SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary information statement [ ] Confidential, for use of the
Commission Only (as permitted
[X] Definitive information statement by Rule 14c-5(d)(2))
iiGROUP, 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 transactions applies:
(3) Per unit price of 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:
iiGROUP, INC.
7000 West Palmetto Park Road, Suite 501
Boca Raton, Florida 33433
Notice of Action by Written Consent
To the Stockholders of iiGroup, Inc.:
Pursuant to Delaware General Corporation Law Section 228, notice is
hereby given that by written consent delivered to iiGroup, Inc. (the "Company")
on March 7, 2001, by the holders of a majority of the outstanding common stock
of the Company, the name of the Company will be changed from iiGroup, Inc., to
Travlang, Inc., on or about April 23, 2001. The Company's Information Statement
on Schedule 14C filed with the Securities and Exchange Commission accompanies
this Notice.
By Order of the Board of Directors
/s/ Howard Brummer
------------------------------------
Howard Brummer, Chief Executive Officer
iiGROUP, INC.
Information Statement Pursuant to Section 14C
of the Securities Exchange Act of 1934
INTRODUCTION
This Information Statement is being mailed on or April 2, 2001, to all
holders of record at the close of business on March 26, 2001, of the $.01 par
value common stock of iiGroup, Inc., a Delaware corporation (the "Company"), in
connection with resolutions of the Board of Directors and the written consent of
the holders of greater than 50% of the Company's common stock providing for an
amendment to the Company's Certificate of Incorporation to change the name of
the Company to "Travlang, Inc."
The amendment to the Company's Certificate of Incorporation changing
its name to Travlang, Inc., will be effective on or about April 23, 2001.
Because the proposed amendment changing the Company's name has already been
approved by a majority of the shares entitled to vote, you are not required to
take any action. This Information Statement is your notice that the name change
has been approved, and you will receive no further notice when the change
becomes effective.
Following the name change, the stock certificates you now hold will
continue to be valid. In the future, new stock certificates will contain a
legend noting the change in name or will be issued bearing the new name, but
this will in no way affect the validity of your current stock certificates.
However, if after the effective date of the Company's name change you wish to
receive new stock certificates, you may do so by contacting the Company's
registrar and transfer agent, Continental Stock Transfer and Trust Company, 2
Broadway, 19th Floor, New York, New York 10004, telephone (212) 509-4000.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
DISSENTERS' RIGHTS OF APPRAISAL
The General Corporation Law of the State of Delaware does not provide
for dissenters' rights of appraisal in connection with a name change.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
At the close of business on March 13, 2001, the Company had outstanding
12,026,386 shares of $.01 par value common stock. There are no other voting
securities of the Company.
The following table sets forth information with respect to (i) any
person or "group" known to the Company to be the beneficial owner, as of March
13, 2001, of more than five percent (5%) of the common stock, and (ii) all
Directors and Executive Officers of the Company, individually and as a group.
Name and Address Amount and Nature Percentage
of Beneficial Owner(1) of Ownership of Ownership
- ------------------- ------------ ------------
Neil Swartz(2)(3) 3,366,676 (4) 27.99%
J. Eric Kirkland 1,293,471 10.76%
C. Lawrence Rutstein(2)(3) 3,942,882 (5) 32.79%
Bruce Hausman(3) 305,100 (6) 2.54%
A. Scott Holmes(3) -0- -0-
Howard Brummer(2)(7) -0- -0-
MCG Partners, Inc. 3,100,006(8) 25.78%
KMS Family Partnership 1,000,000(9) 8.32%
All executive officers and directors 6,808,123 56.61%
as a group (five persons)
- ------------
(1) The address of each named person or entity is c/o iiGroup, Inc.,
7000 W. Palmetto Park Road, Suite 501, Boca Raton, Florida 33433.
(2) Officer.
(3) Director.
(4) Includes (i) Mr. Swartz' proportionate interest in 3,100,006 shares of
Common Stock held by MCG Partners, Inc., of which Mr. Swartz is an
Officer, Director and Principal Shareholder, and (ii) 266,670 shares of
Common Stock held by Mr. Swartz directly.
(5) Includes (i) Mr. Rutstein's proportionate interest in 3,100,006 shares
of Common Stock held by MCG Partners, Inc., of which Mr. Rutstein is an
Officer, Director and Principal Shareholder, and (ii) 618,206 shares of
Common Stock held by Mr. Rutstein in his name, and 224,620 shares of
Common Stock beneficially owned jointly by Mr. Rutstein and his wife.
(6) Includes 100 shares owned by Mr. Hausman through a Keogh
Plan Account and options to purchase an aggregate of 5,000 shares of
Common Stock of iiGroup, which options are currently exercisable.
(7) Mr. Brummer disclaims any interest in shares underlying stock
purchase options granted to his wife, Mindy Stein.
(8) Messrs. Rutstein and Swartz are the sole shareholders of MCG Partners,
Inc. Each disclaims beneficial ownership of the interest held in that
corporation by the other and, also, of the shares of the Company held
by the other.
(9) The General Partner of KMS Family Partnership is KMS Family
Corporation, of which Mark Swartz is the President. Mark Swartz is Neil
Swartz' brother.
- -----------
VOTE REQUIRED FOR APPROVAL
Section 228 of the Delaware General Corporation Law provides that any
action required to be taken at a special or annual meeting of the stockholders
of a Delaware corporation may be taken by written consent, in lieu of a meeting,
if the consent is signed by stockholders owning at least that number of shares
which is sufficient to take the action. The Company's Board of Directors and
stockholders owning a majority of the outstanding common stock have approved the
name change, which majority is the number of shares required by Delaware General
Corporation Law Section 242 to amend the Company's Certificate of Incorporation
to change its name.
The securities that would have been entitled to vote if a meeting was
required to be held to amend the Company's Certificate of Incorporation consist
of issued and outstanding stock of the Company's common stock outstanding on
March 13, 2001, which would have been the same date for determining stockholders
who would have been entitled to notice of and to vote on the proposed amendment
to the Company's Certificate of Incorporation.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, or associate of any director, or
executive officer, or any other person has any substantial interest, direct or
indirect, by security holdings or otherwise, in the proposed amendment to the
Company's Certificate of Incorporation.
ADDITIONAL INFORMATION
Additional information concerning the Company, including its annual and
quarterly reports for the past twelve months which have been filed with the
Securities and Exchange Commission, may be accessed through the Securities and
Exchange Commission's EDGAR archives at www.sec.gov. Upon written request of any
stockholder to the Company's Chief Executive Officer, Howard Brummer, at 7000
West Palmetto Park Road, Suite 501, Boca Raton, Florida 33433, a copy of the
Company's Annual Report on Form 10-KSB for the year ended July 31, 2000, will be
provided without charge.
Dated: April 3, 2001
By Order of the Board of Directors
/s/ Howard Brummer
-------------------------------------
Howard Brummer, Chief Executive Officer