SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 14f
NOTICE TO SHAREHODLERS:
NOTICE OF ARRANGEMENT REGARDING ELECTION OF DIRECTORS
WITHOUT A MEETING
Pursuant to Section 14(f) of the Securities Exchange Act of 1934
Date of Designation: 10 days after the date of filing of this
Notice and transmittal thereof to the Registrant's shareholders.
Commission File number: 000-49797
Premium Enterprises, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-10669559
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State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification
Number)
7609 Ralston Road, Arvada, CO 80002
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(Address of principal Executive Offices Zip Code)
Registrant's telephone number, including area code: (303) 422-8127
GENERAL
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This Information Statement is being mailed on or about April 20, 2003 to
the holders of record as of April 17, 2003, of common stock, par value $0.001
per share (the "common stock"), of Premium Enterprises, Inc., a Colorado
corporation (the "Company"). You are receiving this Information Statement in
connection with the Company's appointment of directors to the Board of Directors
of the Company (the "Designee").
Changes in Control of Registrant
On December 30, 2002, the Company entered into an Agreement and Plan of
Reorganization with the shareholders of eTotalSource, Inc., a Colorado corpora-
tion, pursuant to which the Company will acquire 91% of the issued and outstand-
ing stock of eTotalSource, Inc. in exchange for 15,540,011 common shares of the
Company. The exchange of shares took place effective December 30, 2002.
Effective ten days after this Notice to Shareholders is mailed, Wesley F.
Whiting will have resigned as Director. Terry Eilers has become President and
was appointed to Board of Directors. Michael Sullinger, Cody Morrow, Richard
Barber, and Virgil Baker have been appointed to the Board effective 10 days
after transmittal of this Information Statement to the Company's shareholders,
in compliance with Section 14F of the Securities and Exchange Act of 1934.
No action is required by the shareholders of the Company in connection with
the election of appointment of the Designees to the Board. However, Section
14(f) of the Securities Act of 1934, as amended (the "Exchange Act"), requires
the mailing to the Company's shareholders of this Information Statement not less
than ten days prior to the change in a majority of the Company's directors
otherwise than at a meeting of the Company's shareholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Shares Outstanding
As of March 16, 2003, there were 17,565,151 voting shares of the
Registrant's common stock outstanding. Registrant has only one class of voting
securities outstanding which is, common stock, each share entitling the holder
thereof to one vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following persons are known by the Registrant to own or control
beneficially more than five percent of its outstanding $.01 par value common
stock, its only class of voting stock. The table below also sets forth the total
number of shares of the Registrant's outstanding voting stock owned by its
officers and directors and by persons designated to become directors:
Number of Percent
Name and Address of Shares Owned of Shares
Beneficial Owner Beneficially Owned
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Terry Eilers (1) 8,399,457 (7) 48%
300,000 (4) 1.6%
Richard Barber (3) 584,352 3%
25,000 (4) .1%
Wesley F. Whiting (2) 75,000 (5) .4%
Virgil Baker (1)(3) 987,033 (6) 5.6%
300,000 (4) 1.6%
Michael Sullinger (1)(3) 68,544 .3%
200,000 (4) 1%
Cody Morrow (3) 1,645,056 9.3%
Clark Davenport 1,535,386 8.7%
Total owned by officers, Directors,
and appointees 11,723,442 66.4%
850,000 options
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Total 12,573,442 67.7%
(1) Officer
(2) Resigning Director
(3) Proposed Director
(4) Options exercisable in 60 days
(5) Includes shares due and authorized by minutes
(6) Includes shares owned by Deborah Baker
(7) Includes shares owned by Tara Eilers
Changes In Control Of Registrant
On December 30, 2002, the Company entered into an Agreement and Plan of
Reorganization with the shareholders of eTotalSource, Inc., a Colorado corpora-
tion, pursuant to which the Company will acquire all of the issued and outstand-
ing stock of Statmon in exchange for 17,000,000 common shares of the Company.
The exchange of shares took place effective December 30, 2002.
DIRECTORS AND EXECUTIVE OFFICERS
The current Directors and Executive officers of Registrant are:
Terry Eilers President/Director
Wesley F. Whiting Director/Assistant Secretary
Virgil Baker CFO
Michael Sullinger COO/Secretary
Legal Proceedings
No current director or future director, officer, or affiliate of the
Registrant, five percent holder of any class of voting securities of the
Registrant, nor any associate of the above, is a party adverse to the Registrant
or has a material interest adverse to the Registrant.
MANAGEMENT
IDENTIFICATION OF DIRECTORS
TO BE APPOINTED WITHOUT SHAREHOLDER MEETING
Upon ten days after the filing of this Form and mailing of this Notice to
Shareholders, a present Director of the Company, Wesley F. Whiting, will resign
and the appointments of Virgil Baker, Cody Morrow, Richard Barber, and Michael
Sullinger will be effective as directors.
The persons nominated to be directors of the Registrant, and their ages,
are as follows:
NAME AGE
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Virgil Baker 50
Michael Sullinger 59
Cody Morrow 49
Richard Barber 62
Business Experience
The following is a brief account of the business experience during at least
the past five years of the persons designated to be new directors of the
Registrant, indicating the principal occupation and employment during that
period by each, and the name and principal business of the organizations by
which they were employed.
Terry Eilers - CEO Chairman, Director and Founder of eTotalSource, Inc. -
1994-Present - Former VP and Regional Manager, Regional Training Director for
Lawyers Title Company, 1984-1987, Creation, operation and sale of Sydney Cambric
Publishing 1983-1985 , implemented marketing and management systems, developed
and supervising management training and conducting live seminars to nearly 1
million people worldwide for many Fortune 500 companies such as, Bank of
America, Coldwell Banker, IBM, Xerox, and First American Financial. Over the
past 30 years, his management and computer sales programs have been utilized by
major real estate entities, banks, savings and loans, insurance companies, sales
and research organizations and publishing companies worldwide such as Norwest
Mortgage, Century 21, Sun Trust, Stewart Title Company, and Lawyers Title.
1980-1994. Note: Mr. Eilers has already been appointed as a director.
He is a frequent author, having written, and published through Crescent
Publishing, Sydney Cambric Publishing and the Disney Corporation-Hyperion
Publishing, 12 books concentrated in the real estate, business management and
personal development fields. Some of the titles Mr. Eilers has written include:
How to Sell Your Home Fast (Disney/Hyperion), How To Buy the Home You Want
(Disney/Hyperion), The Title and Document Handbook (Sydney Cambric), Mortgage
Lending Handbook (Sydney Cambric), Mastering Peak Performance (EMR Publishing),
Real Estate Calculator Handbook (Sydney Cambric). He is a AA Administration of
Justice - Sacramento City College 1971 Extensive Course Work - California State
College/Sacramento, Yuba College, Lincoln School of Law 1970-1985.
Virgil Baker-CFO Director and founder of eTotalSource, Inc. 1996-Present.
Formerly the CFO for AGRICO, a large agriculture corporation 1993-1996 -
designed and integrated the network programs for the accounting, cash flow and
inventory systems on a nationwide basis. Mr. Baker had the added responsibility
for all of the International commerce generation. He has a BA Accounting -
California State University/Chico -1992.
Michael Sullinger-COO - In-house legal counsel of eTotalSource, Inc.
Extensive background in development and management of partnerships and joint
ventures. Previous private legal practice involved business litigation,
formation of business entities and advising principals and directors in the
planning and operation of various companies. Has served as a Board of Director
on numerous government, business and philanthropic organizations. He has a BA
Business - San Francisco State University 1977 JD - California Northern School
of Law 1993.
Cody Morrow - Director of eTotalSource, Inc., President of Morrow Marketing
International 1995-present, $200 million+ annual sales nationally and
internationally. Current direct business operations in Europe, Thailand and
India. Many years experience in opening foreign markets. Prior to Morrow
Marketing, Cody was President of Monarch Development Corporation 1989-1993 a
Southern California based Real Estate Development Company.
Richard Barber - Director of eTotalSource, Inc., Founder and senior partner
of A. Richard Barber & Associates 1983-Present, a literary agency and consultant
to numerous major publishing companies. He was also the Director of Development
for Network Enterprises, Inc., 1969-1983 where he supervised the creations and
writing of television and film properties. Former Director and Senior Editor of
Public Relations, for Viking Penguin, Inc. Lecturer in publishing at New York,
Harvard and Radcliff Universities, 1971-1989. His Academic Background is:
Phillips Exeter Academy, Exeter Fellow in History (1963-1965), Columbia
University, M.A, Ph.D (1962-1963). Course work at Dartmouth College, Special
Dartmouth Fellow, A.B., and study programs with Corey Ford at Harvard, William &
Mary, University Of Michigan, British Museum, Oxford University and Columbia
University (1961-1962).
Involvement in Certain Legal Proceedings
No appointee for a director position has been subject of any civil
regulatory proceeding or any criminal proceeding in the past five years.
No person who is an officer or director was convicted in a criminal
proceeding or is a named subject of a pending criminal proceeding (excluding
traffic violations and other minor offenses).
No person who is an officer or director was the subject of any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining him from,
or otherwise limiting, the following activities:
1. Acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading
Commission, or an associated person of any of the foregoing, or as an investment
adviser, underwriter, broker or dealer in securities, or as an affiliated
person, director or employee of any investment company, bank, savings and loan
association or insurance company, or engaging in or continuing any conduct or
practice in connection with such activity;
2. Engaging in any type of business practice; or
3. Engaging in any activity in connection with the purchase or sale of any
security or commodity or in connection with any violation of Federal or State
securities laws or Federal commodities laws.
No person who is an officer or director was the subject of any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
Federal or State authority barring, suspending or otherwise limiting for more
than 60 days the right of such person to engage in any activity described in
paragraph 1 of this section, or to be associated with persons engaged in any
such activity.
No person who is an officer or director was found by a court of competent
jurisdiction in a civil action or by the Commission to have violated any Federal
or State securities law, and the judgment in such civil action or finding by the
Commission has not been subsequently reversed, suspended or vacated.
No person who is an officer or director was found by a court of competent
jurisdiction in a civil action or by the Commodity Futures Trading Commission to
have violated any Federal commodities law, and the judgment in such civil action
or finding by the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated.
Transactions With Management And Others
No related party transactions have occurred in the transitional year ended
December 31, 2002.
No officer, director, or affiliate of the Company has or proposes to
have any direct or indirect material interest in any asset proposed to be
acquired by the Company through security holdings, contracts, options, or
otherwise, except that pursuant to the Plan and Agreement of Reorganization with
eTotalsource, Inc. certain persons received shares:
Terry Eilers 8,372,039
Clark Davenport 1,535,386
Morrow Revocable Trust 1,645,056
(John Morrow)
Michael Sullinger 200,000
Virgil Baker 300,000
Richard Barber 25,000
Wesley Whiting 75,000
The Company has adopted a policy under which any consulting or finder's
fee that may be paid to a third party for consulting services to assist
management in evaluating a prospective business opportunity would be paid in
stock or in cash. Any such issuance of stock would be made on an ad hoc basis.
Accordingly, the Company is unable to predict whether or in what amount such a
stock issuance might be made.
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires that the Company's officers and directors, and persons who own more
than ten percent of the registered class of the Company's equity securities,
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten percent
stockholders are required by regulation to furnish to the Company copies of all
Section 16(a) forms they file.
Committees Of The Board Of Directors
At this time, the Registrant has no standing audit, nominating and
compensation committees of the Board of Directors, or committees performing
similar functions, nor does it propose to have the same following the
appointment of the new directors.
Meetings Of The Board Of Directors
There were irregular meetings of the Registrant's Board of Directors during
the current fiscal year and during the past fiscal year, as necessary.
SUMMARY COMPENSATION TABLE OF EXECUTIVES
Annual Compensation Awards
Name & Principal Year Salary Bonus Other Restricted Securities ALL
Position ($) ($) Annual Stock Underlying LONG TERM OTHER
Comp- Award(s) Options/SARS COMPENSATION COMPENSA-
ensation ($) (#) / OPTION TION
($)
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Ronald D. Morrow,
President (Resigned 2002) 2000 0 0 0 0 0 0 0
2001 $50,000* 0 0 0 0 0 0
2002 0 0 0 0 0 0 0
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Terry Eilers, President, 2000 $50,000 0 0 0 0 0 0
CEO 2001 $111,000 0 0 0 200,000 0 0
2002 $37,000 0 0 0 100,000 0 0
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Michael Sullinger, 2000 0 0 0 0 0 0 0
Secretary, COO, Legal Counsel 2001 0 0 0 0 0 0
2002 0 0 0 0 200,000 0 0
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Wesley F. Whiting, 2002 0 0 10,000 shares 0 0 0 0
Assistant Secretary
(Former Pres., resigned 2002)
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Virgil Baker, CFO 2000 $27,000 0 0 0 0 0 0
2001 $72,000 0 0 0 200,000 0
2002 $18,000 0 0 0 100,000 0 0
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Directors' Compensation for Last Fiscal Year
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Name Annual Meeting Consulting Number Number of ALL
Retainer Fees Fees/Other of Securities LONG TERM OTHER
Fee ($) ($) Fees ($) Shares Underlying COMPENSATION COMPENSA-
(#) Options / OPTION TION
SARs(#)
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A. Director 2002 0 0 0 0 0 0 0
Ronald D. Morrow 2001 0 0 0 0 0 0 0
(Resigned)
B. Director 2002 0 0 0 0 0 0 0
Terry Eilers 2001 0 0 0 0 0 0 0
C. Director 2002 0 0 0 0 0 0 0
Michael Sullinger 2001 0 0 0 0 0 0 0
(Designee)
D. Director 2002 0 0 0 0 0 0 0
Virgil Baker 2001 0 0 0 0 0 0 0
(Designee)
E. Director 2002 0 0 0 0 0 0 0
Cody Morrow 2001 0 0 0 0 0 0 0
(Designee)
F. Director 2002 0 0 0 0 25,000 0 0
Richard Barber 2001 0 0 0 0 0 0 0
(Designee)
G. Wesley F. Whiting 2002 0 0 0 0 0 0 0
(Resigned 2002) 2001 0 0 0 0 0 0 0
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Notice to be signed on its behalf
by the undersigned, thereunto duly authorized.
April 23, 2003 PREMIUM ENTERPRISES, INC.
By: /s/ Terry Eilers
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Terry Eilers, President