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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
CURRENT REPORT
PURSUANT TO SECTION 14(C)
Of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 25, 2004
THE FLAMEMASTER CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation or organization)
338490-10-5 95-2018730
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(CUSIP Number) (IRS Employer Identification Number)
11120 Sherman Way
Sun Valley, California 91352
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(Address of principal executive offices)
(818) 982-1650
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(Registrant's telephone number, including area code)
We Are Not Asking You For a Proxy
AND
You Are Requested Not to Send Us A Proxy
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
Payment of filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14(c) - 5(g)
and C-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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 C-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 No.:
3) Filing Party:
4) Date Filed
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THE FLAMEMASTER CORPORATION
11120 Sherman Way
Sun Valley, California 91352
Notice of Proposed Action by Written Consent
Of a
Majority of the Outstanding common stock
taken on or about February 22, 2004.
To the Stockholders of The Flamemaster Corporation
Notice is hereby given that by Written Consent by the holders of a majority of
the outstanding common stock of The Flamemaster Corporation (The "Company") it
has been proposed that the Company:
(1) The Company will distribute one share of common stock in Flamemaster
Aerospace Corporation for every 50 (fifty) shares of Company stock
held on record date. The stock to be distributed will be restricted
stock bearing a legend and will constitute the operations of the
Company and most of the assets.
(2) The remaining assets, approximately $20,000. in cash and cash
equivalent, the public entity, and the Company's trading symbol "FAME"
will be merged into Cyberhotline on a one to one basis.
(3) Holders of fewer than 50 (fifty) shares will not receive shares in
Flamemaster Aerospace Corporation, but will receive cash in lieu of
fractions at the rate of $175.00 (one hundred seventy five dollars)
per Flamemaster Aerospace share or $3.50 (three dollars fifty cents)
per Company share.
(4) Shares in The Flamemaster Corporation will become shares of
Cyberhotline on the effective date.
(5) The Flamemaster Corporation will issue approximately 1,535,000 shares
to acquire the assets and operations of Cyberhotline.
(6) Flamemaster Aerospace will continue operating the current Flamemaster
operations, but will not be a reporting public company.
Only stockholders of record at the close of business on March 02, 2004 will be
given Notice of the Action by Written Consent. The Company is not soliciting
proxies.
By Order of the Board of Directors
/s/ Mary Kay Eason
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Secretary of the Company
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FLAMEMASTER CORPORATION
SUN VALLEY, CALIFORNIA
INFORMATION STATEMENT
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NOTICE OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF
MAJORITY STOCKHOLDERS IN LIEU OF A SPECIAL MEETING OF STOCKHOLDERS
To Our Shareholders:
Notice is hereby given that the Flamemaster Corporation will distribute one
share of common stock in Flamemaster Aerospace Corporation for every 50 (fifty)
shares of Flamemaster held on the record date. The stock to be distributed will
be restricted stock bearing a legend and will constitute the operations of the
company and most of the assets.
The remaining assets, approximately $20,000.00 in cash and cash equivalent, the
public entity, and the Company's trading symbol "FAME" will be merged into
Cyberhotline on a one to one basis. Cyberhotline is an on line Internet service
provider operating throughout the United States and Canada including Alaska and
Hawaii.
The holders of fewer than 50 (fifty) shares will not receive shares in
Flamemaster Aerospace Corporation, but receive cash in lieu of fractions at the
rate of $175.00 (one hundred seventy five dollars) per Flamemaster Aerospace
share or $3.50 (three dollars fifty cents) per Flamemaster share.
Shares in Flamemaster Corporation will become shares of Cyberhotline on the
effective date. Flamemaster will issue approximately 1,535,000 (one million five
hundred thirty five thousand) shares to acquire the assets and operations of
Cyberhotline.
Flamemaster Aerospace will continue operating the current Flamemaster
operations, but will not be a reporting company.
The Flamemaster Aerospace stock will not be registered under the Securities
Exchange Act of 1934. This means that we will not file periodic reports with the
Securities Exchange Commission including, among other things, annual reports on
form 10-KSB and quarterly reports on form 10-QSB and we will not be subject to
the SEC's Proxy Rules. In addition, our common stock will not be eligible for
trading on the NASDAQ Market.
We are mailing the information statement on or about March 9, 2004 to
shareholders of record at the close of business on March 02, 2004.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND NO SHAREHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
We are not asking you for a proxy and you are NOT requested to send us a proxy.
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By Order of the Board of Directors,
Joseph Mazin
Chairman, President and
Chief Executive Officer
2
FLAMEMASTER CORPORATION
INFORMATION STATEMENT
DATE: FEBRUARY 25, 2004
The action referred to in this information statement was authorized by the
written consent of the number of necessary shares required to authorize such a
transaction under the California General Corporation Law (CGCL). This
information statement is being provided to deliver notice pursuant to the CGCL
to shareholders of Flamemaster Corporation (The "Company") who did not consent
to the action discussed in this statement.
WE ARE NOT ASKING YOU FOR A PROXY AND
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YOU ARE REQUESTED NOT TO SEND US A PROXY.
ACTION TO BE TAKEN
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More than a majority of the outstanding shares of the Company's common stock
entitled to vote thereon have consented, in lieu of a meeting, to authorize the
Company to spin-off the operations of the Company, doing business as Flamemaster
Corporation, to the shareholders of the Company with the distribution of one
share of common stock in Flamemaster Aerospace Corporation for every 50 (fifty)
shares of Flamemaster held on the record date. Fractional shares will not be
issued, therefore holders of fewer than 50 (fifty) shares in Flamemaster
Corporation (the Company) will not receive shares in Flamemaster Aerospace
Corporation, but will receive cash in lieu of fractions at the rate of $175.00
USD (one hundred seventy five dollars) per Flamemaster Aerospace share or $3.50
(three dollars and fifty cents) per current Flamemaster share.
The Flamemaster Aerospace Corporation shares to be distributed will be
restricted stock, and will bear a legend.
The holders of more than a majority of the outstanding shares of the Company
further consented to merging the Company into Cyberhotline on a one to one
ratio. Shares of the Company will become shares in Cyberhotline, an Internet
service provider operating throughout the United States and Canada including
Alaska and Hawaii.
REGULATORY APPROVALS
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No federal or state regulatory approvals are required or must be obtained in
connection with the proposed transactions.
FINANCIAL INFORMATION
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The Company's 10Q for the quarter ended December 31, 2003 was filed on February
10, 2004.
CONTACT INFORMATION
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The principal office of the Company is located at 11120 Sherman Way, Sun Valley,
California 91352. The telephone number is (818) 982-1650.
The principal office of Cyberhotline is 1642 Westwood Blvd., Suite 201, Los
Angeles, CA 90024. The telephone number is (310) 470-9358.
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RELATIONSHIPS
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The proposed transaction with Cyberhotline was negotiated at arm's length and
the Company is not aware of any relationships, familiar or otherwise, between
the Company, it's directors, it's executive officers or any of it's affiliates
and Cyberhotline.
CONSENTS OBTAINED
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The Company has already obtained the consents of the following shareholders in
order to authorize the transaction. The shares represented by the consents are
1,058,079 or more than 65.6% of the outstanding.
NAME NUMBER OF SHARES OWNED
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(Either directly or beneficially)
Altius Investment Corp. 418,832
Joseph and Donna Mazin 279,400
Leon and Irene Gutowicz 79,800
Violette Mazin 56,000
George Vlahos
Gods Universal Life Church 54,000
Robert Artner 36,716
Donald and Barbara Waite 41,221
Leland Polak 28,500
Stuart Weinstein and family 28,500
Flamemaster Profit Sharing Plan 19,388
Kenneth Chenard 4,347
Joshua Mazin 3,500
David Mazin 3,500
StarBiz Corporation 2,370
William Deutsch 2,005
No director of the Company has informed the Company that he or she intends to
oppose any action to be taken by the Company in connection with this information
statement and as indicated above, has consented thereto.
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DISSENTER'S RIGHTS
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A shareholder of the Company shall have a right to receive payment for his/her
or it's shares of the common stock as a result of the transaction with certain
limitations.
Under the CGCL, any holder of the common stock has the right to dissent from the
transaction and to be paid the fair market value for his/her or it's shares of
the common stock. The fair market value will be determined as of the day before
the first announcement of the proposed transactions (which was February 24,
2004). In making such determination, the Company, the dissenting shareholders,
and if applicable, a court are to exclude any appreciation or depreciation to
the fair market value of the shares as a consequence of the proposed merger and
spin-off. An adjustment will be made for any stock split, reverse stock split or
stock dividend thereafter affected. The dissenting shareholder/s will be limited
as to the number of shares that may be sold for cash to 2,500 shares per
household and per legal owner.
The shares of Flamemaster are very thinly traded and either a large demand or a
large supply would affect the price of the stock severely.
If such shareholder is not able to reach an agreement with the Company as to the
fair market value of his/her or it's shares of the common stock, such
shareholder has the right to have the fair market value of his/her or it's
shares of the common stock judicially determined, and paid to the shareholder in
cash, provided that the shareholder fully complies with the provisions of
Section 1300 through 1312 of the CGCL.
Making sure that a shareholder actually perfects his/her or it's dissenter's
rights can be complicated. The procedural rules are specific and must be
followed precisely. Failure to comply with the procedure may cause a termination
or waiver of the dissenter's rights. The Company will not give the dissenting
shareholder any notice other than as described in this information statement and
as required by the CGCL.
If you are a shareholder and you wish to exercise your dissenter's rights, you
must satisfy the provisions of the CGCL.
You must file a written notice of intention to demand to be paid the fair market
value of your shares. You must deliver to the Company a written notice of
intention to demand to be paid the fair market value of your shares within 30
days from the date of the notice of this transaction. Your failure to make such
demand within the 30-day period results in the loss of your dissenter's right to
be paid.
If you are a shareholder who intends to exercise dissenter's rights, you should
mail or otherwise deliver a written notice of intention to demand to be paid the
fair market value of your shares to:
Flamemaster Corporation
11120 Sherman Way
Sun Valley, CA 91352
Attn: Joshua M. Mazin,
Manager & Asst. Secretary
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You must surrender your stock certificate (s) within 30 days after this notice
is mailed, you must deliver your stock certificate (s) properly signed to the
Company so that the Company may make a notation on the certificate (s)
reflecting your demand. If you fail to submit your stock certificate (s) to the
Company in full and signed within this time frame, you will lose your right to
be paid the fair market value of your shares.
You must continuously hold your shares:
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You must continuously hold your shares of the common stock from the date you
file the notice of intention to demand to be paid the fair market value of your
shares through at least the date you surrender your shares for endorsement after
the notice by the Company is sent to you.
If you are not able to agree with the Company as to the fair market value of
your shares, then within six months after this notice was mailed to you, you may
commence an action against the Company in the Superior Court of California, Van
Nuys, California, for a determination of the fair market value of your shares.
The court could determine that the fair value of shares of stock is more than,
the same as, or less than the value of your shares as a result of the merger and
spin-off. To determine the fair value, the court will consider all relevant
factors except for any appreciation or depreciation of market value due to
anticipation or accomplishment of the merger and spin-off.
Costs and Expenses:
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The cost of the appraisal proceeding (including the cost of any appraiser) may
be assessed against the Company and the shareholders participating in the
appraisal proceeding in such manner as the court deems equitable.
Loss of Shareholder's Rights:
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Until the fair market value of your dissenters' shares is determined, you
continue to have all rights and privileges incident to such shares. You can,
however, lose your dissenting shareholder status if you do not file an action
within the statuary period. Additionally, a dissenting shareholder may not
withdraw a demand for payment without the consent of the Company.
If you fail to comply strictly with the procedures described above, you will
lose your right to be paid the fair market value of your shares. Consequently,
if you wish to exercise your right to be paid the fair market value of your
shares, we strongly urge you to consult a legal advisor before attempting to
exercise your right to be paid the fair market value of your shares.
We are not seeking your vote. We are not asking you for a proxy and you are
requested not to send us a proxy.
By Order of the Board of Directors,
FLAMEMASTER CORPORATION
Joseph Mazin
Chairman, President and
Chief Executive Officer
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