UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C/A
(RULE 14C-101)
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT No. 1
Check the appropriate box:
[x] Preliminary Information [ ] Confidential, for use of Commission only
Statement (as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
SEALANT SOLUTIONS, INC.
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(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rule 14c-5(g) 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date filed:
STOCKHOLDERS SHOULD CAREFULLY READ THIS INFORMATION STATEMENT
AND THE ACCOMPANYING MATERIALS IN THEIR ENTIRETY
AMENDMENT TO INFORMATION STATEMENT
REGARDING A REVERSE STOCK SPLIT AND THE
INCREASE OF AUTHORIZED COMMON STOCK
OF THE COMPANY FROM
1,2000,000 SHARES TO 20,000,000 SHARES
BY SEALANT SOLUTIONS, INC.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
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This Information Statement is being circulated to advise the
shareholders of Sealant Solutions, Inc. (the "Company") of certain actions
already approved by written consent of the shareholders who collectively hold a
majority of the voting power of our common stock. This Information Statement
should have been circulated to shareholders twenty (20) days prior to the
effective date of the actions taken by the Company's Board of Directors and
approved by a majority of the shareholders in accordance with Rule 14c-2 under
the Securities Exchange Act of 1934. Therefore, this Information Statement is
being sent to you for informational purposes only.
This Information Statement is being provided to the shareholders of the
Company in connection with the following corporate transactions which have
already occurred:
1) Approval by the Board of Directors and the majority of
shareholders to declare a one-for-fifty (1:50) reverse stock
split of the capital shares of the Company, effective at the
close of business on December 26, 2002, to the holders of the
capital stock of the Company at the close of business on
December 13, 2002, pursuant to which each such holder shall
receive one (1) share of capital stock of the Company for each
fifty (50) shares of capital stock then held; and
2) Approval by the Board of Directors and the majority of
shareholders to increase the number of authorized shares from
1,200,000 shares to 20,000,000 shares.
THESE TRANSACTIONS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF
SUCH TRANSACTIONS NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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THE COMPANY
The Company was incorporated in Delaware in 1995 under the name UC'NWIN
Systems, Inc. In August 1999, the Company changed its name to The Winners
Edge.com, Inc. During 1999, as a result of a Chapter 11 Bankruptcy Plan of
Reorganization, the Company acquired the assets of The Winners Edge Licensing
Corporation. In addition to the assets, the Company also acquired a ten-year
license with the exclusive right to market the Winners Edge handicapping product
renewable for a second ten years. The Company did not acquire the ownership of
the handicapping program. In September 2000, the Company stopped marketing the
Winners Edge handicapping product due to insufficient income. On March 30, 2001,
the Company acquired a roofing sealant product, Roof Shield, which the Company
intends to market worldwide. In July 2001, the Company changed its name to
Sealant Solutions, Inc. In September 2001, the Company acquired the rights to
sell and distribute in the United States the Lady Ole' line of cosmetics
products. In February 2002, the Company entered into a joint venture agreement
with IFG Goldstar Cement Company for the entitlement to a royalty payment based
upon the sale of certain concrete products. In April 2002, the Company sold its
rights to the Lady Ole line of cosmetic products, and is no longer in that
business. In November 2002, the Company agreed to terminate and cancel the
remaining term of it's licensing agreement with the Winners Edge Licensing
Corporation, and will no longer attempt to market that product. The Company is
currently attempting to effect a merger, exchange of capital stock, asset
acquisition or other similar business combination with an operating or
development stage business that the Company may consider to have significant
growth potential. The Company is not restricting its search to any particular
industry.
THE REVERSE STOCK SPLIT
On December 7, 2002, the Company's Board of Directors approved a
one-for-fifty (1:50) reverse stock split of the issued and outstanding shares of
the Company's capital stock. The reverse stock split affected all holders of
shares of capital stock on December 13, 2002, at which time there were
53,626,325 shares of common stock issued and outstanding held by approximately
1,958 shareholders of record. The Board of Directors declared the effective date
of the reverse stock split to be December 26, 2002, at which time each affected
shareholder would receive one (1) share of capital stock for each fifty (50)
shares of capital stock then held. On December 12, 2002, the reverse stock split
was approved by written consent of a majority of the Company's shareholders.
The Board of Directors believed that the Company's share price at the
time of the reverse stock split had a negative effect on the marketability of
then existing shares a swell as impairing the Company's ability to attract a
viable operating entity to effectuate a business combination to increase
shareholder value.
In the reverse stock split, each fifty (50) shares of stock will
automatically be converted into one (1) share, without any action on the part of
the shareholders. Any fractional shares created by the reverse stock split will
not be redeemed for cash and will be rounded up to the nearest whole share.
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Consummation of the reverse stock split will change the number of
shares of common stock authorized by the Company's Articles of Incorporation but
not par value of each share of common stock. The reverse stock split will not
effect a stockholder's percentage ownership interest in the Company or
proportional voting power, except for minor differences resulting from
fractional shares having been rounded up to the next whole share.
Stockholders that wish to exchange their old certificates for new
certificates representing the number of whole shares of common stock into which
the shares of common stock represented by the old certificates have been
converted by the reverse stock split may contact the Company's stock transfer
agent, Olde Monmouth Stock Transfer Co., 77 Memorial Parkway, 2nd Floor,
Atlantic Highlands, NJ 0716; however it will not be necessary for stockholders
to exchange their old certificates. Stockholders will not be required to pay a
transfer or other fee in connection with the exchange of certificates.
Stockholders should note that the effect of the reverse stock split
upon the price of the Company's common stock cannot be accurately predicted. In
particular, there is no assurance that the price for shares of common stock
immediately after the reverse stock split will be fifty (50) times the price of
shares of common stock immediately prior to the reverse stock split.
Furthermore, there can be no assurance that the reverse stock split
will not adversely impact the price of the common stock or, alternatively, that
any increase in price of the Common Stock immediately after the reverse stock
split will be sustained for a prolonged period of time. In addition, the reverse
stock split likely will have the effect of creating odd lots of stock for some
stockholders. These odd lots may be more difficult to sell or have higher
brokerage commissions associated with their sale. Fractional shares shall be
rounded up to the next whole share.
THE INCREASE IN AUTHORIZED SHARES
The Board of Directors by unanimous written consent resolved on
December 7, 2002, to amend Article Four of the Company's Articles of
Incorporation to increase the aggregate number of shares of capital stock that
the Company shall have authority to issue from 1,200,000 shares to 20,000,000
shares. The Certificate of Amendment to the Articles of Incorporation were
approved by written consent of the Company's Board of Directors on December 7,
2002, and was approved by written consent on December 8, 2002, by the
shareholders owning a majority of the outstanding common stock, and the
Certificate of Amendment to the Articles of Incorporation were accepted by the
Delaware Secretary of State on December 20, 2002.
The Increase in Authorized Common Stock has been approved by the
written consent of the Company's majority stockholders, dated December 7, 2002.
Such consent from holders of a majority of the Company's issued and outstanding
shares is sufficient to approve the Increase in Authorized Common Stock under
the Delaware General Corporation Law. No other vote or consent of any other
stockholders, including the vote or consent of a majority of the unaffiliated
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stockholders is required or will be sought in connection with the Increase in
Authorized Common Stock. Under the Delaware General Corporation Law and the
Company's Certificate of Incorporation, the affirmative vote of a majority of
the issued and outstanding shares voting by written consent constitutes the act
of the stockholders. In order to eliminate the costs and management time
involved in holding a special meeting and in order to effect the Amendment as
early as possible to accomplish the purposes of the Company, the Board of
Directors utilized the written consent of the majority shareholders of the
Company.
The Company's Board of Directors collectively made its determination
based upon the unanimous conclusion reached by its members that the increase in
authorized shares was necessary because the Company anticipates the need for the
issuance of additional shares of stock to effectuate a business combination in
the event a suitable acquisition can be effectuated. There can be no assurance,
nor can the Board of Directors of the Company predict what effect this increase
in authorized capitalization will have on the market price of the Company's
common stock. The Company has no current plans for the issuance of additional
shares resulting from the authorized increase.
PURSUANT TO THE DELAWARE GENERAL CORPORATION LAW, DISSENTING STOCKHOLDERS WILL
NOT HAVE APPRAISAL RIGHTS RESULTING FROM THE INCREASE IN AUTHORIZED COMMON
STOCK.
If the Increase in Authorized Common Stock is effected, all stock
certificates representing shares of the Company's Common Stock will continue to
represent the same number of shares of Common Stock. Stockholders should NOT
send their certificates to the Company in connection with the Increase in
Authorized Common Stock. Each stockholder of record who holds shares of Common
Stock will continue to hold such shares represented by their existing stock
certificates.
PLEASE NOTE THAT ALL EXISTING STOCK CERTIFICATES SHOULD NOT BE SENT TO THE
COMPANY OR THE TRANSFER AGENT IN CONNECTION WITH THE INCREASE IN AUTHORIZED
COMMON STOCK.
The Increase in Authorized Common Stock has been effected by filing an
amendment to the Company's Certificate of Incorporation with the Delaware
Secretary of State and was effective upon such filing. The form of the amendment
to the Company's Certificate of Incorporation is set forth as Exhibit "A" to
this Information Statement. The Company filed the amendment to its Certificate
of Incorporation on December 20, 2002, and the amendment became effective on or
about December 26, 2002, the "Effective Date". The Increase in Authorized Common
Stock will not have any income tax consequence to the Company or its
stockholders. The number of authorized shares of the Company's Common Stock has
increased from 1,200,000 shares, $0.01 par value to 20,000,000 shares, $0.01 par
value. Apart from such changes, the terms of the Company's Common Stock will
remain the same. Stockholders who remain stockholders of the Company after the
Increase in Authorized Common Stock will experience no change in their
percentage stock ownership in the Company as a result of the increase in
authorized Common Stock.
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Other than as described in this Information Statement with respect to
the Company's efforts to locate and acquire a viable business enterprise, the
Company has no current plan to effect any extraordinary corporate transaction,
such as reorganization, liquidation, change in its present Board of Directors or
management, or change in the no dividend policy. The Company also has no current
plans to engage in any public offering of shares of common stock or other
securities. There is no assurance, however, that the Company will not form an
intention to engage in any of the foregoing transactions in the near future, or
that it will be able to negotiate any or all of the contemplated transactions on
terms favorable to the Company.
COMMON STOCK OWNERSHIP OF
MAJORITY SHAREHOLDERS AND MANAGEMENT
The following table sets forth, as of the date of this Information
Statement, certain information concerning beneficial ownership of the Company's
Common Stock by (i) each person known to the Company to own 5% or more of the
Company's outstanding Common Stock, (ii) all directors of the Company and (iii)
all directors and officers of the Company as a group:
Pre-Split Shares Percent Post-Split Shares Percent
Name and Address Beneficially of Beneficially of
of Beneficial Owner Owned (1) Class Owned Class
______________________ ________________ _______ _________________ _______
Michael E. Fasci 28,041,500(1)(2) 52.2% 560,830 52.2%
P.O. Box 500
E. Taunton, MA 02718
Edward W. Fasci Jr 205,000(1) 0.4% 4,100 .4%
105 Saranac Drive
Nashua, NH
________________ _______ _________________ _______
All Directors and
Executive Officers
as a Group (2 Persons) 28,246,500(1) 52.6% 564,930 52.6%
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(1) Pre-split shares
(2) Includes 2,500,000 common shares owned by Guest Travel, Inc., a private
corporation owned by Mr. Fasci.
As of March 31, 2003 there were 53,707,750 pre-split or 1,074,155
post-split shares of the registrant's Common Stock issued and outstanding.
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FINANCIAL INFORMATION; OTHER INFORMATION;
DOCUMENTS INCORPORATED BY REFERENCE
Pursuant to the Exchange Act, the Company files with the SEC periodic
reports and other documents relating to its business and operations, financial
condition, and other matters. Financial information is incorporated by reference
from the Company's Annual Report on Form 10-KSB for the year ended December 31,
2002, and its Quarterly Report on Form 10-QSB for the quarter ended March 31,
2003. The filings made by the Company as described above, may be inspected
without charge, and copies may be obtained at prescribed rates at the public
reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, or on-line from the Securities &
Exchange EDGAR system at: http://www.sec.gov The Annual and Quarterly Reports
are also available for inspection and copying during normal business hours at
the principal executive offices of the Company at 29 Abbey Lane, Middleboro, MA
02346.
CONCLUSION
As a matter of regulatory compliance, we are sending you this
Information Statement which describes the purpose and effect of the Amendment.
Your consent to the Amendment is not required and is not being solicited in
connection with this action. This Information Statement is intended to provide
our stockholders with information required by the rules and regulations of the
Securities Exchange Act of 1934.
For the Board of Directors of
Sealant Solutions, Inc.
By: /s/ Michael E. Fasci
---------------------------
Michael E. Fasci
Its: Chairman and CEO
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EXHIBIT "A"
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
SEALANT SOLUTIONS, INC.
SEALANT SOLUTIONS, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, does certify:
FIRST: that pursuant to the Unanimous Written Consent of the Board of
Directors of the Corporation, the Board adopted a resolution dated December 7,
2002, amending Article Four to the Articles of Incorporation of the Company to
change the aggregate number of shares of Capital Stock that the Company shall
have authority to issue at One Million Two Hundred Thousand (1,200,000) shares
in accordance with a one-for-fifty reverse stock split.
SECOND: that in lieu of a meeting and vote of stockholders, and in
accordance with the provisions of Section 303 of the General Corporation Law of
the State of Delaware, the Board of Directors of said corporation, by the
unanimous written consent of its members, adopted a resolution proposing and
declaring advisable the following amendment to the Certificate of Incorporation
of said Corporation:
RESOLVED, that the Certificate of Incorporation of SEALANT SOLUTIONS,
Inc. be amended by deleting Article Four to the Articles of Incorporation of the
Company and to insert the following in its place and stead:
"The total number of shares of stock which the Corporation
shall have authority to issue is twenty million (20,000,000).
All such shares are to be common stock, par value of one cent
($.01), and are to be of one class."
THIRD: that the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, Sealant Solutions, Inc. has caused this Certificate
to be signed by Michael E. Fasci, its Secretary this 8th day of December, 2002.
SEALANT SOLUTIONS, INC.
By: /s/ Michael E. Fasci
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Michael E. Fasci, Secretary
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