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:
/X/ Preliminary Information Statement
/ / Confidential, For Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
/ / Definitive Information Statement
FAMOUS FIXINS, INC.
(Name of Registrant As Specified In Charter)
Not Applicable
(Name of Person(s) Filing the Information Statement if other than Registrant)
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pursuant to Exchange Act Rule 0-11:
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FAMOUS FIXINS, INC.
1325 Howard Ave. #422
Burlingame, California 94010
NOTICE OF WRITTEN CONSENT OF SHAREHOLDERS
March 21, 2003
To Shareholders of Famous Fixins, Inc.:
NOTICE IS HEREBY GIVEN that the following actions will be taken pursuant to
the written consent of a majority of our shareholders, dated March 10, 2003, in
lieu of a special meeting of the shareholders. The following actions will be
effective on or about April 10, 2003:
1. amendment of our certificate of incorporation to change the Company
name from Famous Fixins, Inc. to Warning Model Management, Inc., and
concurrently to change the Company's OTCBB trading symbol.
2. amendment of our Certificate of Incorporation to increase the
authorized number of shares of our common stock from 200,000,000 to
800,000,000.
3. the ratification of the appointment of Pohl, McNabola & Berg, LLP as
our independent accountants for the current fiscal year.
This Notice and the attached Information Statement are being circulated to
advise the shareholders of certain actions already approved by written consent
of the shareholders who collectively hold a majority of the voting power of our
common stock. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934,
as amended, the proposals will not be effective until 20 days after the date
this Information Statement is mailed to the shareholders. Therefore, this Notice
and the attached Information Statement are being sent to you for informational
purposes only.
By Order of the Board of Directors,
/s/ Michael Rudolph
---------------
Michael Rudolph, Chief Executive
Officer and Director.
FAMOUS FIXINS, INC.
1325 Howard Ave. #422
Burlingame, California 94010
INFORMATION STATEMENT
WRITTEN CONSENT OF SHAREHOLDERS
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is furnished in accordance with the requirements of
Regulation 14C promulgated under the Securities Exchange Act of 1934, as
amended, by Famous Fixins, Inc., a New York corporation, in connection with
certain actions to be taken by the written consent by the majority shareholders
of Famous Fixins, dated March 10, 2003.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended,
the actions will not be effective until 20 days after the date of this
Information Statement is mailed to the shareholders.
THE APPROXIMATE DATE OF MAILING OF THIS INFORMATION STATEMENT IS March 18, 2002.
We anticipate that the actions contemplated by this Information Statement will
be effected on or about the close of business on April 8, 2003.
The actions to be effective twenty days after the mailing of this Information
Statement are as follows:
1. amendment of our certificate of incorporation to change the Company
name from Famous Fixins, Inc. to Warning Model Management, Inc., and
concurrently to change the Company's OTCBB trading symbol.
2. amendment of our Certificate of Incorporation to increase the
authorized number of shares of our common stock from 200,000,000 to
800,000,000.
3. the ratification of the appointment of Pohl, McNabola & Berg, LLP as
our independent accountants for the current fiscal year.
Shareholders of record at the close of business on March 10, 2003 are entitled
to notice of the action to be effective on or about April 10, 2003. As of the
record date, our authorized capitalization consisted of 200,000,000 shares of
common stock, par value $0.001 per share, of which 60,673,834 were issued and
outstanding. Each share of our common stock entitles its holder to one vote on
each matter submitted to the shareholders. However, because the shareholders
holding at least a majority of the voting rights of all outstanding shares of
capital stock as of the record date have voted in favor of the foregoing actions
by resolution dated March 10, 2003; and having sufficient voting power to
approve such proposals through their ownership of the capital stock, no other
consents will be solicited in connection with this Information Statement.
This Information Statement will serve as written notice to shareholders pursuant
to Section 615(c) of the New York Business Corporation Law.
SHAREHOLDER DISSENTER'S RIGHT OF APPRAISAL
The Business Corporation Law of New York does not provide for dissenter's rights
of appraisal in connection with the proposed actions.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND NO SHAREHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED IN THIS
INFORMATION STATEMENT.
ABOUT FAMOUS FIXINS
On December 31, 2002, Famous Fixins, Inc. ("FIXN") was acquired by Warning Model
Management, LLC through a reverse merger of FIXN Acquisition Sub, Inc., a
subsidiary of FIXN. Warning Model Management, LLC was established in September
1998 and is one of the larger modeling agencies in the United States, providing
high-quality fashion oriented models to both the fashion industry as well as
retailing and advertising sectors. Warning Model Management is located in Los
Angeles, California and provides modeling services worldwide.
STOCK OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information known to the Company
with respect to the beneficial ownership of the Company's common stock as of
March 10, 2003 by (i) each person who is known by the Company to own
beneficially more than 5% of the Company's common stock, (ii) each of the
Company's directors and executive officers, and (iii) all officers and directors
of the Company as a group. Except as otherwise listed below, the address of each
person is c/o Famous Fixins, Inc., 1325 Howard Ave. #422, Burlingame, California
94010.
Name and Address Number of Shares Percent Owned (1)
of Beneficial Owner Class
- ----------------------------------- ------------------- --------------
Steve Chamberlin 9,725,462 16.0%
Managing Member of Warning
Model Management, LLC
George Furla 12,156,827 20.0%
Member of Warning Model Management
Jeffrey Wong 2,431,366 4.0%
Member of Warning Model Management
Peter Benz 5,000,000 8.2%
Howard Schraub 5,000,000 8.2%
Mercator Momentum Fund, L.P. 5,000,000 8.2%
- ----------------------------------- ------------------- --------------
(1) Except as pursuant to applicable community property laws, the persons
named in the table have sole voting and investment power with respect
to all shares of common stock beneficially owned. The total number
of issued and outstanding shares of 60,673,834 and the total number
of shares owned by each person is calculated as of March 3, 2003.
BOARD COMMITTEES
The Board of Directors does not currently maintain an Audit Committee
or a Compensation Committee, but plans to appoint an Audit Committee and a
Compensation Committee in the near future. During the fiscal year ended December
31, 2002, the Board of Directors held one meeting.
COMPENSATION OF DIRECTORS
The Company's Directors are not currently compensated for attendance at Board of
Directors meetings.
EXECUTIVE COMPENSATION
The following table lists the names and ages of the executive officers
and directors of the Company and the Subsidiary. The directors were elected on
February 28, 2002 and will continue to serve until the next annual shareholders
meeting or until their successors are elected and qualified. All officers serve
at the discretion of the Board of Directors.
Name Age Position With the Company
- --------- --- -------------------------------------
Michael Rudolph 52 President, Chief Executive Officer,
President and Chairman
Steven Chamberlin 40 Managing Member of Warning Model
Management
- ------------
Michael Rudolph: Michael Rudolph was appointed Director and Chief Executive
Officer of Famous Fixins, Inc. on June 13, 2002. In 1995 Mr. Rudolph founded
The Edgehill Group, Inc., a financial advisory and consulting practice which
specializes in business strategy development and merger/acquisition evaluation.
In addition, in 2001 Mr. Rudolph founded and is the Managing Member of Viking
Asset Management, LLC, an investment advisor registered under the California
Corporate Securities Laws. Mr. Rudolph was within Charles Schwab's
Institutional Trading Division from 1989 through 1995 where he was responsible
for all non-trading activities. Prior to this, Mr. Rudolph held senior
management positions at Bank of America, Wells Fargo Bank, and Crocker National
Bank. Mr. Rudolph has qualified for registration with the National Association
of Securities Dealers as an Investment Advisor. He received his BS degree in
Biochemistry from Purdue University and has an MBA from Washington University,
St. Louis.
Steven Chamberlin: Stephen Chamberlin was appointed Director of Famous Fixins
on January 29, 2003. Mr. Chamberlin founded and has been the Managing Partner
of Warning Model Management, LLC. ("WMM") since 1998. Mr. Chamberlin co
founded and ran NY Models from 1996 through 1998 and prior to that he was
involved in the development and administration of LA Models. Mr. Chamberlin
was involved as a founder or senior manager in various modeling agencies since
1979. In 1984, Mr. Chamberlin earned a Bachelor of Law from the University of
New South Wales in Sidney Australia.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------ --------------------- --------
NAME AND RESTRICTED SECURITIES
PRINCIPAL OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) AWARD(S) OPTIONS(#) PAYOUTS COMPENSATION
- ------------------- ---- ------ ----- --------------- ---------- ----------- ------- ------------
Michael Rudolph 2002 $0 0 0 0 0 0 0
CEO
Steven Chamberlin 2002 $50,000 0 0 0 0 0 0
Managing Member 2001 $25,750 0 0 0 0 0 0
Warning Model 2000 $0 0 0 0 0 0 0
Management, LLC
OPTIONS GRANTED IN LAST FISCAL YEAR
No options to purchase Common Stock of the Company have been granted to the
Company's executive officers.
FISCAL YEAR-END OPTION EXERCISES AND OPTION VALUES
No options to purchase Common Stock of the Company have been granted to the
Company's executive officers.
EMPLOYEE COMPENSATION
We do not yet have a compensation committee that approves or offers
recommendations on compensation for our employees.
LEGAL PROCEEDINGS
None
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PROPOSAL I
ACTION TO CHANGE THE COMPANY NAME FROM FAMOUS FIXINS, INC. TO WARNING
MODEL MANAGEMENT, INC. AND CONCURRENTLY TO CHANGE THE COMPANY'S OTCBB
TRADING SYMBOL.
The holders of a majority of the shares of our outstanding common stock approved
in writing an amendment to our Certificate of Incorporation to change the
company name from Famous Fixins, Inc. to Warning Model Management, Inc. and
concurrently to change the Company's OTCBB trading symbol. The Company's new
Symbol will be determined at the time the name change becomes affective. The
name change action was taken to reflect the Company's new business which was a
result of the acquisition of FIXN Acquisition Sub, Inc., by Warning Model
Management, LLC.
PROPOSAL II
ACTION FOR INCREASING NUMBER OF AUTHORIZED SHARES
The holders of a majority of the shares of our outstanding common stock approved
in writing an amendment to our Certificate of Incorporation to increase our
authorized capital from 200,000,000 shares to 800,000,000 shares.
The increase in authorized capital was approved by shareholders who deemed it
advisable and in the company's best interests for reasons including the
following
o to have available additional authorized shares of our common stock in
an amount adequate to provide for our future needs.
o we may have future opportunities to engage in a private offering of our
securities in order to raise additional capital and carry out our
business objectives, however, our existing Certificate of Incorporation
does not authorize a sufficient number of shares of common stock to
close any such offering.
In addition to any proposed private offering, we may from time to time consider
acquisitions or other transactions which may require further issuance of shares
of our common stock. Currently, there are no definitive agreements respecting
any merger or consolidation with or acquisition of another business, however, a
majority in interest of the shareholders believes that the increase in the
number of authorized shares of common stock is in our best interest and that of
our shareholders because additional shares of common stock will provide us with
the ability to raise additional capital through a private offering.
Because of the Board of Directors' discretion in connection with an issuance of
additional shares of our common stock, the Board of Directors may, under certain
circumstances, possess timing and other advantages in responding to a tender
offer or other attempt to gain control of us, which may make such attempts more
difficult and less attractive. Any additional shares of common stock issued
would have the same rights and privileges as the currently outstanding shares of
common stock. For example, issuance of additional shares would increase the
number of shares outstanding and could necessitate the acquisition of a greater
number of shares by a person making a tender offer and could make such
acquisition more difficult since the recipient of such additional shares may
favor the incumbent management. Moreover, these advantages give the Board of
Directors the ability to provide any such holders with a veto power over actions
proposed to be taken by the holders of our common stock. This could have the
effect of insulating existing management from removal, even if it is in the best
interest of the common shareholders. Our management is not aware of any existing
or threatened efforts to obtain control of Famous Fixins. The issuance of any
additional shares of our common stock would also have the effect of diluting the
equity interests of existing shareholders and the earnings per share of existing
shares of common stock. Such dilution may be substantial, depending upon the
number of shares issued.
The increase in the authorized capital shall be effective on or about April 7,
2003, twenty days after the mailing of this Information Statement, and the
amendment to our Certificate of Incorporation will thereupon be filed.
PROPOSAL III
THE APPOINTMENT OF POHL, MCNABOLA & BERG AS AUDITORS FOR FAMOUS FIXINS, INC.
The Board of Directors of the Company has selected Pohl, McNabola & Berg,
LLP to audit the consolidated financial statements of the Company and its
subsidiaries for the fiscal year ending December 31, 2002. Pohl, McNabola &
Berg, LLP has served in this capacity since September, 2002.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
A Form 8-K was filed on February 26, 2003, and subsequently amended on March 3,
2002, respectively, reporting a change in accounting firms.
On January 31, 2003, the Famous Fixins, Inc. changed its principal independent
accountants from Freeman & Davis LLP, 225 West 34th Street, Suite 320, New
York, NY 10122 to Pohl, McNabola, Berg & Co., LLP, 50 Francisco Street, Suite
120, San Francisco, CA, 94133. Freeman & Davis LLP was dismissed and the
decision to change accountants was approved by the Board of Directors and audit
committee.
The reports of Freeman & Davis LLP on the financial statements for the past two
years ended December 31, 2001 and 2000 and the current year through the third
quarter ended September 30, 2002, and through the date of dismissal of January
31, 2003, contained no adverse opinions or disclaimers or were qualified as to
audit review scope, or accounting principles, except that a going concern
uncertainty was included in such reports.
During the Famous Fixins, Inc.'s past two years ended December 31, 2001 and 2000
and the current year through the third quarter ended September 30, 2002, and
through the date of dismissal of January 31, 2002, there were no disagreements
with Freeman & Davis LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing review scope or procedures, which
disagreements, if not resolved to the satisfaction of the former accountant,
would have caused it to make a reference to the subject matter of the
disagreements in connection with its report.
During the Famous Fixins, Inc.'s two most recent fiscal years ended December 31,
2001 and 2000 and the current year through the third quarter ended September 30,
2002, and through the date of dismissal of January 31, 2003, the Famous Fixins,
Inc. did not consult with Pohl, McNabola, Berg & Co., LLP regarding any of the
matters or events set forth in Item 304 (a)(2) of Regulations S-B.
OTHER MATTERS
The Board of Directors of the Company is not aware that any matter
other than those described in this Information Statement is to be presented for
the consent of the shareholders.
ADDITIONAL INFORMATION
We are subject to the informational requirements of the Securities Exchange Act
of 1934 and in accordance with the requirements thereof, file reports, proxy
statements and other information with the Securities and Exchange Commission
("SEC"). Copies of these reports, proxy statements and other information can be
obtained at the SEC's public reference facilities at Judiciary Plaza, Room 1024,
450 Fifth Street, N.W., Washington, D.C., 20549. Additionally, these filings may
be viewed at the SEC's website at http://www.sec.gov.
DISTRIBUTION OF INFORMATION STATEMENT
The cost of distributing this Information Statement has been borne by us and
certain shareholders that consented to the action taken herein. The distribution
will be made by mail.
Pursuant to the requirements of the Exchange Act of 1934, as amended, the
Registrant has duly caused this Information Statement to be signed on its behalf
by the undersigned hereunto authorized.
By Order of the Board of Directors
/s/ Michael Rudolph
----------------
Michael Rudolph, Chief Executive
Officer and Director
March 21, 2003
Burlingame, California