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 by rule 14c-5(d)(2))
[X] Definitive Information Statement
ALPHA HOLDING, INC.
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(Name of registrant As Specified In Charter)
Payment of filing fee (Check the appropriate box):
[_] $3.27 per Exchange Act Rules 0-11 (C) (1) (ii), or 14c-5(g).
[_] Fee computed on table below per Exchange Act Rules
14a-(6)(i) (1) 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
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(5) Total fee paid:
[X] 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.
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NOTICE AND INFORMATION STATEMENT DATED SEPTEMBER 7, 2004
TO THE STOCKHOLDERS OF ALPHA HOLDING, INC.:
In accordance with the provisions of Section 228 of the Delaware General
Corporation Law ("DGCL"), notice is hereby given that four (4) shareholders
owning a total of 7,950,000 shares (approximately 94%) of the issued and
outstanding common stock of Alpha Holding, Inc., a Delaware corporation
("Alpha"), having not less than the minimum number of votes that would be
necessary to authorize or take such action, as described below have, by written
consent without a meeting and without a vote, on August 20, 2004, (the "Written
Consent"), in lieu of any meeting, agreed to the following shareholder actions:
(1) Entering into a Stock Purchase Agreement with the holders of 100% of
the issued and outstanding stock of Sea Sun Capital Corp. and issuing
8,607,228 shares of Alpha's common stock to the Sea Sun shareholders in
exchange for 100% of the issued and outstanding shares of Sea Sun Capital
Corp. (the "Sea Sun Shares");
(2) Amending the Certificate of Incorporation to change the name of the
Corporation to Sea Sun Corporation;
(3) Amending the Certificate of Incorporation to increase the authorized
common shares from 10,000,000 shares par value $.001 to 100,000,000 shares,
par value $.001 and authorize a new class of shares, namely 50,000,000
shares of $.001 per share value Preferred Stock, with the issuance of any
of such Preferred Stock, in such series and with such rights, powers, and
designations thereof, to be determined by the Board of Directors as and
when any shares of Preferred Stock are issued;
(4) Election of Rodney Koch, Graham Millington and Wayne Izumi as
directors of Alpha;
The actions of (1) changing the name to Sea Sun Corporation; (2) increasing
the authorized common stock to 100,000,000 shares and authorizing 50,000,000
shares of Preferred Stock, will become effective concurrent with the filing of
the Certificate of Amendment of the Certificates of Incorporation with the
Delaware Secretary of State, which filing will take place immediately prior to
the closing of the Stock Purchase Agreement
Only holders of record of the Alpha stock at the close of business on
August 23, 2004, are entitled to receive notice of the informal action by the
shareholders in accordance with Section 228 of the DGCL. This Information
Statement is being sent on or about September 7, 2004 to such holders of record.
No response is being requested from you and you are requested not to respond to
this Information Statement. In accordance with Section 228 of the DGCL, this
Notice and Information Statement is notice of the taking of the corporate
actions, without a meeting by less than unanimous written consent to those
shareholders who have not consented in writing.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A
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PROXY.
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Company:
Alpha Holding, Inc.
Suite 205
9997-178th Street
Bldg. #14
Edmonton, Alberta
Canada 5T5 6J6
2
ALPHA HOLDING, INC.
INFORMATION STATEMENT FOR SHAREHOLDERS
The Written Consent
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Pursuant to Section 228 of the DGCL, shareholders owning a majority of the
outstanding shares of common stock of Alpha have voted by Written Consent in
favor of the following actions:
(1) Entering into a Stock Purchase Agreement with the holders of 100% of
the issued and outstanding stock of Sea Sun Capital Corp., and issuing 8,607,228
shares of Alpha's common stock to the Sea Sun shareholders in exchange for 100%
of the issued and outstanding shares of Sea Sun Capital Corp. (the "Sea Sun
Shares");
(2) To amend the Certificate of Incorporation to change the name of the
Corporation to Sea Sun Corporation.
(3) To amend the Articles of Incorporation to increase the authorized
common stock to 100,000,000 shares of common stock, par value $.001, and to
authorize a new class of shares, namely 50,000,000 shares of $.001 per share
value Preferred Stock, with the issuance of any such Preferred Stock, in such
series and with such rights, powers, and designations thereof, to be determined
by the Board of Directors as and when any shares of Preferred Stock are issued;
(4) To elect Rodney Koch, Graham Millington and Wayne Izumi as Directors
of Alpha;
Dissenter's Rights - Under Delaware law, shareholders are not entitled to
dissenter's rights of appraisal on any proposal referred to herein.
Information Relating To Various Proposals
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(1) Acquisition of SEA SUN CAPITAL CORP.
As of July 29, 2004, Alpha entered into a Stock Purchase Agreement (the
"Agreement") to acquire (the "Acquisition") all of the issued and outstanding
shares of Sea Sun Capital Corp., an Alberta, Canada corporation ("Sea Sun"), in
exchange for a total of 8,607,228 shares of Alpha's Common Stock. The
Acquisition is subject to the approval of the stockholders of Sea Sun and Alpha.
As a result of the Acquisition, Sea Sun will become a wholly owned subsidiary of
Alpha and the former shareholders of Sea Sun will own approximately 51% of
Alpha's issued and outstanding common stock. The consummation of the Acquisition
will vest control of Alpha with the former shareholders of Sea Sun.
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Business of Sea Sun
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OVERVIEW
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Sea Sun owns the worldwide manufacturing, distribution and patent rights to the
environmentally friendly Sea Vu glass bottom personal watercraft. The company
currently has offices in New York, and in Canada in Kelowna, British Columbia
and Oakville, Ontario. The Company plans to establish their head office in
Florida in the fourth quarter of 2004.
Sea Sun will operate and own locations in selected geographic locations. In
order to penetrate distant markets the Company will also license the rights to
Master Licensees who will be encouraged to select only those water sport
operators who are successfully established. Sea Sun will also sell the Sea Vu
watercraft outright. These combined approaches will enable Sea Sun to expand
rapidly with a minimum amount of capital. The Company will receive revenues from
Sea Vu rentals, license fees, royalties and the outright sale of the Sea Vu.
In order to keep pace with the changing trend the world over, Sea Sun will
promote their products to attract tourists from all over the world and offer
them something extra in addition to the beauty of the country they are visiting.
Viewing the underwater world and its rich marine life will provide the consumer
with an enriching experience.
Only those locations with significant growth potential will be Company operated
by Sea Sun. These locations will offer the Sea Vu watercraft and other
water-oriented leisure crafts. The Company, under a private label agreement Sea
Sun will offer a product for divers and water leisure product at selected
locations. These products are currently manufactured and distributed by highly
successful international companies. The Company, however will only promote these
products as alternatives and the focus will remain on the Sea Vu.
The Company will also sell Master Licenses for a geographic territory. The
Company currently has thirty-four revenue sharing contracts in effect with
existing Sea Vu watercraft owners. These Sea Vu owners will be offered the first
opportunities to purchase a Master License. First class products deserve first
class service and the Sea Vu products will only be available through the most
knowledgeable and service oriented partners. Sea Sun has established a training
program that covers product knowledge, safety, marketing, and service.
Sea Sun will initially focus the majority of their efforts on the Caribbean
market however they have recently hired a Vice President who will relocate to
China to oversee both the manufacturing and marketing development of the Asian
marketplace. As Sea Sun develops it will focus on additional markets.
The Product
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The Sea Vu personal watercraft now opens the underwater world to divers and
non-divers. The Sea Vu can be used on all waterways and the design ensures
stability on the water.
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Environmentally unimposing, the Sea Vu glides slowly over reef structures. The
Sea Vu allows viewing of coral reefs up close without the risk of damage to the
delicate corals.
Sea Sun selected a prominent design company from British Columbia to improve the
Sea Vu product and over the last year the focus has been directed toward
redesigning the watercraft.
The hull is designed to provide maximum load and stability for the craft and the
two hull tunnels will accommodate the dual thruster system. The hull has been
sectioned and filled with foam to provide additional strength; positive
flotation as well as making the unit satisfy all safety standards. The high
buoyancy and stability allow the Sea Vu to be used on many different types of
water.
The deck design incorporates a new ergonomically correct position to provide
maximum comfort for the operator, eliminates water leakage and has also been is
designed to be self bailing. Should the Sea Vu be flooded with a large wave the
water will rush off in three directions, the left and right sides as well as the
stern. This feature was incorporated to achieve maximum safety. The Sea Vu
complies with all USCG and EU category three standards.
Perhaps the single most important aspect of the Sea Vu is a patented viewing
window at the bow water line which offers an unparalleled view of the beauty of
the underwater world. The lens is optically correct and disperses bubbles and
turbulence for clear viewing while moving. Glass bottom boats currently in
existence have to be stopped in order to allow a clear underwater view. The
design results in a reduction in hull noise that eliminates any noise that may
alarm marine life. Water clarity is the only limiting factor affecting viewing
distance, allowing the user to see up to 100 ft. or more. Marine life and forms
however are not confined to deep water. The Sea Vu exclusive design also allows
the craft to operate in only twelve inches of water. This feature allows the
user to discover an undersea world that is rich in beauty and teeming with
magnificent marine life.
The new Sea Vu is powered by a high performance digitally controlled Mercury
motor with 50 lbs. of thrust that maximizes the unit's maneuverability. The key
advantages to this motor include: it is maintenance free; completely sealed to
prevent galvanic corrosion; provides higher throughput; is quiet; has a smooth
performance; provides an efficient glide; an improved efficiency results in
extended battery life and more time on the water; has a soft-start feature which
ramps up power in the variable mode and is reliable. The digital control
monitors the motor's amp draw, heat dissipation, output and other vital
parameters. The result is a motor that self regulates -- a cooler, quieter, more
efficient running motor over an extended service life. The prop is quieter and
has a smaller diameter than the two-blade designs. The Sea Vu is equipped with a
tunnel that protects the thruster and propeller and also acts as a safety guard
for people.
The two 12 volt batteries that provide power to the motor are the latest in
marine technology. They are Lifeline absorbed glass mat (AGM) batteries made by
Concord. These are an advanced deep cycle version of the same lead acid
batteries used in cars and trucks. The AGM batteries offer advantages over
conventional deep-cycle batteries. The AGM batteries are completely sealed and
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maintenance free. No water is required and there is no risk of leaking acid.
They have a very low discharge rate when stored for long periods and will still
have ample power left in them after prolonged periods of storage. Conventional
batteries by comparison, stored over long periods of time, self-discharge and in
some instances are damaged. The AGM batteries will generally last 4-5 years
before they need to be replaced. Battery replacement remains the only operating
cost of electric boats.
The entire wiring harness and system is now being built to the highest corrosion
proof standards. All wiring and connections now meet the highest specifications
available providing the Sea Vu with unsurpassed reliability. All connections are
easy plug connectors allowing repairs and part replacement to be done on the
beach if necessary.
The digital steering is self-correcting so if the user releases the steering
handle the Sea Vu automatically stops. This is a built in safety system in case
a person accidentally falls off the watercraft.
The dimensions for the single person Sea Vu are 95" long by 43" wide with a
depth of 22". The craft weighs approximately 200 lbs. The two person Sea Vu is
116"" long by 72" wide with a depth of 24". The weight of the craft is
approximately 340 lbs.
The Sea Vu single person and the two person watercraft come in a variety of
attractive colors and all are UV protected. From research and development, to
quality of materials, to features, to craftsmanship, to reliable power, Sea Vu
watercrafts are built durable.
Manufacturing
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Sea Sun's products will be manufactured in the city of Kelowna, British
Columbia, Canada. Phoenix Composites as an experienced manufacturer have
assembled a strong team of marine architects as well as qualified marine
engineers, to produce the Sea Vu product. The Sea Vu product line involve the
integration of various scientific and technical fields in order to develop a
product that looks good, performs well and is able to be manufactured at
competitive prices. The fields involved include: hydrodynamics, aerodynamics,
molding, computer aided design, mechanics, systems integration, ergonomics and
industrial design.
Sea Sun's boats are manufactured through a Resin Transfer Molding ("RTM")
process in which reinforcement material is placed between two matching mold
surfaces. The matching mold set is then closed and clamped and resin is injected
under moderate pressures into the mold cavity. The resin is injected to fill all
voids within the mold set. The reinforcements include a variety of fiber types,
in various forms such as continuous fibers, mat or woven type construction as
well as a hybrid of more than one fiber type. This part is cured with heat.
Before the deck is mated to the hull the wiring and system components are
installed in the hull. Finally the hull and the deck are bonded with a
structural adhesive which creates a structurally sound one-piece unit.
Sea Sun believe that the RTM process produces tighter dimensional tolerances,
better quality finishes, faster prototypes and lower emissions than other
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fiberglass manufacturing methods. Sea Sun considers that the needs of our
customers and partners are best met by perfecting and ensuring sound
manufacturing practices.
Each newly manufactured watercraft will undergo extensive final testing before
being shipped. Many variables have to be considered in the testing including
water temperature, current, salinity as well as the varying weights and heights
of the user. The Sea Vu products are crated at the plant and placed in
containers for delivery.
Sea Sun sources the additional products required for our locations including:
Beach Dolly's, Kiosks, Storage Racks, Clothing (staff & retail) Accessories, as
well as any other additional products we will merchandise. The products are
shipped to the manufacturer to be enclosed in the container. This permits the
Company to stage locations in one factory and have an entire location shipped in
one container to the final destination saving considerable time and resources as
well as additional shipping costs.
The Market
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According to the World Tourism Organization by 2010 this industry is expected to
generate revenues of $1.5 trillion. This is a labor-intensive industry employing
more that 100 million people throughout the world. One in ten people worldwide
is employed in the tourism business. These figures are conservative because not
all countries report tourism statistics, and typically, only national data on
tourism are available, rather than data specific to the coastal zone.
International tourism, recognized as the leading industry in the world economy,
can be classified as one of the new activities, which soared in the second half
of the twentieth century. Growth has averaged about 3.0% per year since 1994.
Coral reefs are fragile and depend on specific temperatures, water salinity, and
different species to keep it alive. Any chemical disruption can severely damage
a reef, as can a rise of silt levels in the water, a rise or fall in water
temperature, or the extinction of a species the reef depends on. All of these
changes can be created by an invasive human presence in and around the
integrated systems that the coral reef depends on.
Ecotourism is a small but rapidly growing industry, a niche market that is
governed by market forces and regulations. It is primarily advertised as a form
of nature tourism. As the pressures of urban living increase more travelers are
seeking pristine, natural and cultural sites. As the number of visitors to
protected areas continues to increase the need for Ecotourism will become
mandatory.
The effects of tourists on any ecosystem are numerous, but traffic on coral
reefs can be extremely deadly. Visiting boats can anchor improperly and severely
damage coral and touching or harvesting coral illegally also damages the reef.
Even small scale use can damage the natural resources which attract tourists in
the first place.
Whether called nature tourism or Ecotourism, recreational and educational travel
based on natural attractions is a promising means of advancing social, economic,
7
and environmental objectives in developing countries. It offers countries new
opportunities for small-enterprise investment and employment and increases their
stake in protecting their biological resources.
A sizable segment of the traveling public will desire this type of tourism.
The tourism industry generates substantial economic benefits to both host
countries and the tourists' home countries. It is an especially important
industry to developing countries. The main benefits of tourism to a country are
foreign exchange. Nowhere is tourism growing faster than in the Caribbean. This
is in part the result of their declining mainstays such sugar, bananas, bauxite,
and oil. In addition it is also a reflection of the increasing importance given
to recreation and leisure as a result of rising world income levels.
The crystal clear waters in the Caribbean are ideal for anyone wishing to
experience the vast underwater treasures that it has to offer.
In the Caribbean region gross tourism receipts represent approximately
twenty-five percent of all export receipts. Caribbean tourists spend the most in
the Dominican Republic, The Bahamas, and Puerto Rico. These countries accounted
for nearly forty percent of the region's total receipts. The other major
beneficiaries of tourist expenditures are Jamaica, the U.S. Virgin Islands,
Barbados, Aruba, and Bermuda. Visitors staying over accounted for almost
ninety-five percent of total spending by visitors to the region. The majority of
tourists to the Caribbean are from the United States and Canada.
Sales and Marketing
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Marketing should promote an image. Sea Sun's image will be projected as a
supporter of "sustainable tourism". Our products will be defined as products
that support the long-term protection of the environment. Sea Sun will offer
high quality tourist activities based on the discovery and appreciation of the
natural and cultural heritage of the protected area being visited.
Sea Sun believes that well planned and managed Ecotourism will prove to be one
of the most effective tools for long-term conservation.
Sea Sun will pursue there separate and distinctive marketing approaches for
their products.
Under the first approach Sea Sun has selected Corporate Locations which will be
managed and owned by Sea Sun. The initial start-up expenses for these locations
are larger however the long term financial gain will be greater than other
revenue sources. The Corporate Location will be modeled after one of the three
styles discussed below with one exception - depending on the location the
Company will also offer additional water based leisure products. The offering of
these products will provide additional water leisure alternatives to the
customer.
Sea Sun has an agreement in place from an international company, which currently
manufactures and distributes a highly successful product for the diving
industry. Sea Sun would brand this product under the Sea Sun name. Sea Sun is
8
also in discussions with other companies who provide products in the leisure
water craft business.
Under the second approach Sea Sun will sell Master Licenses for geographical
territories to individuals or corporations. Over the next ten years estimates
are that 50% of all retail sales will be generated from franchises. The Company
believes a mix of Corporate Locations and Master Licensees will be highly
successful revenue sources.
Sea Sun will initially use a sub-contractor to sell geographical territories to
individuals or corporations. This method will result in slightly lower margins
but will provide the Company with a rapid entrance into the market. The
sub-contractor the Company has selected is an international company that has
achieved a high degree of success in promoting business opportunities for their
clients throughout the world. This company is very selective in their choice of
companies and projects they represent.
The purchase of a Master Territory License allows the individual or corporation
to purchase at a wholesale cost their own Ecotour location, or retail the
business opportunity to other purchasers. Each Master Territory License will
provide for the establishment of 8-12 locations. Before committing to a new
Master Licenses Sea Sun will conduct a thorough market research of the area to
determine whether there is the demand for their product and services.
Sea Sun will receive revenue from the sale of the Master License, a percentage
of the sale of each new location within the territory, and a monthly royalty on
each watercraft in use. The Licensee receives a percentage of the proceeds
generated from the sale of the location and a percentage of the monthly
royalties which are based upon the number of watercraft in use.
Each Corporate and Licensed location includes: eight Sea Vu single person
crafts;, four Sea Vu two person crafts; six Ocean Kayaks; eight Sea Scooters;
four Beach Dollies, Kiosk & Racks; Freight, Training Team & Set Up; Set Up
Marketing and miscellaneous items such as Signs and Banners.
Under the third approach Sea Sun will aggressively sell the Sea Vu products
outright through a variety of methods including dealer networks, the internet,
and trade magazines and shows.
Sea Sun will continue to increase our presence in the market through a
combination of Corporately Owned locations, Licensing, Co-branding, Acquisitions
and the Outright Sale of the Sea Vu product. The Company will continue to
consider all options for expansion while maintaining our focus on corporate
locations, improving their efficiency and developing our personnel.
Sea Sun believes the Cruise Line Marketplace represents a significant economic
opportunity. The Company will seek to have the cruise lines include Sea Sun's
products in their in-port activity list. Sea Sun will offer the Cruise Lines
products and packages that take quality to new levels and deliver value over
competitive products. Sea Sun will respond to the passenger's interest for
better quality and care of the environment. The long-term viability of the
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Cruise Line business depends on the environment. Sea Sun has had discussions
with a number of the Cruise Lines who have shown a positive interest in the
Company's products.
Sea Sun will also target the Search and Rescue Marketplace. At weight of two
hundred and three hundred and forty pounds for the single person and two person
Sea Vu, each craft is easily transportable and can be quickly launched by one
person using the dolly or by two people manually. By comparison personal
watercraft (PWC) used in many search and rescue operations range in weight from
three hundred thirty pounds to in excess of seven hundred pounds.
The Sea Vu can:
> depending on the clarity of the water, locate a person under the
surface
> enter shallow water where other boats may not be able to go
> be used in almost every type of water
> transport a rescuer to a possible life saving situation
In certain cases Sea Sun will offer a special program on Sea Vu's supplied to
local Search and Rescue operations with limited budgets. Under this program the
Sea Vu would be provided to the operation on a loan basis for selected period of
time. The craft would have to be returned in the condition it was received in
and the maintenance and repair would be the responsibility of the operation. The
Company believes that this program will help promote the Sea Vu product and
provide a valuable tool to the local Search and Rescue operation.
The Diving Market also represents a significant opportunity because divers can:
> slide easily on and off the sled because the craft is at water level
> access any area because of the maneuverability of the craft
> ride comfortably without having to remove tanks or gear as they do in
dive boats
> reach environmentally protected areas where other craft are prohibited
> easily determine dive points through the use of the viewing window.
The use of the new two person Sea Vu provides divers with an inexpensive safe
way to search for new dive sites. The best diving locations are often within one
mile of the shoreline. Dive charter boat excursions are usually limited and
somewhat expensive to operate within this distance. Diving from shore is
dangerous because of the fatigue factor. The Sea Vu provides an excellent
environmentally friendly scouting platform offering the divers flexibility along
with quiet operation that ensures the marine life will not be frightened away.
The two person Sea Vu also offers a storage compartment for the divers gear. The
benefit of the unit also extends to couples where one person dives and the other
person can view the experience safely from above. This will allow a unique
interaction between divers and non divers.
Charter dive companies can include both one and two person Sea Vu's to their
businesses. The products will open up opportunities for new non-diving clients
as well as servicing their existing dive clients with more options. These
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companies can participate in extra revenues that would have gone unrealized
without the new Sea Vu units and the marketing system developed by Sea Sun.
Sea Sun will undertake an aggressive advertising campaign. Marketing however is
more than advertising. It is a wide range of communication that includes
personal selling, promotions, public relations and advertising.
Sea Sun will provide products other than watercraft to their customers. The
Company plans to provide merchandise such as clothing and lotions to promote the
Sea Vu name and experience. Sea Sun will attend and participate in a number of
trade shows to promote the Sea Vu product.
Marketing and promotional actions in protected areas shall help increase the
visitors awareness of environmental protection and encourage respect for local
tradition and customs. Marketing and promotional messages shall highlight the
authentic values and assets of the territory, and assist the visitor.
Competition
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There are some resorts that offer only non-motorized water sports as a rule, to
avoid disturbing the peace and for protection of the environment. Many resorts
however still offer water-skiing, jet skiing and parasailing. Other resort
activities include extensive activities on, in and under the water including
snorkel excursions, motorboat journeys, sailing, deep-sea diving, deep-sea
fishing, windsurfing, surfing, sub-water walk and kayak trips. The Sea Vu
currently has no direct product competition however all of the foregoing
activities compete for the tourist's business.
Sea Sun considers their major competition to be the Personal Water Craft (PWC)
which has undergone a significant growth pattern, especially over the last
decade. PWC became commercially available during the 1970s when Kawasaki Motors
Corporation introduced the Jet Ski. This craft allowed one person to maneuver a
small boat while standing up. Recent models, allow as many as three people on
board, can pull a water skier, and can reach speeds of 60 mph. PWC's in a short
time also have proven to be very dangerous both to the operator and to other
people on a body of water. Most of the injuries involved operators of rented
PWC's. Approximately one-half of these operators had less than one hour of
experience in PWC operation.
Despite the increased popularity of PWC, many countries and resorts are limiting
or banning their use because of environmental and other concerns. Emissions from
fuel and oil have the greatest potential for environmental harm due to the
damaging effects of hydrocarbons to water. Noise is also cited as a concern and
of course the risk of injury is impacting this decision.
(2) Increase in Authorized Shares
Alpha's Board of Directors has unanimously approved an increase in Alpha's
authorized shares of Common Stock from 10,000,000 shares, par value $.001 to
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100,000,000 shares, par value $.001, and approved authorization of 50,000,000
Preferred Shares, par value $.001 with the issuance of any such Preferred Stock,
in such series and with such rights, powers and designations thereof, to be
determined by the Board of Directors as and when any shares of Preferred Stock
are issued.
(3) Change of Corporate Name
In connection with the consummation of the Acquisition, Alpha has agreed to
change its corporate name to "Sea Sun Corporation" which will more accurately
describe the new business in which Alpha intends to become involved. Alpha's
Board of Directors believes that, assuming that the Acquisition is consummated;
changing Alpha's name is in the best interests of Alpha and its shareholders.
Alpha's Board of Directors has unanimously approved the change of Alpha's name
to Sea Sun Corporation.
(4) Election of Directors
In accordance with the Agreement, one of the purposes of the meeting is to
elect three (3) Directors to hold office until the next Annual Meeting of
Stockholders of Alpha, and until their successors are duly elected and
qualified.
Nominees
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The nominees listed below are designees of Sea Sun, in accordance with the
Agreement. The Board does not anticipate that any nominee will be unavailable to
serve, if elected - Rodney Koch, Graham Millington and Wayne Izumi.
A summary of the business experience of the nominees for director of Alpha
is as follows:
Rodney Koch - Chairman. Mr. Koch, is a Sea Sun founder and Director. Mr. Koch
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has been responsible for all aspects of the Company. As the Company moves
forward his focus will be directed to marketing. Mr.Koch has extensive
experience in the design, molding and manufacture of fiberglass based products
as well electric propulsion systems. Prior to entering the leisure water sports
business was President of a private consulting firm. Mr. Koch a resident of
Kelowna, British Columbia, Canada where he will continue to oversee the
manufacturing of the Company's products.
Graham Millington - President and Chief Executive Officer. Mr. Millington a
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Director has a graduate business degree and has more than thirty years of
experience with finance and manufacturing companies. Mr. Millington has held
senior executive position in a number of public and private companies during his
career. Prior to joining the Company he was C.F.O. of a public company in the
health care business and before that President and major shareholder of a
national beverage company. Mr. Millington will focus on developing the
infrastructure of the Company. Particular attention will be directed to all
areas of finance and the development of the public company. Mr. Millington is a
resident of Oakville, Ontario, Canada.
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Wayne Izumi - Director and Secretary. Mr. Izumi is President of Stoller Canada
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Inc., a Canadian agricultural chemical company and Izumi Outdoors Inc., a
multi-media company. Mr. Izumi is a successful businessman, entrepreneur and a
well respected member of the community. As a founder of Izumi Outdoors the
company has been in the business of fishing for almost 20 years and is made up
of several divisions including television, radio and magazine.
Directors and Executive Officers
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The following table contains certain information with respect to the persons who
are nominated to serve as Directors and Executive officers of Alpha.
Name & Address of Directors Number of Shares
And Executive Officers Beneficially owned Percentage
- --------------------------- ------------------ ----------
Rodney Koch *
4146 Gallagher's Forest South 3,860,000 46.3%
Kelowna, BC V1W 4X2
Graham Millington
424 Brookville road
Oakville, ONT. L6V 5K5 1,930,000 23.2%
Wayne Izumi
% Sea Horse International Ventures, Inc.
4146 Gallagher's Forest South
Kelowna, BC V1W 4X2 0 0
All officers & directors
as a group (3 persons) 5,790,000 69.5%
* include 3,860,000 shares owned by Sea Horse International Ventures,
Inc. an Alberta, Canada corporation controlled by Rodney Koch
Other Matters
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No Solicitation of Votes
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Under Section 228 of the DGCL, in lieu of a meeting, shareholder action may
be taken by written consent of a majority of the outstanding shares necessary to
authorize the transaction. Four shareholders owning a total of 7,950,000 shares,
or approximately 94% of Alpha's 8,430,000 outstanding shares, have signed the
Written Consent. Therefore, other than those four shareholders, no vote of any
other shareholder of Alpha is required to authorize the corporate actions
described in this Information Statement.
The Board of Directors of Alpha also approved these changes, by unanimous
consent dated July 29, 2004.
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Alpha is not required to solicit and is not soliciting votes or consents
from any of its other shareholders.
Payment of Expenses
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The payment of expenses related to the preparation and filing of this
Information Statement has been made by Alpha.
More Information
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This Information Statement is provided for information purposes only. We
are not soliciting proxies in connection with the items described herein. You
are not required to respond to this Notice.
The accompanying Information Statement is for information purposes only.
Please read the accompanying information statement carefully.
Alpha files annual, quarterly and special reports and proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements or other information Alpha files at the SEC's
public reference room at 450 Fifth Street N.W., Washington, D.C. 20549, or on
the SEC's web site, http://www.sec.gov.
You may call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. You may also obtain copies of the filings of Alpha made
with SEC directly from Alpha by requesting them in writing or by telephone at
the address set forth earlier in this Information Statement.
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