SCHEDULE 14C
(RULE 14C-101)
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
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
AUTOCARBON.COM, 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:
(2) Aggregate number of securities to which the transaction
applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
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AUTOCARBON.COM, INC.
136-M TENTH STREET, RAMONA, CALIFORNIA 92065
INFORMATION STATEMENT
PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY
Ramona, California
September 13, 2002
This information statement has been mailed on or about September
13, 2002 to the stockholders of record on August 29, 2002 (the "Record Date") of
Autocarbon.com, Inc., a Delaware corporation (the "Company") in connection with
certain actions to be taken by the written consent by the majority stockholders
of the Company, dated as of August 21, 2002. The actions to be taken pursuant to
the written consent shall be taken on or about October 4, 2002, 20 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.
By Order of the Board of Directors,
/s/ Kimberly Tate
-----------------
Secretary
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NOTICE OF ACTION TO BE TAKEN PURSUANT THE WRITTEN CONSENT OF MAJORITY
STOCKHOLDERS IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS, DATED AUGUST 21,
2002
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the following action will be taken pursuant
to the written consent of a majority of stockholders dated August 21, 2002, in
lieu of a special meeting of the stockholders. Such action will be taken on or
about October 4, 2002:
1. The Company will effect a one-for-fifty reverse stock split (the
"Reverse Stock Split") of the Company's Common Stock.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization
consisted of 100,000,000 shares of common stock, $.0001 par value per share (the
"Common Stock") , of which 11,629,700 shares were issued and outstanding as of
the Record Date. Holders of Common Stock of the Company have no preemptive
rights to acquire or subscribe to any of the additional shares of Common Stock.
Each share of Common Stock entitles its holder to one vote on each
matter submitted to the stockholders. However, because stockholders holding at
least a majority of the voting rights of all outstanding shares of capital stock
as at the Record Date have voted in favor of the foregoing proposal by
resolution dated August 21, 2002; and having sufficient voting power to approve
such proposal through their ownership of capital stock, no other stockholder
consents will be solicited in connection with this Information Statement. As the
action to be taken was approved by the written consent of a majority of
stockholders, there was no meeting of security holders which representatives of
the principal accountants were provided an opportunity to make a statement or to
respond to any questions.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the proposal will not be adopted until a date at least 20 days after
the date on which this Information Statement has been mailed to the
stockholders. The Company anticipates that the actions contemplated herein will
be effected on or about the close of business on October 4, 2002.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
the Common Stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.
This Information Statement will serve as written notice to stockholders
pursuant to Section 222 of the General Corporation Law of the State of Delaware.
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ONE FOR FIFTY REVERSE SPLIT
On August 21, 2002, the majority stockholders of the Company authorized
a Reverse Stock Split pursuant to which each fifty currently outstanding shares
of Common Stock (the "Old Shares") would be automatically converted into one
share of Common Stock (the "New Shares"). The reason for the Reverse Stock Split
is to increase the per share stock price. The Company believes that if it is
successful in maintaining a higher stock price, the stock will generate greater
interest among professional investors and institutions. If the Company is
successful in generating interest among such entities, it is anticipated that
the shares of its Common Stock would have greater liquidity and a stronger
investor base. No assurance can be given, however, that the market price of the
New Shares will rise in proportion to the reduction in the number of outstanding
shares resulting from the Reverse Stock Split. The New Shares issued pursuant to
the Reverse Stock Split will be fully paid and non-assessable. All New Shares
will have the same par value, voting rights and other rights as Old Shares.
Stockholders of the Company do not have preemptive rights to acquire additional
shares of Common Stock, which may be issued.
The one for fifty reverse Stock Split is being effectuated by reducing
the number of issued and outstanding shares at the ratio of 50 for 1.
Accordingly, as a result of the Reverse Stock Split, the Company will have
approximately 99,767,406 authorized unissued shares, which shares may be issued
in connection with acquisitions or subsequent financings. There can be no
assurance that the Company will be successful in making any such acquisitions or
obtaining any such financings. In addition, the Reverse Stock Split has
potentially dilutive effects on each of the shareholders. The Company presently
does not have any current plans to enter into an acquisition or financing or
other business combination. Each of the shareholders may be diluted to the
extent that any of the authorized but unissued shares are subsequently issued.
The Reverse Stock Split will not alter any shareholder's percentage
interest in the Company's equity, except to the extent that the Reverse Stock
Split results in any of the Company's shareholders owning a fractional share. In
lieu of issuing fractional shares, the Company will issue to any shareholder who
otherwise would have been entitled to receive a fractional share as a result of
the Reverse Split an additional full share of its common stock. The principal
effects of the Reverse Stock Split will be that the number of shares of Common
Stock issued and outstanding will be reduced from 11,629,700 to approximately
232,594 and the Company's stated capital will be reduced by approximately $1,139
and its additional paid-in capital will be increased by approximately $1,139.
In addition, commencing with the effective date of the Reverse Stock
Split, all outstanding options entitling the holders thereof to purchase shares
of the Company's common stock will entitle such holders to receive, upon
exercise of their options, one-fiftieth of the number of shares of the Company's
common stock which such holders may purchase upon exercise of their options. In
addition, commencing on the effective date of the Reverse Stock Split, the
exercise price of all outstanding options will be increased by a multiple of
fifty.
Under the Delaware General Corporation Law, the state in which the
Company is incorporated, the Reverse Stock Split does not require the Company to
provide dissenting shareholders with a right of appraisal and the Company will
not provide shareholders with such right.
The Company believes that the Federal income tax consequences of the
reverse stock split to holders of Common Stock will be as follows:
(i) Except as explained in (v) below, no income gain or
loss will be recognized by a shareholder on the
surrender of the current shares or receipt of the
certificate representing new post-split shares.
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(ii) Except as explained in (v) below, the tax basis of
the New Shares will equal the tax basis of the Old
Shares exchanged therefor.
(iii) Except as explained in (v) below, the holding period
of the New Shares will include the holding period of
the Old Shares if such Old Shares were held as
capital assets.
(iv) The conversion of the Old Shares into the new shares
will produce no taxable income or gain or loss to the
Company.
(v) The Federal income tax treatment of the receipt of
the additional fractional interest by a shareholder
is not clear and may result in tax liability not
material in amount in view of the low value of such
fractional interest.
The Company's opinion is not binding upon the Internal Revenue Service
or the courts, and there can be no assurance that the Internal Revenue Service
or the courts will accept the positions expressed above.
The state and local tax consequences of the Reverse Stock Split may
vary significantly as to each shareholder, depending upon the state in which
he/she resides. Shareholders are urged to consult their own tax advisors with
respect to the Federal, State and local tax consequences of the Reverse Stock
Split.
DESCRIPTION OF SECURITIES
The following is a summary description of our capital stock and certain
provisions of our certificate of incorporation and by-laws. There are no
material differences between the common stock currently outstanding and the
common stock that will be outstanding after the reverse stock split.
General
- -------
Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $.0001 per share.
Common Stock
- ------------
The holders of the 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 common stock entitled to vote in any election of directors may elect
all of the directors standing for election. Holders of common stock are entitled
to receive ratably such dividends as may be declared by the Board of Directors
out of funds legally available therefor. In the event of our liquidation or
dissolution, 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.
Warrants
- --------
Each Warrant is exercisable at any time from its initial issue date
until July 31, 2003 (the "Expiration Date"), to purchase one share of the
Company's Common Stock, $.0001 par value, at $0.25 per share on a pre-reverse
split basis. The exercise price for Each Warrant will be $12.50 on a
post-reverse split basis.
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The Warrants may be exercised upon surrender of the Warrant on or prior
to the expiration date to the Company at its principal office or at the office
of the Warrant Agent appointed by the Company in accordance with the terms of
the Warrant, with the subscription form attached thereto completed and executed
as indicated, accompanied by full payment of the exercise price (in cash or by
certified check or official bank check payable to the order of Autocarbon.com,
Inc.) for the number of Warrants being exercised. The Warrant Holders do not
have the rights or privileges of holders of Common Stock.
The Warrants were sold together with shares of common stock in the form
of a unit ("Units") in 2001. The Company shall have the option to "call" all the
Warrants presently outstanding and included in the Units (the "Warrant Call").
The Units consisted of one share of common stock and the right to purchase a
second share at $0.25 per share on a pre-reverse split basis. The Company may
exercise the Warrant Call by giving to each Warrant Holder a written notice of
call (the "Call Notice") during the period in which the Warrant may be
exercised. The Warrant Holders shall exercise their Warrant rights and purchase
the Warrant Shares and pay for the Warrant Shares within fourteen (14) business
days of the date of the Call Notice. Thereafter, the Warrants will no longer be
exercisable.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock as of August 30, 2002, by:
o all directors;
o each person who is known by us to be the beneficial owner of
more than five percent (5%) of the outstanding common stock;
o each executive officer named in the Summary Compensation
Table; and
o all directors and executive officers as a group.
Number of Shares of
Name of Beneficial Owner/ Common Stock % of Beneficial
Identity of Group Beneficially Owned Ownership
- ------------------------------------------------------------------------------------------------
James Miller* 3,027,500 26.03%
Chief Executive Officer and
Chairman of the Board
Kimberly Tate* 70,000 0.60%
Chief Financial Officer, Secretary and
Director
Seth Scally* 175,000 1.50%
Director
Terry Hunt* 70,000 0.60%
Director
Presco, Inc. 2,000,000 17.20%
1018 Palisades Avenue
Fort Lee, New Jersey 07024
Tammy Liggett 2,750,000 23.65%
1018 Palisades Avenue
Fort Lee, New Jersey 07024
Directors and officer as
a group (4 people) 3,342,500 28.74%
*c/o 136-m Tenth Street, Ramona, California 92065
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The number of shares beneficially owned by each director or executive
officer is determined under rules of the SEC, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under the
SEC rules, beneficial ownership includes any shares as to which the individual
has the sole or shared voting power or investment power. In addition, beneficial
ownership includes any shares that the individual has the right to acquire
within 60 days of August 30, 2002, through the exercise of any stock option or
other right. Unless otherwise indicated, each person listed below has sole
investment and voting power (or shares such powers with his or her spouse). In
certain instances, the number of shares listed includes (in addition to shares
owned directly), shares held by the spouse or children of the person, or by a
trust or estate of which the person is a trustee or an executor or in which the
person may have a beneficial interest.
ADDITIONAL INFORMATION
The Company's annual report on Form 10-KSB for the period from June 26,
2001(inception) to March 31, 2002 and quarterly report on Form 10-QSB for the
quarter ended June 30, 2002 are being delivered to you with this Information
Statement. The Company will furnish a copy of any exhibit thereto or other
information upon request by a stockholder to the Company's principal offices at
Autocarbon.com, Inc., 136-M Tenth Street, Ramona, California 92065; Attention:
Kimberly Tate, Secretary. (619) 303-7356.
By Order of the Board of Directors,
/s/ James Miller
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James Miller
Chief Executive Offer
Ramona, California
September 13, 2002
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EXHIBIT A
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
AUTOCARBON.COM, INC.
The undersigned, being the President and Secretary of AUTOCARBON.COM,
INC., a corporation existing under the laws of the State of Delaware, does
hereby certify under the seal of the said corporation as follows:
1. The certificate of incorporation of the Corporation is hereby
amended by inserting the following paragraph at the end of Article Fourth:
"Upon effectiveness of a one-for-fifty reverse stock split of
the Corporation's Common Stock, all issued and outstanding shares, as
of the effective date, shall be consolidated to the extent that the
issued and outstanding shares of Common Stock shall be reduced from
11,629,700 prior to the reverse split to 232,594 following the reverse
stock split. All fractional shares shall be rounded up to the next
whole number of shares. The capital of the Corporation will not be
reduced under or by reason of any amendment herein certified."
2. The amendment of the certificate of incorporation herein certified
has been duly adopted by the unanimous written consent of the Corporation's
Board of Directors and a majority of the Corporation's stockholders in
accordance with the provisions of Sections 141(f), 228 and 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate of Amendment of the Corporation's
Certificate of Incorporation to be signed by James Miller, its President, and
Kimberly Tate, its Secretary, this 4th day of October, 2002.
AUTOCARBON.COM, INC.
By:_______________________________
James Miller, President
By:_______________________________
Kimberly Tate, Secretary
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