BRIGHTON TECHNOLOGIES CORPORATION
519 SW Third Avenue, Suite 805
Portland, OR 97204
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Information Statement pursuant to sections 14(C) and 14(F)
of the securities and exchange act of 1934
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WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
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This Information Statement (the "Information Statement") is being
mailed on or about March 16, 2001 to the holders of record at the close of
business on February 27, 2001, of the common stock, $.001 par value per share
(the "Common Stock") of Brighton Technologies Corporation (the "Company"), in
connection with the Company's acquisition of Seedling Technology Ventures, Inc.
("Seedling") and appointment of certain persons to the Board of Directors of the
Company other than at a meeting of the shareholders of the Company.
This Information Statement is also being mailed to the Company's
shareholders in connection with a proposed action by written consent to
authorize and approve: an Amendment to the Company's Certificate of
Incorporation to change the name of the Company to "Seedling Technologies
Corporation." Members of the Board of Directors own or have voting authority for
25,030,418 shares of Common Stock. These shareholdings represent approximately
52% of the total outstanding votes of all issued and outstanding Common Stock of
the Company and are sufficient to take the proposed action on the record date of
February 27, 2001. Dissenting shareholders do not have any statutory appraisal
rights as a result of the action taken. All members of the Board of Directors
have indicated their intentions to execute written consents in favor of the
proposed action on behalf of the shares of the Company which they own or for
which they have voting authority. The Board of Directors does not intend to
solicit any proxies or consents from any other shareholders in connection with
this action.
Pursuant to the provisions of Delaware law and the Company's
Certificate of Incorporation, the amendments require the approval of a majority
of such shares. Accordingly, the vote of the Board is sufficient to approve
these matters, which the Company's management believes is in the best interests
of the Company and its shareholders.
This Information Statement is being distributed pursuant to the
requirements of Sections 14(c) and 14(f) of the Securities Exchange Act of 1934.
The entire cost of furnishing this Information Statement will be borne
by the Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this information Statement to the
beneficial owners of the Common Stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in connection therewith.
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INFORMATION RELATING TO THE COMPANY'S COMMON STOCK
The shares of Common Stock are the only class of voting securities of
the Company outstanding. Each share of Common Stock is entitled to one vote per
share on all matters submitted to a vote of the shareholders. As of February 27,
2001 the Company had 47,928,754 shares of the common stock outstanding.
CHANGE OF CONTROL OF THE COMPANY
On November 3, 2000 the Company entered into an agreement to acquire
(the "Acquisition") 100% of the issued and outstanding common stock of Seedling
for an aggregate of 37,439,025 shares of common stock of the Company. On
February 20, 2001 the Company issued these shares to the shareholders of
Seedling.
At present, Seedling's shareholders own approximately 78.1% of the
outstanding Common Stock and are able to elect new directors and officers either
at a meeting of shareholders or by written consent.
BOARD OF DIRECTORS
General
Management of the Company, prior to the Acquisition (collectively
referred to as "Prior Management') is set forth below:
Name Position
---- --------
Kit Kung Chairman of the Board and Chief Executive Officer
Hong Yun Secretary and Director
Nils Ollquist Director
Michael Muldavin Director
Prior Management resigned effective as of November 3, 2000 and the
following individuals (collectively referred to as "New Management") have
assumed the positions set forth next to their names:
Name Age Position
---- --- --------
Douglas B. Spink 30 Chairman of the Board, Chief
Executive Officer
Paul R. Peterson 33 President and Director
Douglas B. Spink, Chief Executive Officer: Mr. Spink is the founder of Seedling
Technology Ventures, Incorporated. In addition to day-to-day executive
responsibilities, he has authority for all corporate financing and acquisitions.
Prior to founding Seedling, Mr. Spink has had extensive experience with early
stage Internet and technology companies. In 1998 Mr. Spink founded Strategicus
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Partners, Inc., a technology consultancy and e-commerce business incubator. That
company was acquired by The Stonepath Group, Inc. (f/k/a Net Value Holdings) in
mid-1999, at which point Mr. Spink joined the board of directors and became that
company's Chief Technical Offer. Mr. Spink resigned his positions with Stonepath
in January 2000. During the past five years Mr. Spink has invested in,
co-founded, or served as an advisor to several e-commerce companies, including
webmodal.com (co-founder and board member), assetexchange.com (investor),
Bidland.com (advisor) and matacat.com (founder, investor and board member).
Prior to Stategicus, Mr. Spink founded and served as CEO of athletica.com and
Timberline Direct, a sports nutritional portal and direct marketing company,
respectively. He sold both of these companies to a large Northwest retailer in
1998. Mr. Spink was formerly a consultant with the Boston Consulting Group and
an analyst at Leo Burnett & Co., where he consulted in marketing with Fortune
100 companies.
Mr. Spink earned his MBA in marketing from the University of Chicago, his BA in
cultural anthropology from Reed College and is currently studying for his Ph.D.
in Systems Science at Portland State University, with a research focus on
quantitative theories of consciousness. Mr. Spink is also the owner of
Timberline Farms LLC, an importer and breeder of Grand Prix showjumping
Holsteiner horses.
Paul R. Peterson, President and Director: Mr. Peterson is responsible for all
aspects of the company's operations. Mr. Peterson joined Seedling Technology
Ventures Incorporated in January 2000. From February 1998 until January 2000 Mr.
Peterson was Vice President at Discover Mortgage Bank, where he managed
cross-collateral lending on securities and real estate. From January 1996
through January 1998 Mr. Peterson was the President of Investors Network
Corporation, a Honolulu-based venture capital firm. From June 1994 to December
1995, Mr. Peterson was Vice President, Corporate Finance of Wall Street
Financial, an investment banking firm and investment holding company.
Mr. Peterson has a masters degree in International Business Management from
Kansai University of Foreign Studies in Osaka, Japan. Mr. Peterson received
undergraduate degrees from the University of Minnesota and St. Thomas College in
Foreign Languages, Linguistics and International Business and Economics,
respectively.
Each member of New Management has been nominated to serve in such
position until the next annual meeting of shareholders and until their
successors have been duly elected and shall have qualified.
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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date information
concerning ownership of the Company's securities by (i) each Director, (ii) each
executive officer, (iii) all Directors and executive officers as a group; and
(iv) each person known to the Company to be the beneficial owner of more than
five percent of each class:
Name and Address(1) Amount and Nature Percent of
Title of Class of Beneficial Owner(2) of Beneficial Ownership Class(3)
- -------------- ----------------------- ----------------------- --------
Common Stock Douglas B. Spink 24,404,658 50.92%
Paul R. Peterson 625,760 1.30%
Spice Island Products, Inc. 2,431,250 5.07%
Property Management
Services, Inc. 2,566,250 5.35%
Jerry Bermensolo 2,450,495 5.11%
Kit Kung 2,715,035 5.66%
All executive officers
and Directors as a Group
(2 persons) 25,030,418 52.22%
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(1) Unless otherwise indicated, the address of each beneficial owner is c/o
Seedling Technology Ventures, Inc., 519 SW Third Avenue, Suite 805,
Portland, Oregon 97204.
(2) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise indicated, represents
securities for which the beneficial owner has sole voting and investment
power.
(3) Based upon 47,928,754 shares outstanding on February 27, 2001.
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APPROVAL OF AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION
The Company's board of directors approved the amendment to the
Company's Certificate of Incorporation to change the name of the Company to
Seedling Technologies Corporation. The Board, which holds approximately 52% of
the Company's common stock has approved these actions and will vote their shares
in favor of these matters at the meeting.
Change of Corporate Name
The Company has acquired Seedling Technology Ventures, Inc. The closing
occurred on February 20, 2001.
The change of corporate name will become effective upon the filing with
the Secretary of State of an amendment to the Company's Certificate of
Incorporation which states that, upon the filing of the Certificate of Amendment
the name of the Corporation will be Seedling Technologies Corporation.
Approval Required
The approval of a majority of the outstanding stock entitled to vote
will be necessary to approve the proposed amendment. As discussed above, the
Company's Board of Directors, on February 27, 2001, the record date of the
transaction, hold voting authority for stock representing approximately 52% of
the votes of the Company's outstanding stock. They have executed written
consents voting those shares in favor of the proposed amendment. The Board of
Directors does not intend to solicit any proxies or consents from any other
shareholders in connection with this action.
OTHER MATTERS
The Board of Directors does not know of any other matters to be brought
before the meeting.
By Order of the Board of Directors
/s/ Douglas B. Spink
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Douglas B. Spink
Chairman of the Board
March 16, 2001
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