UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. ___)
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential - For Use of the Commission Only (as permitted by
Rule 14a-5(d)(2))
[X] Definitive Information Statement
Regency Group Limited, Inc.
(Name of Registrant as Specified in its Charter)
REGISTRANT
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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 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:
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(4) Date Filed:
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REGENCY GROUP LIMITED, INC.
8930 E. Raintree Drive, Suite 100
Scottsdale, Arizona 85260
Notice of Action by Written Consent of Shareholders to be
Effective May 31, 2002
Dear Stockholder:
Regency Group Limited, Inc. (the "Company" or "RGNC")
notifies our shareholders of record that stockholders holding a
majority of the voting power plan to effect a reverse split of our
issued and outstanding common stock on a 1:40 basis by written
consent in lieu of a special meeting, to be effective May 31,
2002.
The Information Statement is first being mailed to
stockholders of RGNC on or about May 10, 2002. Only beneficial
stockholders of record at the close of business on May 10, 2002
will be entitled to receive the Information Statement. These
actions will not be effective until a date which is at least
twenty (20) days after RGNC files the Definitive Information
Statement. You are urged to read the Information Statement in its
entirety for a description of the action to be taken by the
majority stockholders of the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
/s/ Terry Neild
Terry Neild, Chief Executive
Officer
Scottsdale, Arizona
May 9, 2002
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REGENCY GROUP LIMITED, INC.
8930 E. Raintree Drive, Suite 100
Scottsdale, Arizona 85260
INFORMATION STATEMENT
General Information
This information statement is being furnished to beneficial
holders of the common stock of Regency Group Limited, Inc., a
Nevada corporation ("RGNC"). RGNC will bear the cost of preparing
and sending out this information statement. Due to capital
limitations, this information statement will be provided to
beneficial shareholders of record as of May 10, 2002 via regular
postal mail. If you are not a beneficial shareholder of RGNC's
common stock, management will provide you with a copy of this
information statement upon written request.
The Board of Directors has recommended, and persons owning
the majority of the voting power of RGNC, intend to adopt
resolutions to effect the above-noted action.
Dissenters' Right of Appraisal
The Nevada Revised Statutes does not provide for dissenter's
rights of appraisal in connection with the proposed action.
PROPOSAL
REVERSE STOCK SPLIT
The Board of Directors has unanimously approved, and the
majority stockholders seek to approve, the effecting of a reverse
stock split on a 1-for-40 (1:40) basis in the issued and
outstanding shares of RGNC common stock.
Reasons for Approving a Reverse Stock Split
There are various reasons for the proposed Reverse Split, the
foremost of which is to increase the price of the Company's traded
Common Stock, which the Board believes would foster confidence in
the Company and assist it in obtaining financing on more favorable
terms than otherwise might be available.
Another projected benefit of the Reverse Split would be a
very substantial reduction in the transaction costs associated
with trading in the Company's Common Stock. In most cases,
trading costs include both "brokers" trading commissions and the
"indirect cost" of "dealer markup," that is, the difference
between the buying and selling prices of dealers in a given stock
(the "bid-ask spread")
Further, the Board of Directors believes that the reduction
in the number of common shares outstanding, without any
corresponding material alteration in the economic composition of
the Company or the relative interests of the securities holders
would thus likely enhance the public and institutional perception
of the Company's Common Stock and thus increase investor interest.
However, no assurance can be given that the market price of the
Common Stock will increase in direct proportion to the ratio of
the Reverse Split. A failure of the stock's trading price to
completely reflect the mathematics of the Reverse Split would
result in a reduction in the market value of the Company's
securities, but, on the other hand, it is no less likely that the
Reverse Split may result in a disproportionately increased value
of the market value of the Company's Common Stock.
There can be no assurance that the total market
capitalization of the Common Stock after the proposed Reverse
Stock Split will be equal to the total market capitalization
before the proposed Reverse Stock Split or that the market price
following the Reverse Stock Split will either exceed or remain in
excess of the current market price.
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Potential Effects of the Reverse Stock Split
Pursuant to the Reverse Stock Split, each holder of shares of
our Common Stock (the "Old Common Stock") immediately prior to the
effectiveness of the Reverse Stock Split will become the holder of
fewer share of our Common Stock (the "New Common Stock") after
consummation of the Reverse Stock Split. Although the Reverse
Stock Split, will not, by itself, impact our assets or properties,
the Reverse Stock Split could result in a decrease in the
aggregate market value of our equity capital. The Reverse Stock
Split will not result in some stockholders owning "odd-lots." All
fractional share holdings shall be rounded up to whole numbers.
For example, if a shareholder owns 100 shares of Old Common Stock,
after the 40 to 1 Reverse Stock Split, that shareholder will now
own 3 shares of New Common Stock, not 2.5 shares of New Common
Stock.
All outstanding options, warrants, rights and convertible
securities will be appropriately adjusted for the Reverse Stock
Split automatically on the effective date of the Reverse Stock
Split. The Reverse Stock Split will affect all stockholders
equally and will not affect any stockholder's proportionate equity
interest in us except for those stockholders who would receive
cash in lieu of fractional shares. None of the rights currently
accruing to holders of the Common Stock, options or warrants to
purchase Common Stock or securities convertible into Common Stock
will be affected by the Reverse Stock Split. Following the
Reverse Stock Split, each share of New Common Stock will entitle
the holder thereof to one vote per share and will otherwise be
identical to one share of the Old Common Stock.
We are currently authorized to issue a maximum of 100,000,000
shares of Common Stock. Although the number of authorized shares
of Common Stock will not change as a result of the Reverse Stock
Split, the number of shares of Common Stock issued and outstanding
will be reduced to a number that will be approximately equal to
(a) the number of shares of Common Stock issued and outstanding
immediately prior to the effectiveness of the Reverse Stock Split,
divided by (b) the applicable number (which will be 40 as
determined by the Board) in accordance with the ratio of the
Reverse Stock Split, and (c) increased by the rounding up of any
fractional shares to whole shares. With the exception of the
number of shares issued and outstanding, the rights and preference
of the shares of Common Stock prior and subsequent to the Reverse
Stock Split will remain the same. It is not anticipated that our
financial condition, the percentage ownership of management, the
number of our stockholders or any aspect of our business would
materially change as a result of the Reverse Stock Split. Our
Common Stock is currently registered under Section 12(g) of the
Exchange Act, and as a result, we are subject to the periodic
reporting and other requirements of the Exchange Act. The Reverse
Stock Split is not the first step in, and will not have the effect
of, a "going private transaction" covered by Rule 13e-3 under the
Exchange Act. Additionally, the Reverse Stock Split will not
affect the registration of our Common Stock under the Exchange Act
as we will continue to be subject to the Exchange Act's periodic
reporting requirements.
Increase of Shares of Common Stock Available for Future Issuance
As a result of the Reverse Stock Split, there will be a
reduction in the number of shares of our Common Stock issued and
outstanding and an associated increase in the number of authorized
shares which would be unissued and available for future issuance
after the Reverse Stock Split (the "Increased Available Shares").
The Increased Available Shares may be used for any proper
corporate purpose approved by the Board including, among others,
future financing transactions.
Effectiveness of Reverse Stock Split
In determining the ratio of the Reverse Stock Split, the
Board will assess numerous factors including, but not limited to,
analysis of the most recent fiscal quarter of the Company, general
economic conditions, and the existing and expected marketability
and liquidity of our Common Stock. The judgment of the Board
regarding the ratio will be conclusive.
Commencing on the date of the Reverse Stock Split, each Old
Common Stock certificate will be deemed for all corporate purposes
to evidence ownership of the reduced number of shares of Common
Stock resulting from the Reverse Stock Split and each stockholder
of record who owns a fewer number of shares of our Common Stock
than the Reverse Stock Split ratio shall have his or her
fractional shares rounded up to equal one whole share of New
Common Stock. As soon as practicable after the filing date,
stockholders will be notified as to the effectiveness of the
Reverse Stock Split and instructed as to how and when to surrender
their certificates representing shares of Old Common Stock in
exchange for certificates representing shares of New Common Stock.
We intend to use Pacific Stock Transfer Company as our exchange
agent in effecting the exchange of certificates following the
effectiveness of the Reverse Stock Split.
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INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE
ACTED UPON
The following table shows how much RGNC Common Stock is owned
as of March 30, 2002 by each Director, each executive officer
named in the Summary Compensation Table and all Directors and
executive officers as a group. As of March 30, 2002, we are not
aware of any other stockholders owning 5% or more of RGNC's Common
Stock. The aggregate number of common shares issued and
outstanding of RGNC as of March 30, 2002 was 39,900,900.
Name Number of Shares Percent of
Owned Outstanding
Shares
- --------------------------------------------------------------
EXECUTIVE OFFICERS AND
DIRECTORS
- ------------------------
Terry Neild, President & 8,466,200 21.22%
CEO
Pamela Michie, Corporate -0- 0.00%
Secretary
Ralph Massetti, Director 1,000,000 2.51%
All officers and directors 9,466,200 23.72%
as a group
5% OR GREATER SHAREHOLDERS
- --------------------------
Investment Capital 5,000,000 12.53%
Corporation
Advantage Nevada 2,833,531 7.10%
Corporation
Charles Neild (1) 1,600,000 4.01%
Victoria Neild (2) 891,300 2.23%
Notes:
(1) Charles Neild is the brother of Terry W. Neild, the President
of RGNC.
(2) Victoria Neild is the wife of Terry W. Neild, the President
of RGNC.
No director has informed RGNC in writing that he intends to
oppose the action set forth herein.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Multiple shareholders sharing an address will receive only
one annual report unless we receive contrary instructions from one
or more of the security holders. We shall undertake to deliver
promptly upon written or oral request a separate copy of the
annual report or proxy statement, as applicable, to a security
holder at a shared address to which a single copy of the documents
was delivered.
Security holders may contact the Company at 8930 E. Raintree
Drive, Suite 100, Scottsdale, Arizona 85260. The Company can also
be reach via telephone at (480) 444-0081.
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