SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
SCHEDULE 14(c) INFORMATION
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
ENG Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Payment of Filing Fee
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rule 14c-
5(g) and 0-11
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously
NOTICE AND INFORMATION STATEMENT DATED JULY 28, 2000
TO THE STOCKHOLDERS OF ENG ENTERPRISES, INC.:
In accordance with the provisions of Section 228 of the Delaware
General Corporation Law ("DGCL"), notice is hereby given that USA
Global Link, Inc. ("USAGL") as the holder of 15,750,000 shares
(94.5%) of the issued and outstanding common stock of ENG
Enterprises, Inc., a Delaware corporation (the "Company"), having
not less than the minimum number of votes that would be necessary
to authorize or take such action, as described below has, by
written consent without a meeting and without a vote, on July 14,
2000, (the "Written Consent"), in lieu of any meeting taken the
following shareholder action:
To change the name of the Company to "Global Online India, Inc.".
This action of changing the name to Global Online India, Inc.,
becomes effective on or after August 16, 2000 concurrent with the
filing with the Delaware Secretary of State.
Only holders of record of the Company stock at the close of
business on July 14, 2000, are entitled to receive notice of the
informal action by the shareholders in accordance with Section
228 of the DGCL. This Information Statement is being sent on or
about July 28, 2000 to such holders of record. No response is
being requested from you and you are requested not to respond to
this Information Statement. In accordance with Section 228 of
the DGCL, this Notice and Information Statement is notice of the
taking of the corporate action without a meeting by less than
unanimous written consent to those shareholders who have not
consented in writing.
We are not asking you for a proxy, and you are requested not to
send us a proxy.
Company:
ENG Enterprises, Inc.
50 North Third Street
Fairfield, Iowa 52556
Tel. 515-472-1550
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ENG ENTERPRISES, INC.
INFORMATION STATEMENT FOR SHAREHOLDERS
The Name Change
Pursuant to Section 228 of the DGCL, as a majority shareholder of
the Company, USA Global Link, Inc., has voted by written consent
in favor of the change of the name of the Company to "Global
Online India, Inc."
The purpose of the change of the Company's name is to better
reflect its business. The Company's current business as a result
of the recent acquisition of GOL India.com, Inc. by issuance of
shares of the Company and other changes described below, is to
provide Internet-related ISP and e-commerce services in India and
to Indian expatriates around the world. After the name change,
the Company will be known as "Global Online India, Inc.".
No Solicitation of Votes
Under Section 228 of the DGCL, in lieu of a meeting, shareholder
action may be taken by written consent of a majority of the
outstanding shares necessary to authorize the transaction. USA
Global Link, Inc. owns 15,750,000 shares of common stock of the
Company, which represents approximately 94.5% of the total number
of outstanding shares of the Company eligible to vote.
Therefore, other than USA Global Link's vote, no vote of any
other shareholder of the Company is required to authorize to
change the name.
The Board of Directors of the Company and a majority of the
shareholders approved the change of the name at a meeting on July
14, 2000. USA Global Link, Inc. is not required to solicit and is
not soliciting votes or consents from any of the Company's other
shareholders.
Recent Transactions
Organization and Corporate History
The Company, founded as Energetics, Inc., was incorporated in the
state of Delaware on August 2, 1982. From inception to January
1, 1995, the Company was engaged in the business of exploration,
development and production of oil and natural gas. The Company
discontinued operations of its remaining assets and its three
subsidiaries leaving the Company with the debt reflected in the
Company's balance sheet and has since remained inactive. The
Company is considered to have been in the development stage since
January 1, 1995.
In July 1999, Jordan Smith, the sole remaining director of the
Company, appointed John Chymboryk to serve as director and
President of the Company. Mr. Smith subsequently resigned. Since
July, Mr. Chymboryk has been actively involved in moving the
Company forward. In connection with his activities, Mr. Chymboryk
reviewed the historical documents of the Company and determined
that certain actions were necessary to position the Company to
seek out business opportunities.
In September 1999, the Company entered into an Interim Funding
Agreement with Milagro Holdings, Inc., a Delaware corporation
("Milagro"), in which Milagro agreed to advance funds to the
Company, up to a total of $75,000, in exchange for equity
securities. At December 31, 1999, the Company had received
approximately $60,000 under this agreement. Mr. Chymboryk
determined that the Company's Delaware corporate charter had been
revoked, and was able to reinstate the Company in early November
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1999. However, in the interim, another Delaware corporation had
taken the name Energetics, Inc., and Mr. Chymboryk procured the
reinstatement under the current name, ENG Enterprises, Inc.
In addition, the Company's CUSIP number was changed from
292929106 to 268741105, its symbol on the OTCBB was changed form
EJTX to ENEI, it was assigned a new Employer Identification
Number by the IRS, and it changed stock transfer agent from AST
in Colorado to Interwest Transfer Company in Salt Lake City,
Utah. Concurrent with these changes, Mr. Chymboryk was able to
bring the financial information of the Company current, and
engaged counsel to file the Company's periodic reports with the
Securities and Exchange Commission so that the Company was
current in its filings. In addition, Mr. Chymboryk was
instrumental in negotiating settlements for approximately $2.3
million in outstanding notes and debt obligations of the Company,
and obtaining conversion agreements for most of the Company's
outstanding Preferred Stock.
GOL India Acquisition
On June 12, 2000, the Company entered into an Agreement and Plan
of Reorganization (the "Agreement") with GOL India.com, Inc.
("GOL India") to purchase 100% ownership of GOL India in exchange
for Common Stock of the Company. GOL India, a Delaware
corporation, is part of the Global Online.com strategy of USA
Global Link to build an international e-commerce meta-hub, and
was established to provide e-commerce services and e-business
solutions to consumers and businesses in India and around the
world through its wholly-owned subsidiary GOL India Portal
Private Limited ("GOL India Portal"), a New Delhi-based Indian
company, and Internet access and web hosting services to
residential and business customers through a 49% ownership in GOL
India Internet Service Provider Private Limited ("GOL India
ISP"), a New Delhi-based Indian company incorporated on March 12,
1998. Subject to approval by the Government of India, the
transfer of this 49% interest in GOL ISP from another wholly
owned subsidiary by GOL India's parent company, USA Global Link,
Inc., is expected within 30 days.
GOL India Portal operates the Indian web site "www.GOLIndia.com",
an e-commerce meta-hub providing online services to the Indian
expatriate population around the world in the following
categories: news, chat, Bollywood, e-greetings, tickets, sports,
stocks, auctions, classifieds, yellow and white pages, and jobs.
GOL India ISP received on June 7, 1999 a "Category A" national
ISP license issued by the Government of India. GOL India ISP also
signed on October 24, 1999 a memorandum of understanding with
Uttar Pradesh Development Systems Corporation Limited (UPDESCO),
an Uttar Pradesh government undertaking, to provide Internet
access, web hosting and other Internet-related services to the
state government of Uttar Pradesh.
Reference is hereby made to Form 8-K filed July 17, 2000 with the
Securities and Exchange Commission, which includes: Exhibit 1, a
copy of the Agreement; Exhibit 2, a copy of the press release
announcing the acquisition; and a reference to financial
statements and pro forma financial information.
The terms of the Agreement include the following:
(A) the Company has acquired 100% of the issued and outstanding
Common Stock of GOL India, making GOL India a wholly owned
subsidiary of the Company. The number of issued and outstanding
Common Stock of GOL India is 1,000,000 with a par value of $0.001
per share; and
(B) in consideration for the acquisition of the above shares,
USA Global Link, Inc., a Delaware corporation and 100% majority
shareholder of GOL India, has been issued 15,750,000 pre-dividend
(47,250,000 post-dividend shares) restricted Common Stock of the
Company, representing 94.5% of the outstanding Common Stock of
the Company.
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Board of Directors
As part of the transaction, the former Board of Directors of the
Company has resigned and a new Board of Directors has been
appointed. The new Board of Directors consists of: Christopher W.
Hartnett, Larry Chroman, Lee Fergusson, David Morgan, Marc
Freeman and Prakash Srivastava.
The biographies of the new directors are as follows:
Christopher W. Hartnett, Ph.D. has been the Chairman of GOL
India.com since April 2000, and is the founder and Chairman of
Global Online, Inc. and USA Global Link, Inc. Mr. Hartnett has
been the Chairman of the Board of Directors of USA Global Link
and its predecessor since it was founded in 1992. Mr. Hartnett
founded International Gemstone Corporation and International
Gemstone Partners, one of the first limited partnerships for
investment-grade gemstones, and was active in the investment
gemstone industry from 1979 through 1994. From 1983 to 1990,
Mr. Hartnett was a member of the Chicago Mercantile Exchange.
Mr. Hartnett specialized in international currency arbitrage
and futures on the S&P 500 Index. Mr. Hartnett was a founding
member of the International Resale Council of the
Telecommunications Resellers Association, which is responsible
for developing and enforcing sound and ethical business
practices in the international telecommunications industry. In
1997 Mr. Hartnett was chosen to represent the United States
government as a member of the United States delegation to the
International Telecommunication Union in Geneva, Switzerland.
In 1996 he received the Entrepreneur of the Year Award
sponsored by Ernst & Young, USA Today, and the NASDAQ Stock
Market.
Larry Chroman has been the International President of GOL
India.com since April 2000, International President of USA
Global Link since November 1997, and President of USA Global
Link and its predecessor from June 1995 until November 1997.
From 1992 to 1995, Mr. Chroman was Vice President/Investments
at Surya Financial, Inc. and managing partner at Zimmerman
Capital Group, private investment banks. Mr. Chroman was
responsible for the consummation of a wide range of investment
transactions involving stock, bond and real estate investments
focusing on start-up technology companies.
Lee Fergusson, Ph.D. has been President and Chief Operating
Officer of GOL India.com since April 2000 and USA Global Link
since March 1999. Prior to assuming his present position, Mr.
Fergusson was Vice President of International Business
Development. Before joining USA Global Link in 1996 he
specialized in business and administrative process
reengineering and object-oriented analysis and design for
Object Discovery Corporation, Inc. He has served as a
consultant and advisor to private organizations in Australia,
Cambodia, Indonesia, the Philippines and Thailand. Mr.
Fergusson was a Director of the European Competitive
Telecommunications Association (ECTA) and Chairman of its
Internet Committee from 1998 to 1999.
David Morgan has been a Director of GOL India.com since April
2000 and USA Global Link since February 1999. From 1997 until
his retirement in May of 1998, Mr. Morgan held the position of
Chairman of M&G Group, PLC, a leading London-based investment
company. From 1994 to 1997, he held the position of Managing
Director of M&G Group, PLC. From 1990 to 1994 Mr. Morgan
served as Managing Director of M&G Limited. During this time,
he was appointed to the Board of Directors of M&G Group, PLC.
Between 1988 and 1990, he was Director in charge of Pension
Fund Investments for M&G Group, PLC.
Marc Freeman has been President of Special Operations, Office
of the Chairman of USA Global Link since March 2000 prior to
which he was Vice President of Sales from January 1998. Before
joining USA Global Link, Mr. Freeman was President of
Polardreams International, an international import and
manufacturing company. From 1984 to 1992, he was President of
Tarsha International, an
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international consumer products company. From 1973-1984, Mr.
Freeman was with Coffee Imports International, an
international trading firm, holding positions ranging from
sales manager to Vice President International Sales.
Prakash Srivastava is the Chairman of GOL India Internet
Service Provider Private Limited ("GOL India ISP"), a New
Delhi-based Internet Service Provider and the holder of a
Category "A" national ISP license. As provided in the terms of
the Acquisition, upon a modification of Indian ownership
restrictions, GOL India.com, Inc. will have the right to
receive the 51% interest in GOL India ISP from an entity
controlled by Mr. Srivastava. Upon consummation of such
transaction, the entity which Mr. Srivastava controls will
succeed to the ownership of approximately 51% of the shares of
the Company which are issued as the consideration for the
acquisition by the Company of all of the issued and
outstanding shares of GOL India.com. Mr. Srivastava resides in
New Delhi, India.
Officers
As part of the transaction, the new Board of Directors
appointed the following executive officers of the Company:
Christopher W. Hartnett, Chairman; Prakash Srivastava, Vice
Chairman; Anthony Santelli, Chief Executive Officer; Larry
Chroman, International President; and Lee Fergusson, President
and Chief Operating Officer.
The biographies of the officers, not included above, are as
follows:
Anthony (Tony) Santelli has been Chief Executive Officer of
GOL India.com since May 2000, and Executive Vice Chairman of
Global Online since August 1999. From 1997 to 1999, Mr.
Santelli was General Manager, Printing Systems Company for
IBM, responsible for the worldwide P&L of the $2.0 billion
integrated division. Mr. Santelli was directly responsible
for hardware and software development, marketing, direct and
channel sales, manufacturing, service, supplies and
professional services, and he restructured the business from a
"cash cow" business to a growth business that delivers e-
business solutions to the new growth market segments. From
1995 until 1997, Mr. Santelli held the position of General
Manager, Product & Brand Management, IBM Personal Computer
Company, with responsibility for worldwide product
development, marketing and brand management for the ThinkPad
mobile products, IBM's commercial desktop systems and the
after-market business of features and options. In this
position he was accountable for worldwide market share,
customer satisfaction and the P&L performance of these brands
representing $10 billion revenue. Mr. Santelli has attended
Syracuse University, New York University, the International
Executive Management School, Northwestern University,
Bergenstock, Switzerland, and received his BS in Electrical
Engineering from Manhattan College.
Stock Dividend
The new Board of Directors of the Company approved a two
hundred percent (200%) Common Stock dividend on July 14, 2000.
The stock dividend has been approved on a pro-rata basis to
all existing shareholders of the Company as of July 28, 2000
through the issuance of two (2) shares of Common Stock for
each outstanding common share of the Company. This two hundred
percent Common Stock dividend will result in the total number
of outstanding shares of Common Stock in the Company being
50,004,275.
More Information
This Information Statement is provided for information purposes
only. We are not soliciting proxies in connection with the items
described herein. You are not required to respond to this Notice.
The accompanying Information Statement is for information
purposes only. Please read the accompanying information statement
carefully.
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The Company files annual, quarterly and special reports and proxy
statements and other information with the Securities and Exchange
Commission (SEC). You may read and copy any reports, statements
or other information the Company files at the SEC's public
reference room at 450 Fifth Street N.W., Washington, D.C. 20549,
or on the Securities and Exchange Commission's web site,
http://www.sec.gov.
You may call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. You may also obtain copies of the
filings the Company has made with the SEC directly from the
Company by requesting them in writing or by telephone at the
following:
Company:
ENG Enterprises, Inc.
50 North Third Street
Fairfield, Iowa 52556
Tel. 515-472-1550
Payment of Expenses
The payment of expenses related to the preparation and filing of
this Information Statement has been made by USA Global Link.
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