SCHEDULE 14C INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No. __)
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
BACH-HAUSER, INC.
(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:
BACH-HAUSER, INC.
1561 Highway 3
Cayuga, Ontario N0A 1E0
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
This Information Statement is being mailed on or about October 25,
2004 to the shareholders of record of Bach-Hauser, Inc., a Nevada
corporation (the "Company") at the close of business on October 14,
2004 (the "Record Date"). This Information Statement is being sent
to you for information purposes only. No action is requested on
your part.
This Information Statement is being furnished to our shareholders
to inform you of the adoption of resolutions by written consent
of a limited number of shareholders holding a majority of the
voting power of our securities. The resolutions adopted by such
holders of a majority of the voting power (the "Majority
Shareholders") give us the authority to take the following
actions:
1. To increase the number of authorized shares of common stock
from 41,666,667 shares to 300,000,000 shares.
2. To create 50,000,000 authorized shares of preferred stock.
3. To amend and restate the Articles of Incorporation to
include the amendments stated above and to elect not to be
governed by (i) Sections 78.411 through 78.444, inclusive, of the
Nevada Revised Statutes (the share control law or business
combination laws), and (ii) Sections 78.2055 and 78.207 of the
Nevada Revised Statutes which requires shareholder approval of
forward and reverse splits in cases where there is no
corresponding increase or decrease in or to the number of shares
of the class or series subject to the split.
In order to eliminate the costs involved in holding a special
meeting of our shareholders, our Board of Directors accepted the
actions taken by majority consent of the shareholders as an act
of the Company pursuant to Section 787.32 of the Nevada Revised
Statutes and adopted resolutions authorizing the actions.
General
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The Company will pay all costs associated with the distribution
of this Information Statement, including the costs of printing
and mailing. The Company will reimburse brokerage firms and
other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending this Information Statement
to the beneficial owners of the Company's common stock.
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The Company will only deliver one Information Statement to
multiple security holders sharing an address unless the Company
has received contrary instructions from one or more of the
security holders. Upon written or oral request, the Company will
promptly deliver a separate copy of this Information Statement
and any future annual reports and information statements to any
security holder at a shared address to which a single copy of
this Information Statement was delivered, or deliver a single
copy of this Information Statement and any future annual reports
and information statements to any security holder or holders
sharing an address to which multiple copies are now delivered.
You should direct any such requests to the following address:
Bach-Hauser, Inc.
1561 Highway 3
Cayuga, Ontario N0A 1E0
Attn: Shareholder Relations
Outstanding Shares and Voting Rights
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As of the close of business on October 14, 2004, the Record Date
for shares entitled to notice of and to sign written consents,
there were 35,609,392 shares of our common stock outstanding.
Each share of common stock is entitled to one vote for each share
held. Majority Shareholders owning 61% of the voting power have
executed a written consent in favor of the actions described
above. This consent will satisfy the shareholder approval
requirement for the proposed actions. Pursuant to Rule 14c-2
under the Securities Exchange Act of 1934, as amended, the
proposals will not be adopted until a date at least 20 days after
the date on which this Information Statement has been mailed to
our shareholders. The Company anticipates that the actions
contemplated herein will not be effected until we file with the
Nevada Secretary of State on or about the close of business on
November 12, 2004.
Interest of Certain Persons in or Opposition to Matters to be Acted Upon
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No officer or director will receive any direct or indirect
benefit from the Company's proposed amendments. No officer or
director or any person has notified the Company that it intends
to oppose the Company's amendments to its Articles of
Incorporation.
Furnishing Information
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This Information Statement is being furnished to all holders of
common stock of the Company on the Record Date. The Form 10-KSB
for the year ending December 31, 2003 and all subsequent filings
may be viewed on the Securities and Exchange Commission web site
at www.sec.gov in the EDGAR Archives and are incorporated herein
by reference. The Company is presently current in the filing of
all reports required to be filed by it.
Dissenters' Rights of Appraisal
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There is no provision in the Nevada Revised Statutes or in our
Articles of Incorporation or Bylaws, providing our shareholders
with dissenters' rights of appraisal to demand payment in cash
for their shares of Common Stock in connection with the
implementation of any of the actions described in this
Information Statement.
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Proposals by Security Holders
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No security holders entitled to vote have transmitted any
proposals to be acted upon by the Company.
Security Ownership of Certain Beneficial Owners and Management
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The following table sets forth information as of October 14, 2004
with respect to the beneficial ownership of common stock by each
person who to the knowledge of the Company beneficially owned or
had the right to acquire more than 5% of the outstanding common
stock. Unless otherwise indicated, beneficial ownership is direct
and the persons indicated have sole voting and investment power.
As of October 14, 2004, there were 35,609,392 shares outstanding.
Number Percent
Name of Beneficial Owner (1) of Shares of Class
- ---------------------------- --------- --------
Seijin Ki 3,500,000 9.8%
Stewart Goldstein 3,100,000 8.7%
David Schild 2,900,000 8.1%
Betty Castiglione 3,100,000 8.7%
Tony Papa 3,300,000 9.3%
Harry Ki 2,850,000 8.0%
Sandy DaCosta 2,970,000 8.3%
(1) The address of each person is care of the Company.
The following table sets forth information as of October 14, 2004
with respect to the beneficial ownership of common stock by all
directors, each executive officer and directors and executive
officers of the Company as a group.
Name of Beneficial Position with Number of Percent
Owner Company Shares of Class
- ------------------ ----------------- --------- --------
Peter Preston Chief Executive 166,667 *
and Financial
Officer,
President,
Secretary,
Treasurer, and
Director
Russell Heaton Director 166,667 *
All Directors and 333,334 *
Officers as a Group
(2 persons)
* Less than 1%
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ACTION 1
INCREASE IN AUTHORIZED COMMON STOCK
Effective at the opening of the market on September 15, 2004, we
implemented a one for six reverse stock split of our common
stock. The reverse stock split was approved by our Board of
Directors. In connection with implementing the reverse stock
split, we filed a Certificate of Change Pursuant to NRS 78.209
with the Nevada Secretary of State which, effective September 15,
2004, reduced the number of authorized shares of common stock
from 250,000,000 to 41,666,667 and correspondingly reduced the
number of issued and outstanding shares of common stock from
135,656,013 to approximately 22,634,392, subject to rounding.
We utilized a provision under Nevada law which permits a company,
without shareholder approval, to increase or decrease the number
of its issued and outstanding securities providing that it
concurrently and on the same pro-rata basis increases or
decreases its authorized shares of the same class of securities.
Therefore, the one for six reverse stock split not only reduced
the number of issued and outstanding shares of our common stock,
it also reduced the number of authorized shares.
The effect of the reverse split has reduced the number of
authorized shares of common stock below a level which is
necessary to provide us with flexibility to issue shares in
possible mergers, acquisitions or other business combinations,
future financings equity incentive plans or other corporate
purposes which may be identified in the future by the Board of
Directors.
Although the increase in the authorized number of shares of
common stock, will not, in and of itself, have an immediate
effect on the rights of our shareholders, any future issuance(s)
of additional shares could affect our shareholders in a number of
respects, including, but not limited to, diluting the voting
power of the current holders of our common stock, and diluting
the earnings per share and book value per share of our common
stock at such time. In addition, the issuance of additional
shares of common stock could adversely affect the market price of
our common stock.
ACTION 2
CREATE AUTHORIZED PREFERRED STOCK
The Board of Directors and Majority Shareholders have determined
that it would be in the best interest of the Company to amend its
Articles of Incorporation and create 50,000,000 authorized shares
of preferred stock with a par value of $0.001 per share to
provide greater flexibility with respect to the Company's capital
structure for purposes such as stock based acquisitions.
The Preferred Stock may be divided into and issued in series.
Without additional shareholder approval, the Board of Directors
of the Company shall be authorized to divide the authorized
shares of Preferred Stock into one or more series, each of which
shall be so designated as to distinguish the shares thereof from
the shares of all other series and classes. In addition, the
Board of Directors of the Company shall be authorized, within any
limitations prescribed by law, to fix and determine the
designations, rights, qualifications, preferences, limitations
and terms of the shares of any series of Preferred Stock,
including but not limited to the following:
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(a) The rate of dividend, the time of payment of dividends,
whether dividends are cumulative, and the date from which
any dividends shall accrue;
(b) Whether shares may be redeemed, and, if so, the
redemption price and the terms and conditions of
redemption;
(c) The amount payable upon shares in the event of voluntary
or involuntary liquidation;
(d) Sinking fund or other provisions, if any, for the
redemption or purchase of shares;
(e) The terms and conditions on which shares may be
converted, if the shares of any series are issued with
the privilege of conversion;
(f) Voting powers, if any provided that if any of the
Preferred Stock or series thereof shall have voting
rights, such Preferred Stock or series shall vote only on
a share for share basis with the Common Stock on any
matter, including but not limited to the election of
directors, for which such Preferred Stock or series has
such rights; and,
(g) Subject to the foregoing, such other terms,
qualifications, privileges, limitations, options,
restrictions, and special or relative rights and
preferences, if any, of shares or such series as the
Board of Directors of the Company may, at the time so
acting, lawfully fix and determine under the laws of the
State of Nevada.
There are currently no plans, arrangements, commitments or
understandings for the issuance of preferred shares.
ACTION 3
AMENDMENT AND RESTATEMENT OF THE
ARTICLES OF INCORPORATION
The Board of Directors and the Majority Shareholders unanimously
adopted and approved the amendment and restatement of the Company's
Articles of Incorporation (the "Amendment and Restatement") to include
the amendments described above and to elect not to be governed by
(i) Sections 78.411 through 78.444, inclusive, of the Nevada Revised
Statutes (the share control law or business combination laws),
which may hinder the Company's ability to acquire or merge with
other businesses, and (ii) Sections 78.2055 and 78.207 of the
Nevada Revised Statutes which require shareholder approval of
forward and reverse splits in cases where there is no
corresponding increase or decrease in or to the number of shares
of the class or series subject to the split.
The Amendment and Restatement is not intended to have any anti-
takeover effect and is not part of any series of anti-takeover
measures contained in any debt instruments or the Articles of
Incorporation or the Bylaws of the Company in effect on the date
of this Information Statement. The Company is not aware of any
proposed attempt to take over the Company or of any attempt to
acquire a large block of the Company's stock.
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Conclusion
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The Board of Directors and the Majority Shareholders believe that
the financial flexibility offered by the proposed Amendments to
our Articles of Incorporation outweigh the disadvantages that
they may have, and that it is in the best interest of the Company
and its shareholders to have shares of preferred stock and
additional shares of common stock authorized and available for
issuance or reservation on an as-needed basis without the delay
or expense of seeking shareholder approval unless required by
law.
We anticipate filing the Amended and Restated Articles of
Incorporation with the Nevada Secretary of State substantially in
the form attached as Exhibit A to this Information Statement on
or about November 12, 2004.
By Order of the Board of Directors
/s/ Peter Preston
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Peter Preston
President, Chief Executive and
Financial Officer and Director
October 14, 2004
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EXHIBIT A
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AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
BACH-HAUSER, INC.
Bach-Hauser, Inc., a corporation organized under the laws of the
State of Nevada on October 10, 1995 (the "Corporation"), hereby
amends and restates its Articles of Incorporation pursuant to the
provisions of Nevada Revised Statutes Sections 78.385, 78.390 and
78.403.1.
The Articles of Incorporation of the Corporation are hereby amended
and restated as follows:
Article One: The name of this Corporation is:
Bach-Hauser, Inc.
Article Two: The principal office is to be located at:
1561 Highway 3
Cayuga, Ontario N0A 1E0
This Corporation may also maintain an office or offices at
such other places within or outside the State of Nevada, as it
may from time to time determine. Corporate business of every
kind and nature may be conducted, and meetings of directors
and stockholders held outside the State of Nevada, the same as
in the State of Nevada.
Article Three: This Corporation may engage in any lawful activity.
Article Four: This Corporation is authorized to issue two classes
of capital stock, referred to as Common Stock and Preferred Stock,
each with par value of $0.001 per share. This Corporation shall be
authorized to issue a maximum of three hundred million (300,000,000)
shares of Common Stock, and a maximum of fifty million (50,000,000)
shares of Preferred Stock.
A. The holders of stock designated "Common Stock" are entitled
to one (1) vote for each share held. The Board of Directors
may issue the Common Stock from time-to-time.
B. The Board of Directors is hereby authorized to provide for
the issuance of Preferred Stock in one or more series, and may
determine and state the designations, preferences, limitations,
terms, and rights associated with each series of Preferred Stock,
without additional shareholder approval.
C. This Corporation elects not to be governed by the terms and
provisions of Sections 78.378 through 78.3793, inclusive, and
Sections 78.411 through 78.444, inclusive, of the Nevada
Revised Statutes, as the same may be amended, superseded, or
replaced by any successor section, statute, or provision.
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D. In addition, this Corporation elects not to be governed by
the terms and provisions of Sections 78.2055 and 78.207 of the
Nevada Revised Statutes (as the same may be amended,
superseded, or replaced by any successor section, statute, or
provision) requiring shareholder approval of forward and
reverse splits in cases where there is no corresponding
increase or decrease in and to the number of authorized shares
of the class or series subject to the forward or reverse split
so that, therefore, shareholder approval will not be required
for the Board of Directors of this Corporation to authorize
forward and reverse splits of this Corporation's securities
without corresponding increases or decreases in and to the
number of authorized shares of the class or series subject to
the forward or reverse split.
E. No amendment to these Articles of Incorporation, directly
or indirectly, by merger or consolidation or otherwise, having
the effect of amending or repealing any of the provisions of
this Article Four, shall apply to or have any effect on any
transaction involving acquisition of control by any person, or
any transaction with an interested stockholder, or any Board
action with respect to Sections 78.2055 and 78.207 of the
Nevada Revised Statutes, occurring prior to such amendment or
repeal.
Article Five: No Director or Officer of this Corporation shall
be liable to this Corporation or its stockholders for any breach
of fiduciary duty as Officer or Director of this Corporation.
This provision shall not affect liability for acts or omissions
that involve intentional misconduct, fraud, a knowing violation
or law, or the payment of dividends in violation of Section
78.300 of the Nevada Revised Statutes.
All expenses incurred by Officers or Directors in defending a
civil or criminal action, suit, or proceeding, must be paid by
this Corporation as they are incurred in advance of a final
disposition of the action, suit or proceeding, upon receipt of
an undertaking by or on behalf of a Director or Officer to
repay the amount if it is ultimately determined by a court of
competent jurisdiction, that he or she did not act in good
faith, and in the manner he or she reasonably believed to be
or not opposed to the best interests of this Corporation.
The members of the governing Board shall be styled Directors,
and the number of Directors shall not be less than one (1)
pursuant to the terms of Section 78.115 of the Nevada Revised
Statutes.
The number of Directors of this Corporation may from time to
time be increased or decreased as set forth hereinabove by an
amendment to the By-Laws in that regard, and without the
necessity of amending these Articles of Incorporation. In the
interim between elections of directors by stockholders
entitled to vote, all vacancies, including vacancies caused by
an increase in the number of directors and including vacancies
resulting from the removal of directors by the stockholders
entitled to vote which are not filled by said stockholders,
may be filled by the remaining directors, though less than a
quorum.
Article Six: The capital stock of this Corporation, after the
amount of the subscription price has been paid in cash or in
kind, shall be and remain non-assessable and shall not be subject
to assessment to pay debts of this Corporation.
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Article Seven: This Corporation shall have perpetual existence.
Article Eight: No holder of any shares of this Corporation shall
have any preemptive right to purchase, subscribe for, or
otherwise acquire any shares of this Corporation of any class now
or hereafter authorized, or any securities exchangeable for or
convertible into such shares, or warrants or other instruments
evidencing rights or options to subscribe for, purchase or
otherwise acquire such shares.
The foregoing amendment and restatement of the Articles of
Incorporation was duly adopted by stockholders representing 61%
of the outstanding shares of the Corporation entitled to vote
thereon pursuant to shareholder action taken in lieu of a
shareholder meeting, as authorized under Nevada Revised Statutes
Section 78.320.2.
IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of
October, 2004.
/s/ Peter Preston, President
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