UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. __ )
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|_| Preliminary Information Statement
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|X| Definitive Information Statement
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
21098 BAKE PARKWAY, SUITE 100
LAKE FOREST, CA 92630-2163
NOTICE OF ACTION TO BE TAKEN WITHOUT A MEETING
OCTOBER 25, 2004
To Our Stockholders:
The attached Information Statement is being delivered to you pursuant to
Regulation 14C of the Securities Exchange Act of 1934 (the "Exchange Act"). This
Information Statement is circulated to advise our stockholders of action already
approved by written consent of stockholders who collectively hold a majority of
the voting power of our Common Stock. Pursuant to Rule 14c-2 under the Exchange
Act, the proposal will not be effective until 20 days after the date this
Information Statement is mailed to the stockholders. Therefore, this Information
Statement is being sent to you for informational purposes only.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
The action to be effective 20 days after the mailing of this Information
Statement is the (i) authorization of our board of directors to amend our
certificate of incorporation to increase the number of authorized shares of our
Common Stock from 50,000,000 to 150,000,000 in order to facilitate the
conversions of securities previously issued by us, (ii) authorization of our
board of directors to amend the Certificate of Designation of our Series B
Convertible Preferred Stock to reflect our contractual obligations in respect of
such shares, and (iii) the authorization of our board of directors, following
the increase of our authorized Common Stock and the conversions discussed in
more detail herein, to effect a one-for-twenty reverse stock split of our then
outstanding Common Stock.
We encourage you to read the Information Statement thoroughly, but you
need not take any action at this time. No vote will take place because all
required stockholder approvals have been obtained.
By Order of the Board of Directors
MARK A. JOSIPOVICH
Chairman of the Board and
Chief Executive Officer
October 25, 2004
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
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INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
This Information Statement was first mailed on or about October 25, 2004.
Our principal executive offices are located at 21098 Bake Parkway, Suite 100,
Lake Forest, California 92630-2163, and our telephone number is (949) 470-9534.
On October 14, 2004, the holders of approximately 64% of the voting
power of the outstanding shares of our Common Stock voted to (i) authorize our
board of directors to increase the number of authorized shares of our Common
Stock from 50,000,000 to 150,000,000 in order to facilitate the conversions of
securities previously issued by us, (ii) authorize our board of directors to
amend the Certificate of Designation of our Series B Convertible Preferred Stock
to reflect our contractual obligations in respect of such shares, and (iii)
authorize our board of directors, following the increase of our authorized
Common Stock and the conversions discussed in more detail herein, to effect a
one-for-twenty reverse stock split of our then outstanding Common Stock.
To more fully understand these matters affecting The Bluebook
International Holding Company, a Delaware corporation (the "Company"), you
should carefully read the entire Information Statement.
WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS INFORMATION STATEMENT AND, IF
GIVEN OR MADE, YOU MUST NOT RELY UPON SUCH INFORMATION OR REPRESENTATION AS
HAVING BEEN AUTHORIZED BY US OR BY ANY OTHER PERSON.
We are subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance with the Exchange
Act, we file reports, proxy statements, and other information with the U.S.
Securities and Exchange Commission (the "Commission"). You may inspect and copy
the reports, proxy statements, and other information filed by us with the
Commission at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and as well as the
Commission's Regional Offices. You may also call the Commission at
1-800-SEC-0330 for more information about the public reference room, how to
obtain copies of documents by mail or how to access documents electronically on
the Commission's web site at (http://www.sec.gov).
The Company is distributing this Information Statement to its stockholders
in full satisfaction of any notice requirements the Company may have under the
General Corporation Law of Delaware. No additional action will be undertaken by
the Company with respect to the receipt of written consents, and no dissenters'
rights with respect to the receipt of the written consents, and no dissenters'
rights under the General Corporation Law of Delaware, are afforded to the
Company's stockholders as a result of the adoption of these resolutions.
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SUMMARY
The following is a summary of certain information contained elsewhere in
this Information Statement. Reference is made to, and this Summary is qualified
in its entirety by, the more detailed information contained in this Information
Statement. Unless otherwise defined, capitalized terms used in this Summary have
the meanings ascribed to them elsewhere in this Information Statement. You are
urged to read this Information Statement in its entirety.
THE STOCKHOLDER CONSENT STOCKHOLDER VOTES WILL NOT BE SOLICITED.
The General Corporation Law of Delaware
allows the Company to take the following
action as authorized by a resolution
adopted by the holders of the majority
of our outstanding stock entitled to
vote thereon. A consent signed by a
majority of the Company's stockholders
on October 14, 2004 authorized our board
of directors to (i) increase the number
of authorized shares of our Common Stock
from 50,000,000 to 150,000,000 in order
to facilitate the conversions of
securities previously issued by us, (ii)
to amend the Certificate of Designation
of our Series B Convertible Preferred
Stock to reflect our contractual
obligations in respect of such shares,
and (iii) to effect, following the
increase of our authorized Common Stock
and the conversions, a one-for-twenty
reverse stock split of our then
outstanding Common Stock. The above
resolutions were duly adopted by the
holders of the majority of our
outstanding stock entitled to vote
thereon who collectively owned
22,700,000 shares of Common Stock
representing represented approximately
64% of our Common Stock. No vote of
any other stockholder is necessary and
stockholder votes are not being
solicited.
AMENDMENTS TO CERTIFICATE The first amendment to our certificate
OF INCORPORATION of increase the number of authorized
shares of our Common Stock from
50,000,000 to 150,000,000. The second
amendment is required as the Certificate
of Designation for our Series B
Convertible Preferred Stock limits the
amount of Common Stock which may be
converted at any time for a particular
holder of Preferred Stock to 4.9% of the
Company's issued and outstanding Common
Stock. However, the subscription
agreement pursuant to which the
Preferred Stock was issued waives this
provision in cases where the holder
already holds in excess of 4.9% of our
issued and outstanding Common Stock.
Accordingly, we are amending the
Certificate of Designation to correct
this discrepancy. The third amendment to
our certificate of incorporation will
effect a one-for-twenty reverse stock
split of our then outstanding Common
Stock. The certificates of amendment
effecting these amendments will be filed
with the Secretary of State of the State
of Delaware as soon as practicable 20
days after the mailing of this
Information Statement.
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THE COMPANY The Company is incorporated in the State
of Delaware. As of the date of this
filing, the Company had 35,405,618
shares of Common Stock outstanding.
THE CONVERSIONS The Company has received conversion
notices from the holders of 2,050 shares
of our Series B Convertible Preferred
Stock. Pursuant to the terms of the
Series B Convertible Preferred Stock and
the conversion notices, we are obligated
to issue 54,666,667 shares of our Common
Stock and we are also obligated to take
any and all corporate action as
necessary to increase our authorized
shares of Common Stock.
THE SETTLEMENTS The Company has also agreed to settle
$1,048,374 of debts owed to certain
members of the Company's management and
controlling stockholders (the "Debts")
through the issuance of 27,956,650
shares of Common Stock at the same price
per share as the Series B Convertible
Preferred Stock conversion price.
THE REVERSE SPLIT Following the conversion of our Series B
Convertible Preferred Stock and the
settlement of the Debts, we will have
approximately 124,162,268 shares of
Common Stock outstanding. Management of
the Company is of the view that this
number of outstanding shares makes the
Company unattractive to potential
investors. Accordingly, management of
the Company has determined that it is in
the best interests of the Company to
effect a one-for-twenty reverse stock
split of our outstanding Common Stock.
Following the one-for-twenty reverse
stock split we will have approximately
6,208,113 shares of Common Stock
outstanding.
THE STOCKHOLDER CONSENT
Delaware Corporation Law permits the holders of a majority of the shares
of the Company's outstanding voting stock to approve and authorize actions by
written consent of a majority of the shares outstanding as if the action were
undertaken at a duly constituted meeting of the Company's shareholders. Holders
owning 22,700,000 shares of Common Stock representing approximately 64% of the
voting power of our Common Stock approved the proposed amendments to our
certificate of incorporation on October 14, 2004. Accordingly, no vote of any
other stockholder is necessary and stockholder votes are not being solicited.
AMENDMENTS TO CERTIFICATE OF INCORPORATION
AND CERTIFICATE OF DESIGNATION
On October 14, 2004, the Board of Directors of the Company approved the
proposed amendments: (i) to Article IV of the Company's certificate of
incorporation, to increase the number of authorized shares of our Common Stock
from 50,000,000 to 150,000,000 in order to facilitate the conversions of
securities previously issued by us; (ii) to amend the Certificate of Designation
of our Series B Convertible Preferred Stock to reflect our contractual
obligations in respect of such shares; and (iii) following the increase of our
authorized Common Stock and the conversions, to amend Article IV of the
Company's certificate of incorporation to effect a one-for-twenty reverse stock
split of our then outstanding Common Stock.
The Company is obligated by the terms of its outstanding Series B
Convertible Preferred Stock and the conversion notices to issue 54,666,667
shares of our Common Stock. As this amount exceeds our presently authorized
share capital, the Company is also obligated by the terms of its outstanding
Series B Convertible Preferred Stock to take any and all corporate action as
necessary to increase its authorized shares of Common Stock. Accordingly, the
Board of Directors has determined that it is advisable and in the Company's best
interests to increase the Company's authorized shares of Common Stock to
150,000,000 shares, which will provide sufficient shares to allow for the
conversion of the Series B Convertible Preferred Stock and the Debts.
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The Board of Directors also believes it advisable to amend the Certificate
of Designation for our Series B Convertible Preferred Stock as it currently
limits the amount of Common Stock which may be converted at any time for a
particular holder of Preferred Stock to 4.9% of the Company's issued and
outstanding Common Stock. The subscription agreement pursuant to which the
Preferred Stock was issued, however, waives this provision in cases where the
holder already holds in excess of 4.9% of the issued and outstanding Common
Stock. Accordingly, we are amending the Certificate of Designation to correct
this discrepancy. The amendment to the Certificate of Designation for our Series
B Convertible Preferred Stock will not have an effect upon the rights of our
existing security holders as we are contractually obligated to issue in excess
of 4.9% of the Company's issued and outstanding Common Stock to persons who
already hold in excess of 4.9% of the Company's issued and outstanding Common
Stock.
The Board of Directors also believes that it is advisable and in the
Company's best interests, following the increase of the Company's authorized
share capital and the issuance of the approximately 83,000,000 shares of Common
Stock pursuant to the conversion of the Series B Convertible Preferred Stock and
the Debts, to effect a one-for-twenty reverse stock split of our then
outstanding Common Stock. The Board of Directors believes that the reverse split
may have the effect of increasing the trading range for the Company's Common
Stock due to the reduced number of shares outstanding, enabling the Company to
attract additional financing. However, there is no guarantee that such financing
is available or that it will be on terms acceptable to the Company.
The amendment to increase the number of authorized shares of Common Stock
would delete Article IV of the certificate of incorporation and replace it with
the following:
"The authorized capital stock of the Corporation shall consist of
150,000,000 shares of Common Stock, $0.0001 par value, and 10,000,000
shares of preferred stock, $0.0001 par value."
The amendment to change the Certificate of Designation (Series B
Convertible Preferred Stock) would delete paragraph 3(k) of the Certificate of
Designation and replace it with the following:
"Notwithstanding anything to the contrary set forth herein, the Company is
prohibited from converting any portion of the Preferred Stock in excess of
the portion of the Preferred Stock collectively that, upon giving effect
to such conversion, would cause the aggregate number of shares of Common
Stock beneficially owned by the Purchaser and its affiliates to exceed
4.9% of the outstanding shares of the Common Stock following such
conversion, unless such Purchaser already beneficially owns Common Stock
that exceeds 4.9% of the outstanding shares of the Common Stock without
giving effect to the Conversion."
The amendment to effect the one-for-twenty reverse stock split of our then
outstanding Common Stock following the conversions would insert the following
language into Article IV of the certificate of incorporation:
"On the effective date of this amendment each twenty (20) issued and
outstanding shares of this Corporation's Common Stock shall automatically
convert into one share of this Corporation's Common Stock. Notwithstanding
the above, no fractional shares will be issued. Any shareholder of this
Corporation who on the effective date of this amendment owns less than
twenty (20) shares, and who would therefore otherwise receive less than
one share of this Corporation's Common Stock shall be entitled to receive
$0.0001 for each one share of this Corporation's Common Stock owned by
such shareholder immediately prior to the effective date of this
amendment, provided such shareholder sends a written request for payment
to this Corporation. Any fractional share which as a result of the
foregoing would otherwise be issued to a shareholder of this Corporation
shall be rounded down to the nearest whole share.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
COMMON STOCK
The following tables set forth information regarding the beneficial
ownership of our Common Stock as of October 14, 2004, giving effect to the
conversions of the Series B Convertible Preferred Stock and the Debts, as
described herein, as to:
o each of the executive officers named in the Summary Compensation
Table;
o each director and nominee for director;
o each person who is known by us to own beneficially more than 5% of
our outstanding Common Stock; and
o all directors and executive officers as a group.
Unless otherwise indicated, the address of each listed stockholder is c/o
The Bluebook International Holding Company, 21098 Bake Parkway, Suite 100, Lake
Forest, California 92630-2163. As of October 14, 2004, there were 35,405,618
shares of Common Stock outstanding. There were also 2,050 shares of Series B
Convertible Preferred Stock outstanding. Holders of Series B Convertible
Preferred Stock have no voting rights.
COMMON STOCK
NUMBER OF SHARES OF
COMMON STOCK PERCENTAGE OWNERSHIP OF
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) COMMON STOCK
------------------------ --------------------- -----------------------
NAMED EXECUTIVE OFFICERS AND DIRECTORS
Mark A. Josipovich 12,765,103(2) 10.28%
Daniel T. Josipovich 15,224,685(3) 12.26%
Paul D. Sheriff 0 0.0%
David M. Campatelli 0 0.0%
FIVE PERCENT STOCKHOLDERS OF COMMON STOCK
Daniel E. Josipovich (4) 65,185,010 52.50%
Dorothy E. Josipovich (5) 60,341,667 48.60%
The Freedom Family, LLC (6) 54,666,667 44.03%
ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP 27,989,789 22.54%
(4 PERSONS)
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(1) Unless otherwise indicated, all persons named in the table have sole
voting and investment power with respect to the shares of Common Stock
beneficially owned by them.
(2) Mark A. Josipovich beneficially owns an aggregate of 12,765,103 shares of
Common Stock, consisting of 5,675,000 shares of Common Stock and Debts of
$265,878.88 which the Company has agreed to convert into 7,090,103 shares
of Common Stock. These shares collectively constitute 10.28% of the total
number of shares of Common Stock currently issued and outstanding, which
for purposes of this calculation includes the 54,666,667 shares of Common
Stock into which the 2,050 shares of Series B Convertible Preferred Stock
are convertible and the 27,956,650 shares of Common Stock to be issued
upon the conversion of the $1,048,374 of Debts owed.
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(3) Daniel T. Josipovich beneficially owns an aggregate of 15,224,685 shares
of Common Stock, consisting of 5,675,000 shares of Common Stock and Debts
of $358,113.19 which the Company has agreed to convert into 9,549,685
shares of Common Stock. These shares collectively constitute 12.26% of the
total number of shares of Common Stock currently issued and outstanding,
which for purposes of this calculation includes the 54,666,667 shares of
Common Stock into which the 2,050 shares of Series B Convertible Preferred
Stock are convertible and the 27,956,650 shares of Common Stock to be
issued upon the conversion of the $1,048,374 of Debts owed.
(4) Daniel E. Josipovich beneficially owns an aggregate of 65,185,010 shares
of Common Stock, consisting of 5,675,000 shares of Common Stock and 2,050
shares of Series B Convertible Preferred Stock convertible into 54,666,667
shares of Common Stock and Debt of $181,625.37 which the Company has
agreed to convert into 4,843,343 shares of Common Stock. The 2,050 shares
of Series B Convertible Preferred Stock are owned by The Freedom Family,
LLC. These shares collectively constitute 52.50% of the total number of
shares of Common Stock currently issued and outstanding, which for
purposes of this calculation includes the 54,666,667 shares of Common
Stock into which the 2,050 shares of Series B Convertible Preferred Stock
are convertible as of October 14, 2004 and the 27,956,650 shares of Common
Stock to be issued upon the conversion of the $1,048,374 of Debts owed.
Daniel E. Josipovich may be deemed to share beneficial ownership of the
2,050 shares of Series B Convertible Preferred Stock because as a manager
of The Freedom Family, LLC, he shares the power to direct the voting and
disposition of the Series B Convertible Preferred Stock. Daniel E.
Josipovich expressly disclaims any beneficial ownership of the 2,050
shares of Series B Convertible Preferred Stock. The address of Daniel E.
Josipovich is 21391 Avenida Manantial, Lake Forest, CA 92630.
(5) Dorothy E. Josipovich beneficially owns an aggregate of 60,341,667 shares
of Common Stock, consisting of 5,675,000 shares of Common Stock and 2,050
shares of Series B Convertible Preferred Stock convertible into 54,666,667
shares of Common Stock. The 2,050 shares of Series B Convertible Preferred
Stock are owned by The Freedom Family, LLC. These shares collectively
constitute 48.60% of the total number of shares of Common Stock currently
issued and outstanding, which for purposes of this calculation includes
the 54,666,667 shares of Common Stock into which the 2,050 shares of
Series B Convertible Preferred Stock are convertible and the 27,956,650
shares of Common Stock to be issued upon the conversion of the $1,048,374
of Debts owed. Dorothy E. Josipovich may be deemed to share beneficial
ownership of the 2,050 shares of Series B Convertible Preferred Stock
because as a manager of The Freedom Family, LLC, she shares the power to
direct the voting and disposition of the Series B Convertible Preferred
Stock. Dorothy E. Josipovich expressly disclaims any beneficial ownership
of the 2,050 shares of Series B Convertible Preferred Stock. The address
of Dorothy Josipovich is 21391 Avenida Manantial, Lake Forest, CA 92630.
(6) The Freedom Family, LLC owns an aggregate of 54,666,667 shares of Common
Stock, consisting of 2,050 shares of Series B Convertible Preferred Stock
convertible into 54,666,667 shares of Common Stock. These shares
constitute 44.03% of the total number of shares of Common Stock currently
issued and outstanding, which for purposes of this calculation includes
the 54,666,667 shares of Common Stock into which the 2,050 shares of
Series B Convertible Preferred Stock are convertible and the 27,956,650
shares of Common Stock to be issued upon the conversion of the $1,048,374
of Debts owed. The address of The Freedom Family, LLC is 21391 Avenida
Manantial, Lake Forest, CA 92630.
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ANNUAL REPORT ON FORM 10-K
We filed our Annual Report on Form 10-KSB with the SEC on May 19, 2004.
Stockholders may obtain copies of the Form 10-KSB and the exhibits thereto,
without charge, by writing to the Corporate Secretary at our principal executive
offices at 21098 Bake Parkway, Suite 100, Lake Forest, CA 92630-2163.
By Order of the Board of Directors,
MARK A. JOSIPOVICH
Chairman of the Board and
Chief Executive Officer
October 25, 2004
Lake Forest, California