Information Statement
Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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
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FREESOFTWARECLUB.COM, INC.
(Name of Registrant As Specified In Charter)
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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: Common Stock,
$0.001 par value
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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|_| 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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FREESOFTWARECLUB.COM, INC.
INFORMATION STATEMENT
(PRELIMINARY)
-------------------------
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
FREESOFTWARECLUB.COM, INC.
600 BANCROFT WAY
BERKELEY, CA 94710
May ___, 2002
GENERAL INFORMATION
This Information Statement has been filed with the Securities and Exchange
Commission and is being furnished, pursuant to Section 14C of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), to the holders (the
"Stockholders") of the common stock, par value $.001 per share (the "Common
Stock"), of FreeSoftwareClub.com, Inc., a Delaware Corporation (the "Company"),
to notify such Stockholders that on or about April 29, 2002, the Company
received written consents in lieu of a meeting of Stockholders from holders of
35,221,952 shares representing approximately 64.48% of the 54,628,452shares of
the total issued and outstanding shares of voting stock of the Company (the
"Majority Stockholders") approving the Amendment to the Restated Articles of
Incorporation of the Company (the "Amendment"), pursuant to which: (a) the
Company will change its name to "Ideas and Associates, Inc.", (b) the Company
will conduct a one-for-ten reverse stock split (the "Reverse Stock Split") and
(c) the Company will authorize 10,000,000 shares of "blank check" preferred
stock (the "Preferred Stock") (collectively the "Stockholder Matters").
On April 29, 2002, the Board of Directors of the Company approved the
Amendment, subject to Stockholder approval. The Majority Stockholders approved
the Amendment by written consent in lieu of a meeting on April 29, 2002 in
accordance with the Delaware General Corporation Act (the "Delaware Law").
Accordingly, your consent is not required and is not being solicited in
connection with the approval of the Amendments.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The Amendment to the Company's Articles of Incorporation will (a) change
the Company's name to "Ideas and Associates, Inc.", (b) effectuate a one-for-ten
reverse stock split and (c) authorize 10,000,000 shares of Preferred Stock. The
form of Amendment to the Articles of Incorporation that will be filed with the
Delaware Secretary of State is attached hereto as Exhibit A.
In order to accelerate the filing of the Amendment and to reduce the costs
of obtaining stockholder approval, our Board of Directors elected to obtain such
approval by utilizing the written consent of the holders of a majority in
interest of our Common Stock (the "Consent"). The elimination of the need for a
special meeting of stockholders to approve the Amendment is made possible by
Section 228 of the Delaware General Corporation Law (the "Delaware Law") which
provides that the written consent of the holders of outstanding shares of voting
capital stock, 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 228 of the Delaware Law, the Amendment is
required to be approved by a majority in interest of our stockholders. In
accordance with Rule 14c-2(b) under the Securities Exchange Act of 1934, as
amended, the corporate action can be taken no sooner than 20 calendar days after
this Information Statement is first mailed to the stockholders of the Company.
If the proposed actions were not adopted by written consent, it would have to be
considered by the Company's stockholders at a special stockholders' meeting
convened for the specific purpose of approving the Amendment upon the expiration
of the 20-day period set forth above.
The entire cost of furnishing this Information Statement will be borne by
the Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of the Common Stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in connection therewith.
The Board of Directors has fixed the close of business on April 29, 2002, as the
record date (the "Record Date") for the determination of Stockholders who are
entitled to receive this Information Statement.
You are being provided with this Information Statement pursuant to Section
14(c) of the Exchange Act and Regulation 14C and Schedule 14C thereunder, and,
in accordance therewith, the Amendment will not be filed with the Secretary of
State of the State of Delaware or become effective until at least 20 calendar
days after the mailing of this Information Statement.
This Information Statement is being mailed on or about May __, 2002 to all
Stockholders of record as of the Record Date.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information including annual
and quarterly reports on Form 10-KSB and 10-QSB (the "1934 Act Filings") with
the Securities and Exchange Commission (the "Commission"). Reports and other
information filed by the Company can be inspected and copiedat the public
reference facilities maintained at the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon
written request addressed to the Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a web site on the Internet (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the Commission through the Electronic Data Gathering,
Analysis and Retrieval System ("EDGAR").
The following documents as filed with the Commission by the Company are
incorporated herein by reference:
(1) Quarterly Reports on Form 10-QSB for the quarters ended June 20,
2001 and September 30, 2001; and
(2) Annual Report on Form 10-KSB for the year ended March 31, 2001.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the date of the Consent by the Majority Stockholders, April 29,
2002, the Company had 54,628,452 shares of Common Stock issued and outstanding.
Each share of outstanding Common Stock is entitled to one vote on matters
submitted for Stockholder approval.
On April 29, 2002, the holders of 35,221,952 shares (or approximately
64.48% of the 54,628,452 shares of Common Stock then outstanding) executed and
delivered to the Company a written consent approving the Amendment. Since the
Amendment has been approved by the Majority Stockholders, no proxies are being
solicited with this Information Statement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following information table sets forth certain information regarding
the Company's common stock owned on April 29, 2002 by (i) each who is known by
the Company to own beneficially more than 5% of its outstanding Common Stock,
(ii) each director and officer, and (iii) all officers and directors as a group:
Name and Address of Shares Beneficially Percentage of
Beneficial Owner Owned Voting Stock
- ----------------------------------- ------------------- -------------
Richard Miles (1)
654 Neilson Street
Berkeley, CA 94707 2,223,180 4.07%
Rene Pardo (1)
Toronto, CA 1,900,000 3.48%
Terence C. Byrne (1)(2)(3)
2050 de Bleury Street, Montreal, QC
H3A 2J5 16,982,811 31.09%
Glen Pearson (2)
2050 de Bleury Street, Montreal, QC
H3A 2J5 5,420,046 9.92%
3632563 Canada Inc.
2050 de Bleury Street, Montreal, QC
H3A 2J5 5,420,046 9.92%
Philip Nanni
2050 de Bleury Street, Montreal, QC
H3A 2J5 5,420,046 9.92%
Eric Boyd (2)
2050 de Bleury Street, Montreal, QC
H3A 2J5 -- *
John Hartley (2)
2050 de Bleury Street, Montreal, QC
H3A 2J5 1,979,003 3.62%
Dejan Nenov (1) (2)
2050 de Bleury Street, Montreal, QC
H3A 2J5 -- *
Arthur Gutch (1)(2)
2050 de Bleury Street, Montreal, QC
H3A 2J5 -- *
All Officers, Directors and 5%
Stockholders as a Group 39,345,132 72.02%
* Less than one percent.
(1) Currently an Officer of the Company.
(2) Currently a Director of the Company.
(3) Includes 16,982,811 shares owned by TT Byrne Capital Investment, Inc. of
which Terence C. Byrne is the President and principal shareholder.
(4) Includes 1,979,003 shares owned by Rockgardem, Ltd. of which John Hartley
is the President and principal shareholder.
NO RIGHTS OF APPRAISAL
Under the laws of the State of Delaware, our dissenting stockholders are
not entitled to appraisal rights with respect to our proposed Amendment to our
Certificate of Incorporation effectuating the Reverse Stock Split and the change
in the Company's name and we will not independently provide our stockholders
with any such right.
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO
CHANGE THE NAME OF THE COMPANY
AND TO
EFFECTUATE THE REVERSE STOCK SPLIT
The Company's Articles of Incorporation, as amended (the "Articles of
Incorporation") authorizes the issuance of 100,000,000 shares of Common Stock,
$.001 par value. On April 29, 2002, the Board of Directors approved an amendment
to the Articles of Incorporation to (a) change the name of the Company to "Ideas
and Associates, Inc., (b) effectuate a one-for-ten reverse stock split and (c)
authorize 10,000,000 shares of Preferred Stock. On April 29, 2002, the holders
of over a majority of the outstanding shares of Common Stock approved the
amendment by written consent.
The general purpose and effect of the Amendment to the Company's Articles
of Incorporation is to (a) change the name of the Company to "Ideas and
Associates, Inc., (b) effectuate a one-for-ten reverse stock split and (c)
authorize 10,000,000 shares of Preferred Stock
Name Change
The Board of Directors believes that it is prudent to change the Company's
name to more clearly convey a sense of the Company's new business focus, i.e.,
the development of Web sites for companies in the entertainment industry.
Reverse Stock Split
The Board of Directors also believes that it is prudent to conduct the
Reverse Stock Split as a way to make the Company's Common Stock more attractive
to investors by reducing the number of shares of Common Stock issued and
outstanding and to increase opportunities for acquisitions and equity
financings. The Reverse Stock Split will have the following effects upon the
number of shares of our Common Stock outstanding and the number of authorized
and unissued shares of our Common Stock:
o The number of shares owned by each holder of Common Stock will be
reduced by the ratio of 10 to 1;
o The number of shares of Common Stock we are authorized to issue will
remain the same;
o The par value of the Common Stock will remain $.001 per share;
o The stated capital on our balance sheet attributable to the Common Stock
will be reduced to 1/10th of its present amount, and the additional paid-in
capital account shall be credited with the amount by which the stated capital is
reduced; and
Manner of Effecting the Reverse Stock Split and Exchange Stock Certificates
The Reverse Stock Split will be effectuated by the filing of a Certificate
of Amendment to our Certificate of Incorporation with the Secretary of the State
of Delaware. The Reverse Stock Split will become effective on the date of filing
the Certificate of Amendment unless we specify otherwise (the "Effective Date").
Upon the Effective Date, each certificate representing shares of Common Stock
outstanding immediately prior to the Reverse Stock Split (the "Old Shares")
will, without any action on the part of the stockholders, be deemed to represent
one share for every ten shares owned prior to the Reverse Stock Split (the "New
Shares"); provided, however that no fractional New Shares will be issued as a
result of the Reverse Stock Split. All fractional shares will be rounded to the
next highest whole number.
As soon as practicable after the Effective Date, we will send a letter of
transmittal to all stockholders of record as of the Record Date. The letter of
transmittal will contain instructions for the surrender of the Old Shares of
each holder of record outstanding on the Effective Date. Upon proper completion
and execution of the letter of transmittal and return thereof, together with
certificates representing the Old Shares, a stockholder will be entitled to
receive a replacement certificate representing the number of New Shares into
which their Old Shares have been reduced as a result of the Reverse Stock Split.
Stockholders should not submit any certificates until requested to do so. No new
certificate will be issued to a stockholder until such stockholder has
surrendered his outstanding certificates together with the properly completed
and executed letter of transmittal. Until so surrendered, each outstanding
certificate representing the Old Shares will be deemed for all corporate
purposes after the Effective Date to evidence ownership of the New Shares in the
appropriately reduced number.
The Reverse Stock Split action by its approval alone will reduce the
number of outstanding shares of Common Stock to 5,462,845. After the
consummation of the Reverse Stock Split, a total of 5,462,845shares of Common
Stock will be outstanding.
The number of shares of capital stock authorized by the Certificate of
Incorporation will not change as a result of the Reverse Stock Split. The voting
and other rights that presently characterize the Common Stock will not be
altered by the Reverse Stock Split. The Company's Common Stock is presently
listed for trading on the Over-the-Counter Bulletin Board.
Preferred Stock
The Board of Directors believes that it is prudent to authorize 10,000,000
shares of Preferred Stock as a way to provide the Company with flexibility in
attracting and structuring future equity financings. The Preferred Stock
proposed will be "blank check" preferred stock and pursuant to the Delaware Law,
the Board of Directors will have the power, without further action by the
holders of the common stock, to designate the relative rights and preferences of
the preferred stock, and to issue the preferred stock in one or more series as
designated by the Board of Directors. The designation of rights and preferences
could include preferences as to liquidation, redemption and conversion rights,
voting rights, dividends or other preferences, any of which may be dilutive of
the interest of the holders of the common stock or the preferred stock of any
other series. The issuance of preferred stock may have the effect of delaying or
preventing a change in control of the Company without further shareholder action
and may adversely affect the rights and powers, including voting rights, of the
holders of common stock. In certain circumstances, the issuance of preferred
stock could depress the market price of the common stock. The Board of Directors
effects a designation of each series of preferred stock by filing with the
Delaware Secretary of State a Certificate of Designation defining the rights and
preferences of each such series. Documents so filed are matters of public record
and may be examined in accordance with procedures of the Delaware Secretary of
State, or copies thereof may be obtained from the Company.
FORWARD-LOOKING STATEMENTS
Certain statements included in this Information Statement regarding the
Company which are not historical facts are forward-looking statements, including
the information provided with respect to the future business operations and
anticipated agreements and projects of the Company. These forward-looking
statements are based on current expectations, estimates, assumptions and beliefs
of management; and words such as "expects," `anticipates,' "intends," "plans,"
"believes," "estimates" and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements involve risks and
uncertainties. Accordingly, actual results may differ materially from those
expressed in the forward-looking statements.
EFFECTIVE DATE OF AMENDMENTS
Pursuant to Rule 14c-2 under the Exchange Act, the filing of the Amendment
to the Articles of Incorporation with the Delaware Secretary of State or the
effective date of such filing, shall not occur until a date at least twenty (20)
days after the date on which this Information Statement has been mailed to the
Stockholders. The Company anticipates that the actions contemplated hereby will
be effected on or about the close of business on May ___, 2002.
By Order of the Board of Directors
/s/ Terence C. Byrne
-----------------------------------
Terence C. Byrne
Chief Executive Officer and Director
EXHIBITS
EXHIBITS
A Amendment to the Certificate of Incorporation of FreeSoftwareClub.com,
Inc.
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FREESOFTWARECLUB.COM, INC.
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It is hereby certified that:
1. The name of the corporation (hereby called the "Corporation") is
FREESOFTWARECLUB.COM, INC.
2. The Certificate of Incorporation of the Corporation is hereby amended
by replacing Article "FIRST" with the following:
"FIRST: The name of the corporation (hereby called the
"Corporation") is IDEAS AND ASSOCIATES, INC."
2. The Certificate of Incorporation of the Corporation is hereby amended
by replacing Article "Second" with the following:
"SECOND: The total number of shares which the corporation shall have
authority to issue is One Hundred Ten Million (110,000,000) shares,
having a par value of $.001 per share, as follows:
Common. The aggregate number of common shares which this Corporation
shall have authority to issue is 100,000,000 shares of Common Stock,
having a par value of $.0001 per share.
Preferred. The Corporation shall be authorized to issue 10,000,000
shares of Preferred Stock having a par value of $.001 per share and with
such rights, preferences and designations determined by a resolution of
the board of directors.
The Company at Closing will be authorized to issue up to 10,000,000
shares of $.001 par value Preferred Stock. Under the Company's Articles of
Incorporation, the Board of Directors will have the power, without further
action by the holders of the common stock, to designate the relative
rights and preferences of the preferred stock, and to issue the preferred
stock in one or more series as designated by the Board of Directors. The
designation of rights and preferences could include preferences as to
liquidation, redemption and conversion rights, voting
rights, dividends or other preferences, any of which may be dilutive of
the interest of the holders of the common stock or the preferred stock of
any other series. The issuance of preferred stock may have the effect of
delaying or preventing a change in control of the Company without further
shareholder action and may adversely affect the rights and powers,
including voting rights, of the holders of common stock. In certain
circumstances, the issuance of preferred stock could depress the market
price of the common stock. The Board of Directors effects a designation of
each series of preferred stock by filing with the Delaware Secretary of
State a Certificate of Designation defining the rights and preferences of
each such series. Documents so filed are matters of public record and may
be examined in accordance with procedures of the Delaware Secretary of
State, or copies thereof may be obtained from the Company."
4. The Certificate of Incorporation of the Corporation is hereby amended
by adding the following new paragraph to Article "FOURTH":
"FOURTH: That, effective as of 5 p.m., eastern time, on the filing date of
this Certificate of Amendment of this Certificate of Incorporation (the
"Effective Time"), a one-for-ten reverse stock split of the Corporation's
common stock shall become effective, pursuant to which each ten shares of
common stock outstanding and held of record by each stockholder of the
Corporation (including treasury shares) immediately prior to the Effective
Time shall be reclassified and combined into one share of common stock
automatically and without any action by the holder thereof upon the
Effective Time and shall represent one share of common stock from and
after the Effective Time. No factional shares shall be issued as a result
of such reclassification and combination and all fractional shares shall
be rounded to the next highest whole number."
4. This amendment of the Certificate of Incorporation herein certified has
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its President and attested by its Secretary this ___ day of May, 2002.
FreeSoftwareClub.com, Inc.
By: ______________________________
Name: Terence C. Byrne
Title: Chief Executive Officer
Attest:
By: ______________________________