SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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INFORMATION STATEMENT PURSUANT TO
SECTION 14F-1 OF THE
SECURITIES EXCHANGE ACT OF 1934
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SNELLING TRAVEL, INC.
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(Name of Subject Company)
Common Stock, $.001, par value per share
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(Title of Class of Securities)
83306R 20 6
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(CUSIP Number of Class of Securities)
Rollins C. Snelling, Jr.
President
4636 Village Drive
Fernandina, Florida
(904) 261-7711
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(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
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With a copy to:
L. Van Stillman, Esq.
Law Office of L. Van Stillman, PA
1177 George Bush Blvd., Suite 308
Delray Beach, Florida 33483
(561) 330-9903
This Information Statement is being furnished to holders of record of
shares of common stock, par value $.01 per share (the "Common Stock"), of
Snelling Travel, Inc., a Colorado corporation(1) (the "Company") on July 31,
2002, pursuant to the requirements of Section 14(f) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Rule 14f-1 promulgated
thereunder. THIS INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR
INFORMATIONAL PURPOSES AND NOT IN CONNECTION WITH A VOTE OF THE COMPANY'S
STOCKHOLDERS.
The Company has recently entered into an agreement relating to a
transaction which will ultimately result in the replacement of the majority of
the Board of Directors of the Company. The following is a brief summary of this
transaction. Please see "Change in Control" for a more complete description of
the transaction.
On August 1, 2002 the Company entered into an Agreement and Plan of Share
Exchange (the "Share Exchange Agreement"), which sets forth the terms and
conditions of a proposed business combination of the Company and Global Vision,
Inc.("Global") a California corporation. Pursuant to the Share Exchange
Agreement, GLOBAL will exchange one hundred (100%) percent of its issued and
outstanding shares for twenty six million (26,000,000) shares of the Company,
with the Company as the surviving corporation. GLOBAL will as a result become a
wholly-owned subsidiary of the Company. It is currently anticipated that the
consummation of the Share Exchange will occur within twenty (20) days after the
date this Information Statement is first mailed to the Company's stockholders.
Global was formed in January 1999 as a California corporation.
Global-Vision is a "3rd generation" Internet technology company with two
software systems that can help companies doing businesses over the Internet with
its two software products:
o Silverado Intelligent Web Site Development System
o EBPP (Electronic Bill Presentment and Payment) system.
The 3rd generation features integrated Internet systems that enable more
effective line-of-business applications. Building 3rd-generation Internet
systems will demand integration with existing operations and processes of
business units. In the coming years, most companies will integrate their
Internet presence with their mission-critical line-of-business processes.
Creating these applications will be the most difficult challenge Internet
developers have yet to face.
It is presently anticipated that upon consummation of the Share Exchange,
Rollins C. Snelling, Jr. currently the Chairman of the Board of Directors of the
Company, will resign and that Jack Chang will be appointed as Chairman of the
Board of Directors of the Company. Therefore, it is presently anticipated that
within twenty (20) days after the date this Information Statement is first
mailed to the Company's stockholders, the Board of Directors of the Company will
consist of Jack Chang and Gregory Simonds, a current director.
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(1) On July 25, 2002, the shareholders of the registrant voted to change the
domicile of the company from Colorado to Nevada. While the company is presently
incorporated in Colorado, documents are being filed in Colorado and Nevada which
will provide for the change of domicile to Nevada.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On July 31, 2002, there were 442,250 shares of Common Stock issued and
outstanding. As of such date, (i) no shares of Common Stock were reserved for
issuance pursuant to option grants, and (ii) no shares of Common Stock were
reserved for issuance pursuant to securities exercisable for, or convertible
into or exchangeable for, shares of Common Stock. Each holder of Common Stock is
entitled to cast one vote, in person or by proxy, for each share of Common Stock
held by him. The Common Stock is the only capital stock of the Company
outstanding.
The following table sets forth certain information with respect to persons
known by the management of the Company to own beneficially more than five
percent (5%) of the Common Stock of the Company as of July 31, 2002:
Amount
Name of and Nature
Title of Class Beneficial of Beneficial
Owner Ownership Percent of Class
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Common Stock Brian Mallon 145,000 32.7%
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Common Stock Rollins Snelling(1) 145,000 32.7%
CHANGE IN CONTROL
Pursuant to the Share Exchange Agreement, the Company will cause to be
consummated a business combination between the Company and GLOBAL, upon the
terms and conditions set forth in the Share Exchange Agreement. Pursuant to the
Share Exchange Agreement, GLOBAL will be a wholly owned subsidiary of the
Company. The terms of the Share Exchange Agreement provide for the Company to
issue 26,000,000 shares of its common stock, $.001 par value per share (the
"Snelling" Common Stock"), to the stockholders of GLOBAL, which will represent
98% of the fully-diluted equity capitalization of the Company.1 It is currently
anticipated that the consummation of the Share Exchange will occur within twenty
(20) days after the date this Information Statement is first mailed to the
Company's stockholders.
The Company agreed that simultaneously with the consummation of the Share
Exchange, the existing directors of the Company would appoint Jack Chang as
Chairman, having been designated by GLOBAL, to the Board of Directors of the
Company. Upon the effectiveness of such appointments, the Existing Director and
the officers of the Company will resign from their respective positions.
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(1) Mr. Snelling is the President and a Director of the registrant.
DIRECTORS AND EXECUTIVE OFFICERS AND
NOMINEES FOR DIRECTORS
The following table sets forth as of August 1, 2002 certain information
with respect to the directors and named executive officers of the Company and
those persons nominated or who will be nominated to fill the vacancies on the
Board of Directors of the Company pursuant to the transactions contemplated by
the Share Exchange Agreement (the "Director Nominees").
NAME OF BENEFICIAL OWNER AMOUNT AND PERCENT OF PERCENT OF
NATURE OF CLASS CLASS
BENEFICIAL BEFORE AFTER
OWNERSHIP(1) EXCHANGE EXCHANGE
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Jack Chang - Chairman and 26,000,000(2) 0% 98%
President
Gregory Simonds, Director -0- 0% 0%
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All executive officers and 26,000,000 0% 98%
directors of the Company as a
group (two persons)
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(1) Represents shares of the Company anticipated to be received by the
Director Nominees upon consummation of the Share Exchange.
DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
Jack Chang - Chairman
Mr. Chang is an innovative entrepreneur with over 25 years of business and
technology experience across multiple industries. His expertise is to
conceptualize how technologies can benefit the well being of consumers and
businesses and then actually transform the visions into realities.
Many of his past endeavors, such as the ATM (Automated Teller Machine; Mr. Chang
is the patent holder of the ATM), still have profound impacts on business and
society. His typical strategy is to develop high-level perspectives and designs,
tenaciously sell them to early-user customers, put together an implementation
team with himself as the architect and make the product happen.
Being a multi-disciplined individual, he has held CEO positions and high-level
positions in marketing, sales, banking, corporate development, and technology in
large and small corporations. He has also provided high level strategic planning
and business advisory support to some of the largest of the Global 500
companies, including Citibank, Coca-Cola Enterprises, American Express, Sears,
Visa, EDS and NationsBank/Bank of America etc.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
Meetings of Directors
During the last full fiscal year ending December 31, 2001, the Company's Board
of Directors met as required by the By-Laws. No incumbent director attended
fewer than 75% of the aggregate number of meetings of the Board and committees
of which he was a member.
Committees of the Board of Directors
The Company does not have any standing audit, nominating or compensation
committees of the Board of Directors.
Director Compensation
The Company does not pay directors any compensation as a director.
Executive Compensation
The Company has no employment contracts with any of its named executive officers
who were employees, and has no compensatory plan or arrangement with any of its
named executive officers in which the amount to be paid exceeded $100,000 and
which were activated upon resignation, termination or retirement of any such
named executive officer upon a change in control of the Company.
Certain Legal Proceedings
To the knowledge of the Company, there are no material proceedings to which any
director, executive officer or affiliate of the Company, owner of record or
beneficially of more than 5% of any class of voting securities of the Company or
any associate of any such director, executive officer or affiliate of the
Company or security holder is a party adverse to the Company or any of its
subsidiaries or has a material interest adverse to the Company or any of its
subsidiaries.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Management and Others. The nominees for director have a
material interest in the transactions contemplated by the Share Exchange
Agreement, as described above under the caption "Change in Control." A nominee
for director, Jack Chang will receive 26,000,000 shares of the Company in the
Share Exchange. Additionally, as described above under the caption "Change in
Control," Mr. Chang will become a director of the Company upon consummation of
the transactions contemplated by the Share Exchange Agreement. Except as
described above, there are no other transactions between the Company and any
directors, nominees for director, executive officers of the Company, any
security holder who is known to own of record or beneficially more than five
percent of the Company's voting securities, or any member of the immediate
family of the foregoing persons, in which the amount of the transaction exceeds
$60,000.
Certain Business Relationships. To the knowledge of the Company, there are no
business relationships between directors or nominees for director and the
Company, nor have any such relationships existed during the Company's last
fiscal year.
Indebtedness of Management. To the knowledge of the Company, no directors or
nominees for director have been in debt to the Company for amounts in excess of
$60,000 at any time since the beginning of the Company's last fiscal year.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934
Pursuant to Section 16 of the Exchange Act, the Company's directors and
executive officers and beneficial owners of more than 10% of the Common Stock
are required to file certain reports, within specified time periods, indicating
their holdings of and transactions in the Common Stock. Based solely on a review
of such reports provided to the Company and written representations from such
persons regarding the necessity to file such reports, the Company is not aware
of any failures to file reports or report transactions in a timely manner during
the Company's fiscal year ended December 31, 2001.