SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
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
[ ] Definitive Information Statement Commission Only (as permitted
by Rule 14c-5(d)(2)
CTC COSMETICS HOLDINGS COMPANY, INC.
(Name of Registrant as Specified In Its Charter)
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:
NOT APPLICABLE
(2) Aggregate number of securities to which transaction applies:
NOT APPLICABLE
(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):
NOT APPLICABLE
(4) Proposed maximum aggregate value of transaction:
NOT APPLICABLE
(5) Total fee paid:
NOT APPLICABLE
[ ] 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:
(2) Form, Schedule or Registration Statement No:
(3) Filing Party:
(4) Date Filed:
CTC COSMETICS HOLDINGS COMPANY, INC.
129 Front Street, Penthouse Suite
Hamilton, HM 12 Bermuda
NOTICE OF THE TAKING OF CORPORATE ACTION
WITHOUT A MEETING BY WRITTEN CONSENT
Notice is hereby given that on April 5, 2000, a resolution was adopted by
consent of the majority shareholder of CTC Cosmetics Holdings Company, Inc., a
Delaware corporation ("CTC" or the "Company"),Voyager Select IPO Fund, Ltd., a
Bermuda corporation, as holder of approximately 61.3% of the outstanding capital
stock of the Company, acting pursuant to Section 228 of the General Corporation
Law of the State of Delaware. Pursuant to the resolution the Company will file
an amendment to its Certificate of Incorporation which will effectuate a
100-for-1 reverse stock split of the presently issued and outstanding shares of
common stock of the Company.
The enclosed Information Statement is being furnished to you to inform
you that the foregoing action has been approved by the holder of a majority of
the outstanding Common Stock of the Company. The Board of Directors is not
soliciting your proxy in connection with the adoption of this resolution and
proxies are not requested from stockholders. The resolution will not become
effective before the date which is 21 days after this Information Statement was
first sent to stockholders. You are urged to read the Information Statement in
its entirety for a description of the action taken by the majority shareholder
of the Company.
The Information Statement is first being mailed to stockholders of the
Company on or about April 20, 2000. Only stockholders of record at the close of
business on April 10, 2000 will be entitled to receive the Information
Statement.
By Order of the Board of Directors
s/ Paul D. Lemmon
-------------------------
Paul D. Lemmon, Secretary
April 20, 2000
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
CTC COSMETICS HOLDINGS COMPANY, INC.
129 Front Street, Penthouse Suite
Hamilton, HM 12 Bermuda
CONSENT STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
We are sending you this Information Statement to inform you of the adoption
of the resolution on April 5, 2000 by consent of the majority shareholder of the
Company, Voyager Select IPO Fund, Ltd., a Bermuda corporation ("Voyager"), as
holder of 16,000,000 shares of the Corporation's common stock, par value $.004
per share (the "Common Stock")or approximately 61.3% of the outstanding capital
stock of CTC Cosmetics Holdings Company, Inc. (the "Company"), acting pursuant
to Section 228 of the General Corporation Law of the State of Delaware. Pursuant
to such resolution, the Company will, file an amendment to its Certificate of
Incorporation which will effect a 100-for-1 reverse stock split of the presently
issued and outstanding shares of Common Stock of the Company. The amendment to
our Certificate of Incorporation will become effective upon filing of an
amendment to the Company's Certificate of Incorporation with the Delaware
Secretary of State which filing will be accomplished 21 calendar days after the
date of mailing of this Information Statement. The Board of Directors is not
soliciting your proxy in connection with the adoption of this resolution and
proxies are not requested from shareholders. Please be advised, therefore, that
this is only an Information Statement. WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being sent or given to stockholders on
April 20, 2000. Record holders of the Common Stock at the close of business on
April 10, are entitled to receive a copy of this Information Statement. On April
10, 2000, there were 26,168,654 shares of Common Stock outstanding which
constitute the only voting securities of the Company.
The Company will pay the expenses of furnishing this Consent Statement,
including the cost of preparing, assembling, and mailing this Consent Statement.
ACTION BY WRITTEN CONSENT
Pursuant to Section 228 of the Delaware General Corporation Law ("DGCL"),
any action which may be taken at any meeting of the stockholders may also be
taken without a meeting and without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted (here, a majority of the
outstanding shares of Common Stock of the Company of Voyager are sufficient to
approve the proposed corporate action) and delivered to the Company.
PROPOSAL TO EFFECTUATE A 100-FOR-1 REVERSE STOCK SPLIT GENERAL
On April 5, 2000 the Board of Directors approved an Amendment to the
Company's Certificate of Incorporation to effectuate a 100-for-1 reverse stock
split of the presently issued and outstanding shares of common stock. Also, on
April 5, 2000, the holder of a majority of shares entitled to vote consented to
a resolution pursuant to Section 228 of the General Corporation Law of the State
of Delaware, approving the Amendment to the Company's Certificate of
Incorporation.
The Board of Directors has fixed the close of business on April 10, 2000 as
the record date for the determination of shareholders who are entitled to give
consent and receive this Information Statement.
The Board of Directors believes that it is advisable and in the Company's
best interests to have available additional authorized but unissued shares of
Common Stock in an amount adequate to provide for the Company's future needs.
The additional shares also will be available for issuance for any proper
corporate purpose including, among other things, future acquisitions of property
or securities of other corporations, stock dividends, stock splits, stock
options, convertible debt and equity financing. The availability of additional
authorized but unissued shares will be achieved by effectuating a 100-for-1
reverse stock split of the presently issued and outstanding common stock. This
step is necessary, in the judgment of the Board of Directors, in order to
attract potential new equity capital and carry out the Company's business
objectives.
BENEFICIAL OWNERSHIP OF COMMON STOCK
PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS. The following table sets
forth the beneficial ownership of the Company's Common Stock, as of April 10,
2000, by (i) each person known by the Company to beneficially own 5% or more of
the outstanding shares of Common Stock, (ii) each current and nominee director
and officer of the Company, and (iii) all current directors and executive
officers of the Company as a group. The information set forth in the table and
accompanying footnotes has been furnished by the named beneficial owners. An
asterisk denotes beneficial ownership of less than 1% .
Amount of
Name and Beneficial Percent of
Address Ownership Class
- ------- --------- -----
Voyager Select IPO Fund, Ltd. (1) 16,000,000 (1) 61.3%
Andrew K. Proctor (2) 0 (2) 0%
Chief Financial Officer and Director
Paul D. Lemmon (2) 0 (3) 0%
Vice President, Secretary and Director
Riccardo W. Cannaviello (3) 0 0%
President and Director
Paul K.W. Tso (4) 5,127,300 19.6%
Former Chairman of the Board
of Directors and Chief Executive
Officer
Mark K.W. Lee (4) 1,397,700 5.35%
Former Vice-Chairman, President
and Secretary
Li Wai Zen, Former Director (4) 0 0%
Shaw Shui, Former Director (4) 0 0%
Hao Kwoi Fong, Former Director (4) 0 0%
All Current Directors and Officers
as a Group (3 persons) 0 0%
- -------------------------------
As used in this table, "beneficial ownership"is determined in accordance with
the rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to the shares shown. Except as indicated
by footnote and subject to community property laws where applicable, to the
Company's knowledge the stockholders named in the table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them.
(1) The address for Voyager is 129 Front Street, Penthouse Suite,
Hamilton, HM 12 Bermuda.
(2) Messrs. Proctor and Lemmon are the Managing Directors of Voyager. They
both disclaim any beneficial ownership of the Common Stock of the
company held by Voyager.
(3) C/o 129 Front Street, Penthouse Suite, Hamilton, HM 12 Bermuda.
(4) The address of this person is No. 80 Liu Tuang Road Pudong, Shanghai,
China. Each of the former officers and/or directors has been removed
from their respective offices on February 22, 2000.
3
The percentage of beneficial ownership is based upon 26,168,654 shares of
Common Stock outstanding as of April 10, 2000
EXECUTIVE COMPENSATION
There is no information available as to what cash compensation was paid by
the Company to its present executive officers, and whether such compensation
exceeded $100,000 per fiscal year.
COMPENSATION OF DIRECTORS
There is no information available as to whether any of the Company's
current directors received any type of compensation in conjunction with their
services as directors.
EXHIBITS
EXHIBIT I Amendment to Certificate of Incorporation
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION OF CTC COSMETICS HOLDINGS COMPANY, INC.
(Pursuant to Section 242 of
the Delaware General Corporation Law)
The undersigned, Riccardo W. Cannaviello, being the President and Paul
D. Lemmon, being the Secretary of CTC Cosmetics Holdings Company, Inc., a
Delaware corporation (the "Corporation"), does hereby certify as follows:
1. The Certificate of Incorporation of the Corporation is hereby
amended pursuant to Section 242(a)(3) of the General Corporation Law of the
State of Delaware by amending Article IV as follows:
ARTICLE IV
CAPITAL STOCK CLASSES
"The total number of shares of all classes which the
corporation is authorized to have outstanding is Sixty Million
(60,000,000) shares of which stock Fifty Million (50,000,000) shares in
the par value of $0.004 each, shall be common stock and of which Ten
Million (10,000,000) shares in the par value of $0.01 each, shall be
preferred stock. Effective on May __, 2000, the common stock shall be
reconstituted such that one new share of common stock shall be issued
in exchange for each 100 outstanding shares of common stock."
2. The foregoing Amendment to the Certificate of Incorporation was
first authorized by the Board of Directors and subsequently duly adopted by the
consent in writing of the stockholders holding a majority of the Corporation's
outstanding stock entitled to vote thereon in accordance with Section 228 of the
General Corporation Law of the State of Delaware.
3. In accordance with Section 228 of the General Corporation Law of the
State of Delaware, a written notice of the corporate action taken by the
majority of the stockholders has been given to all stockholders of record of the
Corporation who have not consented in writing.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment as of May __, 2000 and DO HEREBY CERTIFY, that the facts stated in
this Certificate of Amendment are true and correct.
---------------------------------
Riccardo W. Cannavielo, President
---------------------------------
Paul D. Lemmon, Secretary