UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION STATEMENT
Reg.ss.240.14c-101
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934 (Amendment No. 1)
Check the appropriate box:
[_] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
NEWMARKET CHINA, INC.
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(Name of Registrant as Specified In Its Charter)
Not Applicable
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(Name of Person(s) Filing Information Statement, if other than the Registrant)
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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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NEWMARKET CHINA, INC.
14860 Montfort Drive, Suite 210
Dallas, TX 75254
NOTICE OF ACTION TO BE TAKEN BY
THE SHAREHOLDERS
May 23, 2008
To The Shareholders of NewMarket China, Inc.
NewMarket Technology, Inc. (the "Majority Shareholder") is the holder
of Series A Super Majority Voting Preferred Stock which allows Series A shares
to always vote equal to a majority of the common shares of the total issued and
outstanding stock of NewMarket China, Inc., a Colorado corporation (the
"Company"). The Majority Shareholder intend to adopt the following resolutions
by written consent in lieu of a meeting pursuant to the Nevada Revised Statutes.
1. Authorize the Board of Directors of the Company to cause the
Company to amend its Articles of Incorporation to change the
Company's name from NewMarket China, Inc. to China Crescent
Enterprises, Inc.
Philip Rauch, Chief Financial Officer
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WE ARE NOT ASKING YOU FOR A CONSENT OR A PROXY, AND YOU
ARE NOT REQUESTED TO SEND US A PROXY.
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NEWMARKET CHINA, INC.
14860 Montfort Drive, Suite 210
Dallas, TX 75254
May 23, 2008
SHAREHOLDERS ACTION
The Majority Shareholder submitted its consent to the shareholder
resolutions described in this Information Statement on or about May 23, 2008, to
be effective on or about June 20, 2008. As of May 23, 2008, the Majority
Shareholder holds of record 250,000 shares of the Company's Series A Preferred
Super Majority Voting Stock (equivalent to 40,131,993 common shares) allowing
Series A Preferred to always vote as a majority of the total issued and
outstanding common stock of the Company. The remaining outstanding shares of
common stock are held by several thousand other shareholders.
The Majority Shareholder consists of NewMarket Technology, Inc.
Holders of the common stock of record as of May 27, 2008 are entitled
to submit their consent to the shareholder resolutions described in this
Information Statement, although no shareholder consents other than that of the
Majority Shareholder is required to be submitted in order for the resolution to
be adopted. The Company is not soliciting consents or proxies and shareholders
have no obligation to submit either of them. Whether or not shareholders submit
consents should not affect their rights as shareholders or the prospects of the
proposed shareholder resolutions being adopted. The Majority Shareholder has
consented to all of the shareholder resolutions described in this Information
Statement. Other shareholders who desire to submit their consents must do so by
May 30, 2008 and once submitted will not be revocable. The affirmative vote of
the holders of a majority of the outstanding common stock of the Company is
required to adopt the resolutions described in this Information Statement.
Nevada law does not require that the proposed transaction be approved by a
majority of the disinterested shareholders. A total of 250,000 shares of the
Company's Series A Super Majority Preferred Shares (equivalent to 40,131,993
common shares) were entitled to vote on the Company's proposed transactions
described in this Information Statement.
THE COMPANY AND THE TRANSACTIONS
The Company has its executive offices at 14860 Montfort Drive, Suite
210, Dallas, TX 75254, and its telephone number is (972) 386-3372. As described
in the accompanying NOTICE OF ACTION TO BE TAKEN BY THE SHAREHOLDERS, the
Company proposes to amend its Articles of Incorporation in order to change the
Company's name from NewMarket China, Inc. to
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China Crescent Enterprises, Inc. (the "Amendment").
The name change, which has already been approved by the Board of
Directors, is meant to reflect the Company's independent direction. When the
Company's core operations were established in January of 2005, they were
purposely designed to resemble its parent company. Now the Company has developed
to a point where the similarities between the two organizations are becoming
fewer, and the Company's forward-looking plans will likely broaden the
difference between the two.
The name change is intended to better position the Company in the Asian
market to acquire other companies and access regional investment. The name
change will be made in conjunction with operation changes also intended to
better position the Chinese operation in the Asian market.
The current name, NewMarket China, is not well suited for Asian
business development. The Asian business culture usually associates a "farmer's
market" in connection with the word "market." The new name will be China
Crescent Enterprises. The new name was carefully selected to have significance
within Chinese history and culture. China has historically lived by a lunar
calendar. For example, the annual harvest season is celebrated over "moon
cakes." While the country is popularly believed to be a newly emerging
powerhouse, China has a long history of entrepreneurialism and innovation. With
those considerations in mind, the Company considered the phases of the moon and
how a phase might parallel the economic development seen in China today. After a
New Moon, a Waxing Crescent emerges shedding light. The symbolism of the Waxing
Crescent, and the parallels that can be drawn to the emergence of the fastest
growing economy in the world, are what the Company, soon to be China Crescent
Enterprises, has sought to capture in its new name.
NewMarket China, Inc. is a technology leader in the rapidly developing
Chinese market, specializing today in software engineering, high quality
software development, and digital multimedia outsourcing services delivered to
customers globally. At the same time, the firm is a systems integrator and value
added reseller of major global hardware brands in the Chinese domestic market.
Headquartered in Dallas with operations in Shanghai and Beijing,
NewMarket China bridges the gap between Western and Eastern business cultures to
assist western clients in realizing the advantages of the high quality, low cost
technology products and services available from China. NewMarket China also
assists Western clients in localizing products and services to realize the
tremendous growth potential available by expanding into the Chinese Market.
The Board of Directors of the Company voted unanimously to implement
the Amendment. The Board of Directors believes that the Amendment better
reflects the Company's current business. The Company is not expected to
experience a material tax consequence as a result of the Amendment.
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Beneficial Ownership
The following table sets forth certain information regarding the beneficial
ownership of outstanding shares of Common Stock as of December 31, 2007, by (a)
each person known by the Company to own beneficially 5% or more of the
outstanding shares of Common Stock, (b) the Company's Directors, Chief Executive
Officer and executive officers whose total compensation exceeded $100,000 for
the last fiscal year, and (c) all directors and executive officers of the
Company as a group.
Name and Address Number of % of
Beneficial Owner Shares Outstanding(3)
NewMarket Technology, Inc.
14860 Montfort Drive, Suite 210
Dallas, TX 75254 41,131,993(1) 59.3%
All officers and directors as a group
(4 persons) 0(2) 0%
(1) Includes 250,000 shares of the Company's Series A Preferred Stock. The
shares have a par value of $0.001 per share and a purchase price of $1.00 per
share and bear no dividend. The shares are convertible into 60% of the issued
and outstanding common stock of the Company, any time after August 31, 2007. At
December 31, 2007, these shares would be convertible into 40,131,993 common
shares.
(2) Messrs. John T. Verges, Philip Verges, Philip J. Rauch and Paul Danner, the
officers and directors of the Company, do not own any common stock, options or
warrants exercisable into the common stock of the Company on December 31, 2007.
This does not include shares of the Company held by NewMarket Technology, Inc.,
which Messrs. P. Verges and Rauch are officers of.
(3) Based on 26,754,662 shares of common stock issued and outstanding on
December 31, 2007 and assuming the exercise of 4,132,734 outstanding warrants
and the conversion of the 250,000 shares of Series A Preferred Stock into
40,131,993 shares of common stock, there would be 71,019,389 shares outstanding.
Additional information regarding the Company, its business, its stock,
and its financial condition are included in the Company's Form 10-KSB annual
report and its Form 10-QSB quarterly reports. Copies of the Company's Form
10-QSB for its quarter ending March 31, 2008, as well as the Company's Form
10-KSB for December 31, 2007, the 10-QSBs for quarters ending September 30,
2007, June 30, 2007, and March 31, 2008 are available upon request to: John
Verges, President, NewMarket China, Inc., 14860 Montfort Drive, Suite 210,
Dallas, TX 75254.
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SHAREHOLDER PROPOSALS AND NOMINATING PROCEDURES
Any proposal that a shareholder intends to present at the Company's
2008 Annual Meeting should be received at the Company's principal executive
office no later than July 30, 2008. Any such proposal must comply with Rule
14c-8 of Regulation 14C of the proxy rules of the Securities and Exchange
Commission. Shareholder proposals should be addressed to the Secretary of the
Company.
Nominations for directors to be elected at the 2008 Annual Meeting,
other than those made by the Board of Directors, should have been submitted to
the Secretary of the Company no later than July, 2008. The nomination should
include the full name of the nominee and a description of the nominee's
background in compliance with Regulation S-K of the reporting rules of the
Securities and Exchange Commission.
OTHER MATTERS
The Board of Directors of the Company is not aware that any matter
other than those described in this Information Statement is to be presented for
the consent of the shareholders.
UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO JOHN VERGES, PRESIDENT OF THE
COMPANY, AT NEWMARKET CHINA, INC., 14860 MONTFORT DRIVE, SUITE 210, DALLAS,
TEXAS, TELEPHONE (972) 386-3372. A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-KSB WILL BE PROVIDED WITHOUT CHARGE.
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