SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
/ x / Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
/ / Definitive Information Statement
BALLYNAGEE ACQUISITION CORPORATION
(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 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
BALLYNAGEE ACQUISITION CORPORATION
1005-740 WEST PENDER STREET
VANCOUVER, BC, CANADA V6C 2T8
INFORMATION STATEMENT
INTRODUCTION
This information statement is being mailed or otherwise furnished to
stockholders of Ballynagee Acquisition Corporation, a Delaware corporation
(the "Company"), in connection with the prior receipt by the Board of
Directors of approval by written consent of the holders of a majority of the
Company's Common and Preferred Stock (the "Voting Capital Stock") of a
proposal (the "Proposal") to approve an amendment (the "Amendment") to the
Certificate of Incorporation to (i) increase the authorized capital stock to
110,000,000 shares from 30,000,000 shares, which will include an increase of
the authorized shares of common stock, par value $0.001 per share, to
100,000,000 shares from 20,000,000 shares, and (ii) change the name of the
Corporation to e-Financial Depot.com, Inc.
The Board of Directors believes that it is advisable and in the best
interests of the Company to have available additional authorized but
unissued shares of common stock in an amount adequate to provide for future
needs.
The Board of Directors also believes that it is advisable and in the
best interests of the Company to change the name of the Company to reflect
its new business strategy in the internet, financial markets.
This information statement is being first sent to stockholders on or
about October 11, 1999. The Company anticipates that the Amendment will
become effective on or about November 1, 1999.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
VOTE REQUIRED
The vote which was required to approve the Proposal was the
affirmative vote of the holders of a majority of the Company's Voting
Capital Stock. Each holder of Common Stock is entitled to one (1) vote for
each share held.
The record date for purposes of determining the number of
outstanding shares of Common Stock and Preferred Stock of the Company, and
for determining stockholders entitled to vote, is the close of business on
September 29, 1999 (the "Record Date"), the day on which the Board of
Directors of the Company adopted the resolution setting forth and
recommending the Amendment. As of the Record Date, the Company had
outstanding 2,750,000 shares of Common Stock. Holders of the shares have no
preemptive rights. All outstanding shares are fully paid and nonassessable.
The transfer agent for the Common Stock is Pacific Stock Transfer Company,
Las Vegas, Nevada.
VOTE OBTAINED - SECTION 228 OF THE DELAWARE GENERAL CORPORATION LAW
Section 228 of the Delaware General Corporation Law (the "Delaware
Law") provides that the written consent of the holders of the outstanding
shares of Voting Capital Stock, having not less than the minimum number of
votes which would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted, may be
substituted for such a special meeting. Pursuant to Section 242 of the
Delaware Law and the Bylaws of the Company, a majority of the outstanding
shares of Voting Capital Stock entitled to vote thereon is required in order
to amend the Certificate of Incorporation. In order to eliminate the costs
and management time involved in holding a special meeting and in order to
effect the Amendment as early as possible in order to accomplish the
purposes of the Company as hereafter described, the Board of Directors of
the Company voted to utilize, and did in fact obtain, the written consent of
the holders of a majority in the interest of the Voting Capital Stock of the
Company.
Pursuant to Section 228 of the Delaware Law, the Company is required
to provide prompt notice of the taking of the corporate action without a
meeting to the stockholders of record who have not consented in writing to
such action. This Information Statement is intended to provide such notice.
No dissenters' or appraisal rights under the Delaware Law are afforded to
the Company's stockholders as a result of the approval of the Proposal.
PROPOSAL TO INCREASE THE AUTHORIZED
CAPITAL STOCK OF THE COMPANY
GENERAL
On September 29, 1999, the Board of Directors approved, subject to
stockholder approval, an Amendment to the Company's Certificate of
Incorporation to increase the authorized capital stock to 110,000,000 shares
from 30,000,000 shares, which will include an increase of the authorized
shares of common stock, par value $0.001 per share, to 100,000,000 shares
from 20,000,000 shares. On September 29, 1999, the Proposal was approved by
written consent of a holders of a majority of the Company's common stock.
INCREASE IN AUTHORIZED CAPITAL STOCK
On September 29, 1999, the Board of Directors of the Company
approved, declared it advisable and in the Company's best interests and
directed that there be submitted to the holders of a majority of the
Company's Voting Capital Stock for action by written consent the proposed
amendment to Article IV of the Company's Certificate of Incorporation to
increase the authorized capital stock from 30,000,000 shares to 110,000,000
shares by virtue of an increase in the authorized shares of common stock to
100,000,000 shares from 20,000,000 shares. The Board of Directors has fixed
the close of business on September 29, 1999 as the record date for the
determination of shareholders who are entitled to give consent and receive
this information statement. As of the Record Date, the Company had
outstanding 2,750,000 shares of Common Stock held by approximately 60
shareholders of record.
The Board of Directors believes that it is advisable and in the
Company's best interests to have available additional authorized but
unissued shares of Common Stock in an amount adequate to provide for the
Company's future needs. The additional shares also will be available for
issuance from time to time by the Company in the discretion of the Board of
Directors, normally without further stockholder action (except as may be
required for a particular transaction by applicable law, requirements of
regulatory agencies or by stock exchange rules), for any proper corporate
purpose including, among other things, future acquisitions of property or
securities of other corporations, stock dividends, stock splits, stock
options, convertible debt and equity financing. The availability of
additional authorized but unissued shares will be achieved by increasing the
authorized common stock to 100,000,000 shares. This step is necessary, in
the judgment of the Board of Directors, in order to attract potential new
equity capital and carry out the Company's business objectives.
CERTAIN MATTERS RELATED TO THE PROPOSAL
The Amendment will become effective upon filing the Amendment to the
Company's Certificate of Incorporation, anticipated to be approximately 10
days after this Information Statement has been distributed to the Company's
stockholders.
PROPOSAL TO CHANGE THE NAME OF THE COMPANY
GENERAL
On September 29, 1999, the Board of Directors approved, subject to
stockholder approval, an Amendment to the Company's Certificate of
Incorporation to change the name of the Company from Ballynagee Acquisition
Corp. to e-Financial Depot.com, Inc. On September 29, 1999, the Proposal
was approved by written consent of a holders of a majority of the Company's
common stock.
APPROVAL OF NAME CHANGE
On September 29, 1999, the Board of Directors of the Company
approved, declared it advisable and in the Company's best interests and
directed that there be submitted to the holders of a majority of the
Company's Voting Capital Stock for action by written consent the proposed
amendment to Article I of the Company's Certificate of Incorporation to
change the name of the Company from Ballynagee Acquisition Corp. to
e-Financial Depot.com, Inc. The Board of Directors has fixed the close of
business on September 29, 1999 as the record date for the determination of
shareholders who are entitled to give consent and receive this information
statement. As of the Record Date, the Company had outstanding 2,750,000
shares of Common Stock held by approximately 60 shareholders of record.
The Board of Directors believes that it is advisable and in the
Company's best interests that its name reflect the proposed new business of
the Company, which will be an internet based financial services business.
CERTAIN MATTERS RELATED TO THE PROPOSAL
The Amendment will become effective upon filing the Amendment to the
Company's Certificate of Incorporation, anticipated to be approximately 10
days after this Information Statement has been distributed to the Company's
stockholders.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the
Company regarding the beneficial ownership of each class of the Company's
voting securities as of September 29, 1999, by (a) each beneficial owner of
more than 5% of the Company's Common Stock, (b) executive officers who
earned more than $100,000 during the last fiscal year (c) each director of
the Company and (d) all directors and executive officers of the Company as a
group. Except as otherwise indicated, each person has sole voting and
investment power with respect to all shares shown as beneficially owned,
subject to community property laws where applicable.
Amount and
Nature of
Title of Beneficial Percent of
Class Name and Address of Beneficial Owner Ownership (1) Class
Common Stock Gold Crown Holdings Ltd. 74.1%
22 Hill Street 2,000,000
St. Hellier, Jersey JE4 8X2
Common Stock John F. Huguet 400,000 (2) 13.8%
4788 Woodgreen Drive
West Vancouver, BC V75 228
Common Stock Randy Doten 50,000 1.8%
1005-750 West Pendar Street
Vancouver, BC, Canada V6C 2T8
Common Stock All Directors and Officers as a group (two 450,000 (2) 15.1%
persons
___________________________
(1) Applicable percentage ownership is based on 2,75000 shares of Common
Stock outstanding as of April 29, 1999.
(2) Reflects 200,000 shares held by Mr. Huguet and an option to purchase
an additional 200,000 shares issued to Mr. Huguet exercisable for
three years at $15.00 per share.
On September 8, 1999, the Company entered into a Stock Exchange
Agreement between the Company and Talk Stock with Me, Inc. pursuant to which
on September 20, 1999 the Company has issued an aggregate of 2,000,000
shares of common stock to the shareholders of Talk Stock with Me, Inc. and
will effectuate a four shares for one share stock dividend to all
shareholders. The Company became the sole shareholder of RJI Investments,
Inc. (formerly Talk Stock with Me, Inc.).
As a result of the Agreement, the single largest shareholder of
the Company is Gold Crown Holdings Limited, the prior sole shareholder of
RJI Investments, Inc. with 2,000,000 shares of stock prior to the dividend,
representing approximately 80% of the issued and outstanding stock. RJI
Investments intends to cause the Company to change its name to e-Financial
Depot.com, Inc. and undertake a financial services business on the internet
which was previously undertaken by RJI Investments, Inc. as well as in
connection with other financial service businesses currently under
consideration for acquisition by the combined entities.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John F. Huguet
John F. Huguet
President and Chief Executive Officer
September 30, 1999