SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
/ / Preliminary Information Statement
/X / Definitive Information Statement
DIAMOND INTERNATIONAL GROUP, INC.
(Name of Registrant As Specified In Charter)
Not Applicable
(Name of Person(s) Filing the Information Statement if other than Registrant)
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, par value $0.001 per share
2) Aggregate number of securities to which transaction applies:
28,805,071 shares of Common Stock
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
/__/ 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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DIAMOND INTERNATIONAL GROUP, INC.
6 Commercial Street
Hicksville, New York 11801
(516)433-3800
Notice of Written Consent of Stockholders
May 5, 2003
Stockholders of DIAMOND INTERNATIONAL GROUP, INC.:
This Information Statement is circulated to advise the stockholders of
action already approved by written consent of the stockholders who collectively
hold a majority of the voting power of our capital stock. Pursuant to Rule 14c-2
under the Securities Exchange Act of 1934, as amended, the proposals will not be
effective until 20 days after the date this Information Statement is mailed to
the stockholders. Therefore, this Information Statement is being sent to you for
informational purposes only.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
The actions to be effective twenty days after the mailing of this
Information Statement are as follows:
1. effect a 1-for-5 reverse stock split (pro-rata reduction of
outstanding shares) of our issued and outstanding shares of
Common Stock. There will not be a reduction in authorized
shares.
Attached hereto for your review is an Information Statement relating to the
above-described actions.
By Order of the Board of Directors,
/s/ Richard Levinson
Richard Levinson, Director
May 5, 2003
Hicksville, New York
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DIAMOND INTERNATIONAL GROUP, INC.
INFORMATION STATEMENT
This Information Statement, which is being mailed to stockholders on or about
May 5, 2003, is furnished in accordance with the requirements of Regulation 14C
promulgated under the Securities Exchange Act of 1934, as amended, by the
management of Diamond International Group, Inc. (the "Company"). Diamond
International Group, Inc., a Delaware corporation, for use in connection with
certain actions to be taken by the written consent by the holders of the
majority of the outstanding voting capital stock of the Company. The actions to
be taken pursuant to the written consent shall be effective on or about May
25, 2003, twenty days after the mailing of this Information Statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS
AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER
ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
NOTICE IS HEREBY GIVEN that the following action will be taken pursuant
to the written consent of the holders of the majority of the outstanding voting
capital stock of the Company in lieu of a special meeting of the stockholders.
The following action will be effective on or about May 25, 2003:
1. effect a 1-for-5 reverse stock split (pro-rata reduction of
outstanding shares) of our issued and outstanding shares of
Common Stock. There will not be a reduction in authorized
shares.
THE APPROXIMATE DATE OF MAILING OF
THIS INFORMATION STATEMENT IS MAY 5, 2003
Stockholders of record at the close of business on May 5, 2003
(the "Record Date") are entitled to notice of the action to be effective on or
about May 25, 2003. As of the Record Date, our authorized capitalization
consisted of 100,000,000 shares of common stock, par value $0.001 per share (the
"Common Stock"), of which 28,805,071 were issued and outstanding. Each share of
our common stock entitles its holder to one vote on each matter submitted to the
stockholders. However, because the stockholders holding at least a majority of
the voting rights of all outstanding shares of capital stock as of the Record
Date have voted in favor of the foregoing actions by resolution; and having
sufficient voting power to approve such proposals through their ownership of the
capital stock, no other consents will be solicited in connection with this
Information Statement.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the actions will not be effective until 20 days after the date of this
Information Statement is mailed to the stockholders. We anticipate that the
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actions contemplated by this Information Statement will be effected on or about
the close of business on May 25, 2003.
This Information Statement will serve as written notice to stockholders
pursuant to the Delaware General Corporation Law.
Our stockholders are not entitled to appraisal rights under the Delaware
General Corporation Law in connection with the reverse stock split or the
transfer of all assets and liabilities.
CURRENT INFORMATION REGARDING THE COMPANY
The following is a description of the current operations of the Company.
ABOUT OUR COMPANY
The Company, through its wholly owned subsidiary, Hyaid, is
headquartered in Hicksville, New York, and maintains all business functions in
the New York area. Primary corporate functions include business support,
financial control, technology, production and technical support. Its wholly
owned subsidiary, Hyaid has been a leader in providing order processing services
to the Direct Marketing Industry for over 30 years. It is continually modifying
and enhancing its existing systems, as well as developing new systems, to meet
the ever-changing requirements of new and unique marketing concepts.
HOW WE ARE ORGANIZED
We were incorporated in Delaware on November 5, 1998. We are authorized
to issue one class of capital stock, which is common stock. Our total authorized
common stock is 100,000,000 shares, $0.001 par value and we currently have
28,805,071 common shares outstanding.
MARKET FOR COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
Our common stock is trading on the OTC Bulletin Board under the symbol
"DMDI". Inclusion on the OTC Bulletin Board permits price quotation for our
shares to be published by such service.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company (the "Board") believes that
the stockholders of the Company will benefit from the acquisition of additional
businesses in the Company's industry which will create a more liquid public
market for its common stock. In order to facilitate such transaction, the Board
has determined that the capitalization structure of the Company should be
simplified. No assurances can be given that such acquisitions will be achieved.
Accordingly, it was the Board's opinion that the restructuring
transactions described above would better position the Company to attract
potential business candidates and provide the stockholders of the Company with
the greatest potential return. The Board approved the above actions on April 21,
2003 and stockholders holding a voting majority of the outstanding voting
capital stock of the Company approved the above actions on April 21, 2003.
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ACTIONS TO BE TAKEN
This Information Statement contains a brief summary of the material
aspects of the actions approved by the Board and the holders of the majority of
the outstanding voting capital stock of the Company.
DECREASE THE NUMBER OF ISSUED AND OUTSTANDING
SHARES OF OUR COMMON STOCK
GENERAL
The Board approved resolutions to effect a one-for-five reverse stock
split. Under this reverse stock split each five shares of our Common Stock will
be converted automatically into one share of Common Stock. To avoid the issuance
of fractional shares of Common Stock, the Company will issue an additional share
to all holders of a fractional share .50 or greater and no additional shares
shall be issued to a holder of a fractional share less than .50 and the
fractional shares shall be issued. The effective date of the reverse stock split
will be May 25, 2003.
PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR
PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE
ISSUANCE OR CANCELLATION OF SHARES PURSUANT TO THE FRACTIONAL SHARES.
PURPOSE AND MATERIAL EFFECTS OF THE REVERSE STOCK SPLIT
The Board of Directors believes that, among other reasons, the number
of outstanding shares of our Common Stock have contributed to a lack of investor
interest in the Company and has made it difficult to attract new investors and
potential business candidates. The Board of Directors had proposed the Reverse
Stock Split as one method to attract business opportunities in the Company.
When a company engages in a reverse stock split, it substitutes one
share of stock for a predetermined amount of shares of stock. It does not
increase the market capitalization of the company. An example of a reverse split
is the following. For example, a company has 10,000,000 shares of common stock
outstanding. Assume the market price is $.01 per share. Assume that that company
declares a 1 for 5 reverse stock split. After the reverse split, that company
will have 1/5 as many shares outstanding or 2,000,000 shares outstanding. The
stock will have a market price of $0.05. If an individual investor owned 10,000
shares of that company before the split at $.01 per share, he will own 2,000
share at $.05 after the split. In either case, his stock will be worth $100.
He's no better off before or after. Except that such company hopes that the
higher stock price will make that company look better and thus the company will
be a more attractive merger target for potential business. There is no assurance
that that company's stock will rise in price after a reverse split or that a
suitable merger candidate will emerge.
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We believe that the Reverse Stock Split may improve the price level of
our Common Stock and that the higher share price could help generate interest in
the Company among investors and other business opportunities. However, the
effect of the reverse split upon the market price for our Common Stock cannot be
predicted, and the history of similar stock split combinations for companies in
like circumstances is varied. There can be no assurance that the market price
per share of our Common Stock after the reverse split will rise in proportion to
the reduction in the number of shares of Common Stock outstanding resulting from
the reverse split. The market price of our Common Stock may also be based on our
performance and other factors, some of which may be unrelated to the number of
shares outstanding.
The reverse split will affect all of our stockholders uniformly and
will not affect any stockholder's percentage ownership interests in the Company
or proportionate voting power, except to the extent that the reverse split
results in any of our stockholders owning a fractional share. In lieu of issuing
fractional shares, stockholders will be issued to all holders of a fractional
share .50 or greater and no additional shares shall be issued to a holder of a
fractional share less than .50 and the fractional share will be cancelled.
The principal effect of the reverse split will be that the number of
shares of Common Stock issued and outstanding will be reduced from
28,805,071 shares as of April 21, 2003 to approximately 5,761,014 shares
(depending on the number of fractional shares that are issued or cancelled). The
number of authorized shares of Common Stock will not be affected.
The reverse split will not affect the par value of our Common Stock. As
a result, on the effective date of the reverse split, the stated capital on our
balance sheet attributable to our Common Stock will be reduced to up to
one-fifth of its present amount, and the additional paid-in capital account
shall be credited with the amount by which the stated capital is reduced. The
per share net income or loss and net book value of our Common Stock will be
increased because there will be fewer shares of our Common Stock outstanding.
The reverse split will not change the proportionate equity interests of
our stockholders, nor will the respective voting rights and other rights of
stockholders be altered, except for possible immaterial changes due to the
cancellation of fractional shares. The Common Stock issued pursuant to the
reverse split will remain fully paid and non-assessable. The reverse split is
not intended as, and will not have the effect of, a "going private transaction"
covered by Rule 13e-3 under the Securities Exchange Act of 1934. We will
continue to be subject to the periodic reporting requirements of the Securities
Exchange Act of 1934.
Stockholders should recognize that they will own a fewer number of
shares than they presently own (a number equal to the number of shares owned
immediately prior to the filing of the certificate of amendment divided by
five). While we expect that the reverse split will result in an increase in the
potential market price of our Common Stock, there can be no assurance that the
reverse split will increase the potential market price of our Common Stock by a
multiple equal to the exchange number or result in the permanent increase in any
potential market price (which is dependent upon many factors, including our
performance and prospects). Also, should the market price of our Common Stock
decline, the percentage decline as an absolute number and as a percentage of our
overall market capitalization may be greater than would pertain in the absence
of a reverse split. Furthermore, the possibility exists that potential liquidity
in the market price of our Common Stock could be adversely affected by the
reduced number of shares that would be outstanding after the reverse split. In
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addition, the reverse split will increase the number of stockholders of the
Company who own odd lots (less than 100 shares). Stockholders who hold odd lots
typically will experience an increase in the cost of selling their shares, as
well as possible greater difficulty in effecting such sales. Consequently, there
can be no assurance that the reverse split will achieve the desired results that
have been outlined above.
PROCEDURE FOR EXCHANGE OF STOCK CERTIFICATES
The reverse split will become effective on May 25, 2003, which we
will refer to as the "effective date." Beginning on the effective date, each
certificate representing pre-reverse split shares will be deemed for all
corporate purposes to evidence ownership of post-reverse split shares.
Our transfer agent, Olde Monmouth Stock Transfer, will act as exchange
agent for purposes of implementing the exchange of stock certificates and
payment of fractional share interests. We refer to such person as the "exchange
agent." Holders of pre-reverse split shares are asked to surrender to the
exchange agent certificates representing pre-reverse split shares in exchange
for certificates representing post-reverse split shares in accordance with the
procedures set forth in the letter of transmittal enclosed with this Information
Statement. No new certificates will be issued to a stockholder until that
stockholder has surrendered the stockholder's outstanding certificate(s)
together with the properly completed and executed letter of transmittal.
Our stockholders are not entitled to appraisal rights under the Delaware
General Corporation Law in connection with the reverse stock split.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY
CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.
FRACTIONAL SHARES
We will not issue fractional certificates for post-reverse split shares
in connection with the reverse split. Instead, an additional share shall be
issued to all holders of a fractional share .50 or greater and no additional
shares shall be issued to a holder of a fractional share less than .50. To the
extent any holders of pre-reverse split shares are entitled to fractional shares
as a result of the Reverse Stock Split, the Company will issue an additional
share to holders of a fractional share .50 or greater and cancel the fractional
shares without issuing an additional shares to holders of a fractional share
less than .50.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY
CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.
SUMMARY OF REVERSE STOCK SPLIT
Below is a brief summary of the reverse stock split:
o The issued and outstanding Common Stock shall be reduced on
the basis of one post-split share of the Common Stock for
every five pre-split shares of the Common Stock outstanding.
The consolidation shall not affect any rights, privileges or
obligations with respect to the shares of the Common Stock
existing prior to the consolidation.
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o Stockholders of record of the Common Stock as of May 5,
2003 shall have their total shares reduced on the basis of one
post-split share of Common Stock for every 5 pre-split shares
outstanding.
o As a result of the reduction of the Common Stock the pre-split
total of issued and outstanding shares of 82,805,071 shall be
consolidated to a total of approximately 5,761,014 issued and
outstanding shares (depending on the number of fractional
shares that are be issued or cancelled)
o The Company's authorized number of common stock shall remain
at 10000,000 shares of the Common Stock.
This action has been approved by the Board and the written consents of the
holders of the majority of the outstanding voting capital stock of the Company.
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DESCRIPTION OF SECURITIES
The following is a summary description of our capital stock and certain
provisions of our certificate of incorporation and by-laws, copies of which have
been incorporated by reference as exhibits to the registration statement of
which this prospectus forms a part. The following discussion is qualified in its
entirety by reference to such exhibits.
GENERAL
Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $.001 per share.
COMMON STOCK
The holders of our common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders. Our
certificate of incorporation and by-laws do not provide for cumulative voting
rights in the election of directors. Accordingly, holders of a majority of the
shares of our common stock entitled to vote in any election of directors may
elect all of our directors standing for election. Holders of our common stock
are entitled to receive ratably such dividends as may be declared by the Board
out of funds legally available therefor. In the event of our liquidation,
dissolution or winding up, holders of common stock are entitled to share ratably
in the assets remaining after payment of liabilities. Holders of common stock
have no preemptive, conversion or redemption rights. All of the outstanding
shares of common stock are fully-paid and non-assessable.
DELAWARE BUSINESS COMBINATION PROVISIONS
We are governed by the provisions of Section 203 of the Delaware
General Corporation Law. In general, this statute prohibits a publicly held
Delaware corporation from engaging, under certain circumstances, in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested stockholder
unless:
o prior to the date at which the stockholder became an
interested stockholder, the Board of Directors approved either
the business combination or the transaction in which the
person became an interested stockholder;
o the stockholder acquired more than 85% of the outstanding
voting stock of the corporation (excluding shares held by
directors who are officers and shares held in certain employee
stock plans) upon consummation of the transaction in which the
stockholder became an interested stockholder; or
o the business combination is approved by the Board of Directors
and by at least 66-2/3% of the outstanding voting stock of the
corporation (excluding shares held by the interested
stockholder) at a meeting of stockholders (and not by written
consent) held on or after the date such stockholder became an
interested stockholder.
An "interested stockholder" is a person who, together with affiliates and
associates, owns (or at any time within the prior three years did own) 15% or
more of the corporation's voting stock. Section 203 defines a "business
combination" to include, without limitation, mergers, consolidations, stock
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sales and asset-based transactions and other transactions resulting in a
financial benefit to the interested stockholder.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth the age and position held by our sole director
and sole executive officer as of the date of this prospectus:
Name Age Positions and Offices Held
- ----- ---- --------------------------
Richard Levinson 62 President
Michael McQuillan 48 CFO
Barbara Cheney 65 Vice President;Controller
Janine Levinson 39 Vice President;Client Services
Thomas Monks 61 Vice President of Human Resources/Special
Projects
The following is a biographical summary of the directors and officers of the
Company:
RICHARD LEVINSON has been the President of the Company since January 29, 1999
when HYAID, Inc. became a wholly owned subsidiary of the Company. Mr. Levinson
has over 38 years experience in the direct mail industry. Mr. Levinson owned and
operated HYAID, Inc. which is a direct mail service which processes orders for
book clubs, record clubs, collectible clubs, catalogs and all related processes.
In such capacity his responsibilities include consulting, credit and collection
work, inbound telemarketing services, Internet processing, list management,
caging operations and statistical reporting in both marketing and accounting
areas. In addition, he is involved in the general management in all facets of
client marketing efforts. Prior to that time, he worked for six years as a
programming manager and director of Data Processing for Grolier Enterprises,
which was a publicly traded direct mail company. In such employment, he designed
and programmed all of the mail order processing systems from order entry through
billing, shipping, statistical marketing and financial reporting.
MICHAEL MCQUILLAN has been CFO and Vice President of the Company since February
11, 2002. Mr. McQuillan has over 20 years experience in finance, international
and domestic operations, mergers and acquisition within the Telecommunications,
Technology, and Consumer Products Distribution industries. Prior to joining the
Company, Mr. McQuillan served as CFO and Executive Vice President of Operations
with Lanco Solutions, Inc., where Mr. McQuillan headed up the merger and
acquisition strategies for worldwide operations. Before Lanco Solutions, Mr.
McQuillan served as Corporate Controller and interim CFO for Arbinet
Communications, Inc. where he help launch one of the first successful global
telecom exchanges.
BARBARA CHENEY has been Vice President and Controller of the Company since
January 29, 1999. Ms. Cheney has over 42 years experience in the direct mail
industry. For 30 years, Ms. Cheney worked in various departments of HYAID. She
was responsible for outlining each department's budget, all payroll and
hospitalization functions, client billing, book and record keeping and general
administrative functions. Prior to that time, she was employed by Grolier
Enterprises where her responsibilities included the management of the computer
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control department. The control department reconciled all production runs
submitted to the computer department from the input department and balances from
all output created by the department. She managed a large control staff and
trained all personnel.
JANINE LEVINSON has been Vice President of Client Services of the Company since
January 29, 1999. Ms. Levinson has over 16 years experience in the direct mail
industry. For 14 years, she was employed by HYAID and initially managed Merge
Purge (list and life maintenance), a division of HYAID. Her responsibilities at
HYAID include working closely with clients to set up all procedures with respect
to their direct marketing efforts. She also consults with clients in an
operations, marketing and credit capacity. She is responsible for the client
service department, the control department personnel and the entire Merge Purge
division of HYAID. Prior to working for HYAID, she was a manager for Fulfillment
Associates for two years. Initially she managed a shift of inserting machine
operations and then she managed the Merge Purge division (list management) at
Fulfillment Associates.
THOMAS J. MONKS has been the Vice President of Human Resources and Special
Projects in the Company's Customer Service Software Division since 1998. Mr.
Monks has over 30 years experience in data processing and senior level
management. Mr. Monks receiving trading in data processing during four years
with the United States Air Force. He has worked for the Purolator Courier, Care,
Inc. and American Express in various managerial positions which related to data
processing and other areas of senior level management. For the past seven years,
Mr. Monks has worked his up through Data Processing Management of The Hyaid
Group to his current position.
BOARD COMMITTEES
Our Board has established no committees. Compliance with Section 16(a) of the
Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of
1934, as amended, requires the Company's executive officers and directors and
persons who own more than 10% of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission (hereinafter
referred to as the "Commission") initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership,
of Common Stock and other equity securities of the Company on Forms 3, 4, and 5,
respectively. Executive officers, directors and greater than 10% stockholders
are required by Commission regulations to furnish the Company with copies of all
Section 16(a) reports they file. To the Company's knowledge, all of the
Company's executive officers, directors and greater than 10% beneficial owners
of its common Stock, have complied with Section 16(a) filing requirements
applicable to them during the Company's most recent fiscal year.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth, as of May 5, 2003, the Record Date, the
shares of our voting capital stock beneficially owned by each person, including
management, known to us to be the beneficial owner of more than 5% of the
outstanding shares of common stock. This does not include shares of preferred
stock converted into common shares subsequent to the Record Date.
All persons named in the table have the sole voting and dispositive
power, unless otherwise indicated, with respect to common stock beneficially
owned. Beneficial ownership of shares of common stock that are acquirable within
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60 days upon the exercise or conversion of convertible securities are listed
separately, and for each person named in the table, the calculation of percent
of class gives effect to those acquirable shares.
Number of Shares of
Name of Beneficial Owner/ Common Stock % of Beneficial
Identity of Group Beneficially Owned Ownership
- ---------- ------------------ ----------------
Richard Levinson 18,462,404 63.96%
Barbara Cheney 0 0%
Michael McQuillan 0 0%
Janine Levinson 5,000,000 17.35%
Thomas Monks 0 0%
All Executive Officers and Directors
as a Group (5 persons) 23,462,404 81.45%
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporation Law enables a
corporation in its original certificate of incorporation or an amendment to
eliminate or limit the personal liability of a director to a corporation or its
stockholders for violations of the director's fiduciary duty, except:
o for any breach of a director's duty of loyalty to the
corporation or its stockholders;
o for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
o pursuant to Section 174 of the DGCL (providing for liability
of directors for unlawful payment of dividends or unlawful
stock purchases or redemptions); or
o for any transaction from which a director derived an improper
personal benefit.
Our certificate of incorporation provides in effect for the elimination
of the liability of directors to the extent permitted by the Delaware General
Corporation Law.
Section 145 of the Delaware General Corporation Law provides, in
summary, that directors and officers of Delaware corporations are entitled,
under certain circumstances, to be indemnified against all expenses and
liabilities (including attorney's fees) incurred by them as a result of suits
brought against them in their capacity as a director or officer, if they acted
in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, if they had no reasonable cause to believe their conduct
was unlawful; provided, that no indemnification may be made against expenses in
respect of any claim, issue or matter as to which they shall have been adjudged
to be liable to the corporation, unless and only to the extent that the court in
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which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, they are fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper. Any such indemnification may be made by the
corporation only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct. Our bylaws entitle
our officers and directors to indemnification to the fullest extent permitted by
the Delaware General Corporation Law.
We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING INFORMATION
This Information Statement contains forward-looking statements. Certain
matters discussed herein are forward-looking statements within the meaning of
the Private Litigation Reform Act of 1995. Certain, but not necessarily all, of
such statements can be identified by the use of forward-looking terminology,
such as "believes," "expects," "may," "will," "should," "estimates" or
"anticipates" or the negative thereof or comparable terminology. All
forward-looking statements involve known and unknown risks, uncertainties and
other factors, which may cause the actual transactions, results, performance or
achievements of the company to be materially different from any future
transactions, results, performance or achievements expressed or implied by such
forward-looking statements. These may include, but are not limited to matters
described in this Information Statement and matters described in "Note on
Forward-Looking Statements" in our Annual Report on Form 10-KSB for the year
ended December 31, 2002. Although we believe the expectations reflected in such
forward-looking statements are based upon reasonable assumptions and business
opportunities, we can give no assurance that our expectations will be attained
or that any deviations will not be material. We undertake no obligation to
publicly release the result of any revisions to these forward-looking statements
that may be made to reflect any future events or circumstances.
ADDITIONAL INFORMATION
If you have any questions about the actions described above, you may
contact Gregg E. Jaclin, Esq., Anslow & Jaclin, LLP, 4400 Route 9, 2nd Floor,
Freehold, New Jersey 07728.
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We are subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance with the requirements thereof, file
reports, proxy statements and other information with the Securities and Exchange
Commission ("SEC"). Copies of these reports, proxy statements and other
information can be obtained at the SEC's public reference facilities at
Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549.
Additionally, these filings may be viewed at the SEC's website at
http://www.sec.gov.
We filed our annual report for the fiscal year ended December 31,
2002 on Form 10-KSB with the SEC. A copy of the annual reports on Form 10-KSB
(except for certain exhibits thereto), may be obtained, free of charge, upon
written request by any stockholder to Gregg E. Jaclin, Anslow & Jaclin, LLP,
4400 Route 9, 2nd Floor, Freehold, New Jersey 07728. Copies of all exhibits to
the annual reports on Form 10-KSB are available upon a similar request, subject
to payment of a $.50 per page charge to reimburse us for expenses in supplying
any exhibit.
INFORMATION INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference and to be
a part hereof from the date of filing of such documents:
Annual Report on Form 10-KSB for the fiscal year ended December 31,
2002.
All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Information
Statement and prior to the effective date of the action taken described herein,
including the Annual Report on Form 10-KSB for the fiscal year ended December
31, 2002.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Information Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Information
Statement.
This Information Statement incorporates, by reference, certain
documents that are not presented herein or delivered herewith. Copies of any
such documents, other than exhibits to such documents which are not specifically
incorporated by reference herein, are available without charge to any person,
including any stockholder, to whom this Information Statement is delivered, upon
written or oral request to our Secretary at our address and telephone number set
forth herein.
DISTRIBUTION OF INFORMATION STATEMENT
The cost of distributing this Information Statement has been borne by
us and certain stockholders that consented to the action taken herein. The
distribution will be made by mail.
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Pursuant to the requirements of the Exchange Act of 1934, as amended,
the Registrant has duly caused this Information Statement to be signed on its
behalf by the undersigned hereunto authorized.
By Order of the Board of Directors
/s/ Richard Levinson
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Richard Levinson, Director
May 5, 2003
Hicksville, New York
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