SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No.)
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement
IKON VENTURES, INC.
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(Name of Registrant as Specified in Charter)
1000 Woodbury Road
Suite 214
Woodbury, New York 11797
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(Name of Person(s) Filing the Information Statement)
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 $.001 per share
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2) Aggregate number of securities to which transaction applies:
20,158,132 shares of Common Stock Outstanding
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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):
N/A
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4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid.
[ ] 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.
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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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TABLE OF CONTENTS
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PAGE
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Information Statement..................................................... 3
Interest of Certain Persons in Matters to be Acted Upon................... 3
Principal Stockholders.................................................... 3
Amendment to the Company's Amended Certificate of Incorporation
to Effect a Change in Name................................................ 5
Exhibit A - Amendment to Articles of Incorporation of
Ikon Ventures, Inc. ...................................................... 6
Exhibit B -Certificate of Amendment of Articles of Incorporation ......... 7
INFORMATION STATEMENT
GENERAL
On September 10, 2001 the Board of Directors of the Company adopted
resolutions approving an amendment (the "Amendment") to the Company's amended
Articles of Incorporation and recommending that the Amendment be submitted to
stockholders of the company for their approval as required under the Nevada
General Corporation Law ("NGCL"). The Amendment provides for a change in the
Company' s name to Sutton Trading Solutions, Inc.
As of the close of business on September __, 2001, the record date for
the determination of stockholders to whom this Information Statement is sent,
the Company had outstanding 20,158,132 shares of common stock, par value $ .001
per share (the "Common Stock"), each share being entitled to one vote on each
matter presented at a meeting or to give one consent in lieu of voting at a
meeting. As permitted under Section 78.320 of the NGCL, by written consent dated
September 10, 2001, shareholders of the Company representing more than 50.1% of
the issued and outstanding shares of Common Stock approved the Amendment. The
Amendment will become effective on the date of the filing thereof with the
Secretary of State of Nevada (the "Effective Date"), which filing is expected to
take place on, or shortly after, September ___, 2001. A copy of the Amendment is
attached hereto as Exhibit A.
This Information Statement is being mailed to stockholders of the
Company on or about September __, 2001.
All expenses incurred in connection with the preparation and mailing of
this Information Statement will be borne by the Company. This Information
Statement is prepared and distributed by the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person has
any substantial interest, direct or indirect, by security holdings or otherwise,
resulting from the Amendment, which is not shared by all other stockholders
pro-rata, and in accordance with their respective interests.
PRINCIPAL STOCKHOLDERS
So far as is known to the Company, the following table sets forth the
beneficial ownership of 5% or more of the Company Stock as of August 8, 2001.
Beneficial ownership has been determined for purposes herein in accordance with
Rule 13d-3 of the Securities Exchange Act of 1934 as amended, under which a
person is deemed to be the beneficial owner of securities if such person has or
shares voting power or investment power in respect of such securities or has the
right to acquire beneficial ownership within 60 days.
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The following table sets forth information available to the Company,
as of August 8, 2001 with respect to the beneficial ownership of the outstanding
shares of the Company's Common Stock by (i) any holder of more than five percent
(5%) of the outstanding shares; (ii) the Company's officers and directors; and
(iii) the Company's officers and directors as a group:
Name and Address of Shares of Common Percentage (%) of
Beneficial Owner(1) Stock Owned Common Stock
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Jonathan D. Siegel (2) 4,641,991(5)(11) 21.30(5)(11)
Gregory C. Frank(2) 4,641,991(6) 21.30(5)
Radek Hulan(2) 1,300,000(9) 6.31(9)
Richard Joyce(2) 155,555(10) 0.77(10)
The J.B. Sutton Group Inc. 1,139,195(7)(13) 5.60(7)(13)
401(k) Profit Sharing Plan,
dated 10/1/95 f/b/o Jonathan
D. Siegel ("Siegel 401(k)")(2)
Sigma Limited S.A 3,537,778(8) 17.08(8)
("Sigma")(3)(4)
All officers and directors as a 10,739,537(12) 49.67(12)
group (four (4) persons)(2)
Global Capital Partners, Inc. 2,222,222(15) 10.45(15)
(14)
Tiburon Asset Management 1,029,629 5.11
LLC (16)
(1) Beneficial ownership as reported in the table above has been determined
in accordance with Instruction (1) to Item 403 (b) of Regulation S-B of the
Exchange Act.
(2) The business address of each of the stockholders noted above is 1000
Woodbury Road, Suite 214, Woodbury, NY 11797.
(3) The business address of Sigma is Rue-Fritz-Courvoisier 40, 2300 La
Chaux-de-Fonds, Switzerland.
(4) Sigma is a company organized under the laws of Switzerland owned by a
discretionary trust, whose beneficiaries include members of Ian Rice's family.
Mr. Rice is neither a trustee nor a beneficiary of the trust and disclaims any
beneficial ownership of Sigma. Prior to the Share Exchange, Mr. Rice was the
Company's Chairman of the board of directors.
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(5) Includes 1,631,617 shares of common stock issuable upon the exercise of
outstanding warrants; and 960,302 shares held in the name of the Siegel 401(k).
(6) Includes 1,631,620 shares of common stock issuable upon the exercise of
outstanding warrants.
(7) Includes 178,893 shares of common stock issuable upon the exercise of
outstanding warrants.
(8) Includes 555,556 shares of common stock issuable upon the exercise of
outstanding warrants.
(9) Includes 433,333 shares of common stock issuable upon the exercise of
outstanding warrants.
(10) Includes 44,444 shares of common stock issuable upon the exercise of
outstanding warrants.
(11) Does not include 1,491,111 shares of common stock under the control of
the stockholders noted above pursuant to a Voting Rights Agreement dated as of
August 1, 2001, among Sigma, the Siegel 401(k) and the stockholders noted above.
(12) Includes 3,741,014 shares of common stock issuable upon the exercise of
outstanding warrants.
(13) Does not include 2,982,222 of common stock under the control of the
stockholders noted above pursuant to the Voting Rights Agreement described in
note 11 above.
(14) The business address of the stockholder noted above is 6000 Fairview
Road, Suite 1420, Charlotte, NC 28210.
(15) Includes 1,111,111 shares of common stock issuable upon the exercise of
outstanding warrants.
(16) The business address of the stockholder noted above is 110 William
Street, New York, NY 10038.
AMENDMENT TO THE COMPANY'S AMENDED CERTIFICATE OF
INCORPORATION TO EFFECT A CHANGE IN NAME
Upon filing of the Amendment the Company's name will be changed to
Sutton Trading Solutions, Inc. The purpose of this change is to reflect the
share exchange with Sutton Online, inc., a Delaware Corporation which
constitutes the sole operating business of the Company. The voting and other
rights that accompany the Common Stock will not be affected by the change in
corporate name. SHAREHOLDERS MAY, BUT NEED NOT, EXCHANGE THEIR CERTIFICATES TO
REFLECT THE CHANGE IN CORPORATE NAME.
By Order of the Board of Directors
/s/ JONATHAN D. SIEGEL
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Jonathan D. Siegel,
Chief Executive Officer
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Exhibit A
AMENDMENT TO ARTICLES OF INCORPORATION
OF
IKON VENTURES, INC.
(a Nevada corporation)
FIRST: The name of the corporation is IKON VENUTRES, INC. (the
"Corporation").
SECOND: The Corporation wishes to amend Article I of the Corporation's
articles of incorporation to change the Corporation's name to Sutton Trading
Solutions, Inc. Accordingly, as amended said Article shall read in its entirety
as follows:
"Article I. The name of the Corporation is SUTTON TRADING
SOLUTIONS, INC."
THIRD: That the stockholders holding a majority of the outstanding
shares of stock entitled to vote on the amendment approved said amendment by
written consent dated September 10, 2001 in accordance with the provisions of
Section 78.320 of the General Corporation Law of the State of Nevada and Article
II.8 of the By-laws of the Corporation.
IN WITNESS WHEREOF, the undersigned, being the Chief Executive Officer
of the Corporation, for the purpose of amending the Articles of Incorporation
pursuant to the General Corporation Law of Nevada, does hereby make and file
these Articles of Amendment.
Dated: As of September 10, 2001
ATTEST:
/s/ LEIGH BICKELL /s/ JONATHAN D. SIEGEL
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Leigh Bickell Jonathan D. Siegel
Secretary Chief Executive Officer
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Exhibit B
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION (AFTER
ISSUANCE OF STOCK)
IKON VENTURES, INC.
(a Nevada corporation)
We, the undersigned, Jonathan D. Siegel, Chief Executive Officer, and
Leigh Brickell, Secretary of Ikon Ventures, Inc. do hereby certify:
That the Board of Directors of said corporation by Unanimous Written
Consent of the Board of Directors dated as of September 10, 2001 adopted
resolutions to amend the original articles as follows:
Article First is hereby amended to read as follows:
1. NAME. The name of the corporation is Sutton Trading
Solutions, Inc. (hereinafter called the "Corporation").
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 20,158,132 and the said
change and amendment have been consented to and approved by a majority vote of
the stockholders holding at least a majority of each class of stock outstanding
and entitled to vote thereon.
/s/ JONATHAN D. SIEGEL
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Jonathan D. Siegel, Chief Executive
Officer
/s/ LEIGH BICKELL
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Leigh Bickell, Secretary
STATE OF NEW YORK )
) SS.
COUNTY OF )
On September ___, 2001, personally appeared before me, a Notary Public,
Jonathan D. Siegel, and Leigh Bickell, who acknowledged that they executed the
above instrument.
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Signature of Notary
(Notary Stamp or Seal)
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