sixty days. Such shares that
may be so acquired are also deemed outstanding for purposes of calculating the
percentage of ownership for that individual or any group of which that
individual is a member. Unless otherwise indicated, the stockholders listed
possess sole voting and investment power with respect to the shares shown. The
address for each person listed, not otherwise listed, is 1124 Smith Street,
Suite 304, Charleston, WV 25301.
No. of Shares
Name Common Stock Percent
---- ------------- -------
Janice A. Jones, Ph.D. 1,302,322(1) 2.6%
William R. Willard(2) 0 *
Alice M. Gluckman(2) 0 *
Rick N. Newton(2) 0 *
Imre Eszenyi 45,000,000 90%
No. 7 Inverness Gardens
London W8 4RN
United Kingdom
Charles Srebnik 0 *
David Adams 0 *
1331 Garden Highway, Suite 300
Sacramento, CA 95833
All directors and executive 46,302,332 92.6%
officers as a group (7 persons)
* Less than 1%.
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(1) Includes 800,100 share held in trust for Dr. Jones' Children and
100,000 shares owned by Dr. Jones' husband, which Dr. Jones disclaims
beneficial ownership. Also, includes 151,321 shares owned by Bellaire Group
LLC, which in under control of Dr. Jones.
(2) These directors are resigning from the Company.
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.
Chartwell International, Inc.
April 13, 2005 By Order of the Board of Directors