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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MILLIONAIRE.COM
(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:
10,997,237.
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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:
MILLIONAIRE.COM
INFORMATION STATEMENT
ACTION OF A MAJORITY IN INTEREST
OF STOCKHOLDERS
________________________
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY
NOTICE IS HEREBY GIVEN TO ALL STOCKHOLDERS THAT AN ACTION OF
A MAJORITY IN INTEREST OF STOCKHOLDERS (THE "ACTION") OF
MILLIONAIRE.COM (THE "COMPANY") WILL BE TAKEN AS SOON AS PRACTICAL
AFTER MARCH 15, 2002.
1) To amend the Company's Certificate of Incorporation to
change the name of the Company from "MILLIONAIRE.COM" to
"PARAMOUNT HOLDING CORP";
STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON FEBRUARY
28, 2002 SHALL BE ENTITLED TO RECEIPT OF THIS INFORMATION.
BY THE ORDER OF THE BOARD OF DIRECTORS
/S/ WARREN GUY, PRESIDENT
March 18, 2002
MILLIONAIRE.COM
18 PLANTATION PARK DRIVE
BLUFFTON, SC 29910
INFORMATION STATEMENT FOR STOCKHOLDERS
The Board of Directors of Millionaire.com, a Nevada
corporation (the "Company") is furnishing this INFORMATION
STATEMENT to stockholders in connection with an Action of Majority
in Interest of Stockholders of the Company to advise you of a
certain action that will be taken as soon as practical after
February 28, 2002, related to a transaction approved by the Board
of Directors as described herein.
Specifically, the action to be taken is a change in the name
of the Company to "Paramount Holding Corp".
This Information Statement is first being mailed to
stockholders on or about March 18, 2002. We are not asking you
for a proxy and you are requested not to send us a proxy.
GENERAL INFORMATION
This Information Statement is being furnished to the
stockholders of Millionaire.com, a Nevada corporation (the
"Company"), to advise you of actions which have already been
approved by a majority in interest of the stockholders of the
Company.
The approved action (the "Action") changes the name of the
Company to Paramount Holding Corp. This action does not create
any dissenting shareholder rights under applicable state law.
QUESTIONS AND ANSWERS
Q: What am I being asked to approve?
A: You are not being asked to approve anything. This Information
Statement is being provided to you solely for your
information. Stockholders holding a majority in interest of
the outstanding voting common stock of the Company have
already agreed to approve:
o a change in the name of the Company to "Paramount
Holding Corp"
OUTSTANDING SHARES AND VOTING RIGHTS
At December 31, 2001, the Company had 10,977,237 shares of Common
Stock outstanding.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding
ownership of Millionaire.com's common stock as of April 16, 2001
by:
(i) each person known to us to own beneficially more than 5% of
our outstanding common stock;
(ii) each director of Millionaire.com;
(iii)each executive officer named in the summary compensation
table; and
(iv) all directors and executive officers of Millionaire.com as a
group.
Share ownership is based on 10,977,237 shares of common stock
outstanding on December 31, 2001. Unless otherwise noted, the
address of each shareholder is c/o Millionaire.com,
18 Plantation Park Drive, Bluffton, SC 29910.
Percent of Shares
Beneficially
Name and Address of Beneficial Owner Number of Shares Owned
W. Kenneth Costanzo 112,000 1%
112 Meilland Drive
Greer, SC 29650
Lynn Dixon 877,357 8%
311 S. State Street
Salt Lake City, UT 84111
Douglas Lambert and Jenny Lambert 470,000 5.2%
1924 Bayhill Drive
Las Vegas, NV 89117
Lancer Offshore Inc. (1) 1,250,000 4.3%
375 Park Avenue, Suite 2006
New York, NY 10152
Frank Osborne 160,000 1.5%
1 Stillwater Lane
Bluffton, SC 29910
David Strong 160,000 1.5%
30 Wimbledon Court ~ 9A
Hilton Head Island, SC 29920
Percent of Shares
Beneficially
Name and Address of Beneficial Owner Number of Shares Owned
Trinity American Corp. 696,269 6.3%
800 Kings Highway, N. Suite 500
Cherry Hill, NJ 08034
Robert L. White 1,766,000(2) 16.1%
18 Plantation Park Drive
Bluffton, SC 29910
All Directors and Executive
Officers as a Group 433,000(3) 3.9%
(1) The 1175,000 shares of our common stock owned by Lancer
Voyager Fund had been transferred to Lancer Offshore, Inc.,
A BVI company, whose investment manager is Lancer Manager Group,
LLC. The Managing Member of Lancer Offshore, Inc. is Michael
Lauer. Lancer Offshore, Inc. has been advised of its 13-D
obligations under the Securities and Exchange Act of 1934.
(2) Includes 160,000 shares issuable upon exercise of currently
exercisable options by Mr. White's wife.
(3) Includes shares issuable upon exercise of options
referenced in note (iv) above.
ACTIONS TO BE TAKEN
A. THE NAME CHANGE
The proposed change of the Company's name to "Paramount
Holding Corp" was suggested by management because the Company no
longer publishes its magazine under the name "Millionaire" .
Approval of the name change requires the affirmative
consent of at least a majority of the outstanding shares of Common
Stock of the Company. Stockholders holding a total of 6,153,616
shares of Common Stock (56%) have already agreed to give such
consent to such action. The name change will become effective on
the Effective Date.
RECORD DATE
The close of business March 15, 2002, has been fixed as the
record date for the determination of stockholders entitled to
receive this Information Statement.
EXPENSES OF INFORMATION STATEMENT
The expenses of mailing this Information Statement will be
borne by the Company, including expenses in connection with the
preparation and mailing of this Information Statement and all
documents that now accompany or may hereafter supplement it. It is
contemplated that brokerage houses, custodians, nominees, and
fiduciaries will be requested to forward the Information Statement
to the beneficial owners of the Common Stock held of record, on
the Record Date, by such persons and that the Company will
reimburse them for their reasonable expenses incurred in
connection therewith.
NO RIGHTS OF APPRAISAL
Under the laws of the State of Nevada, our dissenting
stockholders are not entitled to appraisal rights with respect to
our proposed Amendment to our Certificate of Incorporation
effectuating the change in the Company's name, and we will not
independently provide our stockholders with any such right.
INDEMNIFICATION
Our Certificate of Incorporation and our By-laws limit the
liability of directors and officers to the maximum extent
permitted by the General Corporate Law of Delaware. We carry no
director or officer liability insurance. The Company has been
advised that it is the position of the SEC that insofar as the
foregoing provisions may be invoked to disclaim liability for
damages arising under the Securities Act, that such provisions are
against public policy as expressed in the Securities Act and are
therefore unenforceable.
EXHIBITS
EXHIBITS:
A. Amendment to the Certificate of Incorporation of
millionaire.com name change to Paramount Holding Co
EXHIBIT A
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
MILLIONAIRE.COM
Pursuant to the applicable provisions of the Nevada
Business Corporations Act, Millionaire.com (the
"Corporation") adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: THE PRESENT NAME OF THE Corporation is
Millionaire.com
SECOND: The following amendments to its Articles of
Incorporation were adopted by the Board of Directors and
by majority consent of shareholders of the Corporation
in the manner prescribed by applicable law.
(1) The Article entitled ARTICLE I - NAME, is amended
to read as follows:
ARTICLE I - NAME
The name of the corporation shall be: Paramount Holding
Corp
THIRD: The number of shares of the Corporation
outstanding and entitled to vote at the time of the
adoption of said amendment was 10,977,237.
FOURTH: The number of shares voted was 6,153,616
(56%) and no shares were voted against such amendment.
DATED this day of 2002.
By:
Warren Guy, President
VERIFICATION
STATE OF SOUTH CAROLINA )
: ss.
COUNTY OF BEAUFORT )
The undersigned being first duly sworn, deposes and
states: that the undersigned is the President of
Millionaire.com, that the undersigned has read the
Certificate of Amendment and knows the contents thereof
and that the same contains a truthful statement of the
Amendment duly adopted by the board of directors and
stockholders of the Corporation.
Warren Guy
STATE OF SOUTH CAROLINA )
:ss.
COUNTY OF BEAUFORT )
Before me the undersigned Notary Republic in and
for the said County and State, personally appeared the
President of Millionaire.com, a Nevada Corporation, and
signed the foregoing Articles of Amendment as his own
free and voluntary acts and deeds pursuant to a
corporate resolution for the uses and purposes set
forth.
IN WITNESS WHEREOF, I have set my hand and my seal
this 28 day of February, 2002.
NOTARY REPUBLIC