UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14f-1
Under the Securities Exchange Act of 1934
SLW Enterprises Inc.
(Exact name of registrant as specified in its corporate charter)
000-32093
Commission File No.
Washington 91 2022 980
State of Incorporation (IRS Employer Identification No.)
#210, 580 Hornby Street
Vancouver, British Columbia, V6C 3B6, Canada
(Address of principal executive offices)
(604) 687-6991)
(Registrant's telephone number, including are code)
February 1, 2002
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
This Information Statement is being furnished to all holders of record at the
close of business on January 25, 2002 of the common stock, par value $.0001 per
share ("Common Stock") of SLW Enterprises Inc., a Washington corporation ("SLW"
or the "Company"), in accordance with the requirements of Section 14(f) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Securities
and Exchange Commission ("SEC") Rule 14f-1, promulgated thereunder.
NO VOTE OR OTHER ACTION BY THE COMPANY'S SHAREHOLDERS IS REQUIRED IN RESPONSE TO
THIS INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED.
INTRODUCTION
Suzanne L. Wood intends to resign as the sole member of the Board of Directors,
effective upon the appointment of one new member of the Board of Directors,
Rheal Cote (the "New Director"). Ms. Wood will not resign, and the new director
will not begin his term, until after the expiration of the ten-day period
beginning on the later of the date of the filing of this Information Statement
with the SEC or the date of mailing of this Information Statement to the holders
of Common Stock of the Company ("Common Stock").
Voting Securities of the Company
- ------------------------------------
As of January 25, 2002, the Company had 2,600,000 shares of Common Stock issued
and outstanding. Common Stock is the Company's only class of securities is
entitled to vote for directors at a shareholders meeting, if one were to be
held, and each share of Common Stock entitles its holder to one vote.
Changes in Control
- --------------------
On February 1, 2002, Suzanne L. Wood entered into a Stock Purchase Agreement
(the "Stock Purchase Agreement") with Rheal Cote (the "Purchaser"), pursuant to
which the Purchaser will acquire 1,600,000 shares of Common Stock of the Company
from Ms. Wood. The New Director will begin his term immediately after the
closing of the Stock Purchase Agreement.
Please read this Information Statement carefully. It describes certain terms of
the Stock Purchase Agreement and contains certain biographical and other
information concerning the executive officers and directors after the closing of
the transactions contemplated by the Stock Purchase Agreement. Additional
information about the transactions contemplated by the Stock Purchase Agreement
and the business of the Company will be contained in the Company's Current
Report on Form 8-K, to be filed with the SEC. All Company filings, and exhibits
thereto, may be inspected without charge at the public reference section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 or obtained on the SEC's
website at www.sec.gov.
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EXECUTIVE COMPENSATION
The following table sets forth certain information as to our highest paid
officers and directors for our fiscal year ended April 30, 2001, and the interim
period ended January 25, 2002. No other compensation was paid to any such
officer or directors other than the cash compensation and the restricted stock
award set forth below.
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SUMMARY COMPENSATION TABLE
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Annual Compensation Long-Term Compensation
------------------------- ---------------------------------
Awards Pay-Outs
------------------------ ---------
Other Securities All
Annual Restricted Under- Other
Name and Compen- Stock lying Compen-
Principal Salary Bonus sation Award(s) Options/ LTIP sation
Position Year ($) ($) ($) ($) SARs (#) Payouts ($)
- ---------------------------------------------------------------------------------------------------
SUZANNE 2002 -0- -0- -0- -0- -0- -0- -0-
L. WOOD 2001 -0- -0- -0- -0- -0- -0- -0-
Director and
President, Secretary
and Treasurer
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STOCK OPTION GRANTS
The following table sets forth information with respect to options to purchase
Common Stock granted to each of our directors and officers during our most
recent fiscal year ended April 30, 2001, and the interim period ended January
25, 2002:
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Common Shares % of Total
under Options/SARs Exercise or Base
Options/SARs Granted to Price
Granted Employees in ($/Common Share)
Name # Financial Year Expiration Date
- ---------------------------------------------------------------------------------------------------
SUZANNE -0- N/A N/A N/A
L. WOOD
Director and
President, Secretary
and Treasurer
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EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES
The following is a summary of options to purchase Common Stock exercised by our
officers, directors and employees during the financial year ended April 30,
2001, and the interim period ended January 25, 2002:
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AGGREGATED OPTION/SAR EXERCISES DURING THE LAST
FINANCIAL YEAR END AND FINANCIAL YEAR-END OPTION/SAR VALUES
- ---------------------------------------------------------------------------------------------------
Value of Unexercised
Common Shares Unexercised Options in-the-Money
Acquired on Aggregate at Financial Options/SARs at
Exercise Value Realized Year-End (#) Financial Year-End
Name (#) ($) ($)
- ---------------------------------------------------------------------------------------------------
SUZANNE -0- N/A N/A N/A
L. WOOD
Director and
President, Secretary
and Treasurer
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OUTSTANDING STOCK OPTIONS
The Company has not granted any options to purchase Common Stock and does not
have any outstanding options to purchase Common Stock. Accordingly, the
Company's officers and directors do not hold any options to purchase shares of
Common Stock.
COMPENSATION OF DIRECTORS
The Company's directors do not receive cash compensation for their services as
directors or members of committees of the Board of Directors.
PRINCIPAL SHAREHOLDERS AND HOLDINGS OF MANAGEMENT
The following table sets forth certain information concerning the number of
shares of Common Stock owned beneficially as of January 25, 2002 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) each of our directors, and (iii)
officers and directors as a group. Unless otherwise indicated, the shareholders
listed possess sole voting and investment power with respect to the shares
shown.
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Name and address Number of Shares Percentage of
Title of class of beneficial owner of Common Stock Common Stock(1)
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Common Stock Suzanne L. Wood 1,600,000 61.5%
210 - 580 Hornby Street
Vancouver, BC V6C 3B6
Common Stock Muir Woods Investment Group IBC 250,000 9.61%
PO Box 156, Hibiscus Square, Pond Street
Grand Turk, Turks & Caicos Islands, BWI
Common Stock Barcelona Investments 250,000 9.61%
PO Box 156, Hibiscus Square, Pond Street
Grand Turk, Turks & Caicos Islands, BWI
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(Table Continued)
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Name and address Number of Shares Percentage of
Title of class of beneficial owner of Common Stock Common Stock(1)
- --------------------------------------------------------------------------------------------------
Common Stock Can-Asia Capital Group 250,000 9.61%
PO Box 80, T&C Building
Providenciales, Turks & Caicos Islands, BWI
Common Stock Directors and Officers 1,600,000 61.5%
as a Group (1 Person)
<FN>
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(1) Based on a total of 2,600,000 shares of our common stock issued and outstanding as of
January 25, 2002.
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Except as otherwise noted, the Company believes that all persons have full
voting and investment power with respect to the shares indicated. Under the
rules of the SEC, a person (or group of persons) is deemed to be a "beneficial
owner" of a security if he or she, directly or indirectly, has or shares the
power to vote or to direct the voting of such security, or the power to dispose
of or to direct the disposition of such security. Accordingly, more than one
person may be deemed to be a beneficial owner of the same security. A person is
also deemed to be a beneficial owner of any security, which that person has the
right to acquire within 60 days, such as options or warrants to purchase our
common stock.
DIRECTORS AND EXECUTIVE OFFICERS
The Company anticipates that immediately after consummation of the Stock
Purchase Agreement and effective upon the appointment of a New Director, Ms.
Wood will resign as a member of the Board of Directors and as an officer of the
Company.
The following tables set forth information regarding the Company's current
executive officers and directors and the proposed executive officers and
directors of the Company.
CURRENT EXECUTIVE OFFICERS AND DIRECTORS
- --------------------------------------------------------
NAME AGE POSITION
- --------------------------------------------------------
Suzanne L. Wood 44 Director, President, Secretary and
Treasurer
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Since 1986, Ms. Wood has been the principal of Wood & Associates, financial and
corporate management, consultants providing services in corporate financing and
mergers and acquisitions. Ms. Wood is an accountant with over 20 years of
experience in the finances and corporate management of private and public
companies. After graduating from the University of British Columbia, Ms. Wood
spent several years with Revenue Canada, Taxation, primarily with its Business
Audit Division. During this period she participated in the Certified General
Accountants Program. Since leaving government services, she provides general
consulting services to companies in connection with the development of new
business ventures. She participates in efforts to raise capital for companies
by assisting in the strategic business planning and advising with respect to the
company's capital structure. Part of her services includes the performance of a
financial and strategic business audit of the company in order to assist the
company to formulate its future strategies. Ms. Wood assists with the
performance of due diligence related to potential business arrangements.
Through the network of business contacts cultivated over numerous years, she has
assisted companies with the development of worldwide marketing, promotional of
private and public companies. She is currently on the Board of Directors of a
number of private and public companies.
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PROPOSED EXECUTIVE OFFICERS AND DIRECTORS
AFTER THE RESIGNATION OFSUZANNE L. WOOD
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NAME AGE POSITION
- ----------------------------------------
Rheal Cote 66 Director, President and
Chief Executive Officer
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Age 66, Director, President, Secretary and Treasurer
Prior to his retirement in 1988, Mr. Cote was the CEO of Chateauguay Stone Inc.,
a manufacturer of precast concrete and concrete manufacturing, from 1982 to
1987. Prior to that time, from 1966 to 1982, Mr. Cote was an executive in the
automotive parts distribution business in Canada. During 1989 and 1990, he
studied Economics and History at Concordia University.
COMMITTEES
The Company does not have any standing audit, nominating, or compensation
committees of the Board, or committees performing similar functions.
MEETINGS OF THE BOARD OF DIRECTORS
The Board did not hold any meetings during the fiscal year ended April 30, 2001.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers, directors and
persons who beneficially own more than 10% of the Company's Common Stock to file
reports of ownership and changes in ownership with the SEC. These reporting
persons also are required to furnish the Company with copies of all Section
16(a) forms they file. Based solely on our review of these reports or written
representations from certain reporting persons, we believe that during the
fiscal year ended April 30, 2001 and during the current fiscal year, all filing
requirements applicable to our officers, directors, greater-than-ten-percent
beneficial owners and other persons subject to Section 16(a) of the Exchange Act
were met.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of the Company's directors or officers, nor any proposed nominee for
election as one of our directors, nor any person who beneficially owns, directly
or indirectly, shares carrying more than 10% of the voting rights attached to
our outstanding shares, nor any of our promoters, nor any relative or spouse of
any of the foregoing persons has any material interest, direct or indirect, in
any transaction, in which the amount involved exceeds $60,000, since the date of
our incorporation or in any presently proposed transaction which, in either
case, has or will materially affect us.
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LEGAL PROCEEDINGS
The Company is not aware of any legal proceedings in which any director,
officer, or any owner of record or beneficial owner of more than five percent of
any class of voting securities of the Company, or any affiliate of Purchaser, or
of any such director, officer, affiliate of the Company, or security holder, is
a party adverse to the Company or has a material interest adverse to the
Company.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Information Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: February 1, 2002 SLW ENTERPRISES INC.
By: /S/ Suzanne L. Wood
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Suzanne L. Wood
Director and President
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