U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 14F-1
Under the Securities Exchange Act of 1934
HENGEST INVESTMENTS, INC.
(Exact name of registrant as specified in its corporate charter)
000-49978
(Commission File Number)
Delaware
(State of Incorporation)
none
(I.R.S. Employer Identification No.)
P.O. Box 1947, Noosa Heads, Queensland 4567, Australia
(Address of principal executive offices)
(61-7) 5474-0492
(Registrant's telephone number, including area code)
HENGEST INVESTMENTS, INC.
INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 14F-1 THEREUNDER
GENERAL
This Information Statement is being delivered on or about March 10, 2004 to
the holders of shares of common stock, par value $0.0001 (the "Common Stock")
of Hengest Investments, Inc., a Delaware corporation (the "Company"). You are
receiving this Information Statement in connection with the appointment of two
new members to the Company's Board of Directors (the "Board").
On March 10, 2004, T. Chong Weng, the majority shareholder of the Company
entered into a Share Purchase Agreement (the "Agreement") with Meridian Pacific
Investments HK Ltd., which results in a restructuring of the Company's
management, Board, and ownership.
Pursuant to the terms of the Agreement, on March 10, 2004 T. Chong Weng sold
2,240,000 shares of the Company, representing at that time 100% of the
outstanding Common Stock, to Meridian Pacific Investments HK Ltd. As
consideration for the purchase of the shares, Meridian Pacific Investments HK
Ltd. paid the sum of US$35,000.
On March 10, 2004, in accordance with the Agreement, T. Chong Weng resigned
as the sole director and officer and appointed John R. Kennerley and Joseph A.
Joyce as directors of the Company. Messrs. Kennerley and Joyce will not take
office until ten (10) days after this Information Statement is mailed or
delivered to all Company stockholders in compliance with Section 14(f) of the
Securities Exchange Act of 1934 (the "Exchange Act") and Rule 14f-1 thereunder.
YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE NOT,
HOWEVER, REQUIRED TO TAKE ANY ACTION.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING SECURITIES OF THE COMPANY
On March 10, 2004 there were 2,240,000 shares of common stock issued and
outstanding. Each share of Common Stock entitles the holder thereof to one
vote on each matter that may come before a meeting of the shareholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 10, 2004, certain information
with respect to the Company's equity securities owned of record or beneficially
by (i) each officer and director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all directors and executive officers as a group.
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND PERCENT OF
BENEFICIAL OWNER (1) NATURE OF CLASS (2)
BENEFICIAL
OWNERSHIP
- -------------- ---------------------------------------- ---------- ----------
Common Stock Meridian Pacific Investments HK Ltd. (3) 2,240,000 100%
P.O. Box 1947, Noosa Heads
Queensland 4567, Australia
Common Stock All Officers and Directors as a Group 0 0%
(2 persons)
- --------------
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise indicated, represents
securities for which the beneficial owner has sole voting investment
power or has the power to acquire such beneficial ownership within 60
days.
(2) Based upon 2,240,000 shares issued and outstanding.
(3) Meridian Pacific Investments HK Ltd. is majority owned and controlled by
Graham J. Bristow.
CHANGES IN CONTROL
On March 10, 2004, Meridian Pacific Investments HK Ltd. acquired 2,240,000
shares from T. Chong Weng in a private transaction. At that time, Meridian
Pacific Investments HK Ltd. became the "control person" of the Registrant as
that term is defined in the Securities Act of 1933, as amended. Simultaneously
with this transaction, T. Chong Weng resigned as an officer and director and
appointed John R. Kennerley and Joseph A. Joyce to the Board and which
appointment is effective ten (10) days after mailing of this Information
Statement. John R. Kennerley was appointed as President and Chief Executive
Officer and Joseph A. Joyce as Secretary and Treasurer of the Company.
Prior to the sale, the Company had 2,240,000 shares of Common Stock
outstanding.
DIRECTORS AND EXECUTIVE OFFICERS
LEGAL PROCEEDINGS
The Company is not aware of any legal proceedings in which any director,
officer, or any owner of record or beneficial owner of more than five percent
of any class of voting securities of the Company, or any affiliate of any such
director, officer, affiliate of the Company, or security holder, is a party
adverse to the Company or has a material interest adverse to the Company.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and ages of the incoming director
and executive officer of the Company, the principal offices and positions with
the Company held by each person. Such person will become a director or
executive officer of the Company effective 10 days after the mailing of this
Information Statement. The executive officers of the Company are elected
annually by the Board. The directors serve one year terms until their
successors are elected. The executive officers serve terms of one year or
until their death, resignation or removal by the Board. Unless described below,
there are no family relationships among any of the directors and officers.
NAME POSITION
- ----------------- -----------------------------------------------
John R. Kennerley President, Chief Executive Officer and Director
Joseph A. Joyce Secretary, Treasurer and Director
Mr. John Kennerley, 61 years of age is a Sydney businessman, holder of both
British and Australian Passports. He does not hold any positions in any listed
public company at this stage. Mr. Kennerley is a director and shareholder of
Meridian Pacific Capital Pte Ltd. Mr Kennerley was managing director of Vernon
Pools US for many years. Vernon Pools introduced and operated the New York
State Lottery/Lotto on behalf of the government of New York.
Mr. Joseph Joyce, 57 years of age is a Sydney businessman, holder of both
British and New Zealand Passports. He does not hold any positions in any
listed public company at this stage. Mr. Joyce is CEO of Maestro Business
Systems a supplier and developer of specialist software products. He holds a
MBA from Auckland University, Auckland, New Zealand.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC
initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of the Company. Officers, directors and
greater than ten percent shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, none of the officers, directors or shareholders
of the Company was delinquent in any necessary filings under Section 16(a).
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
EXECUTIVE OFFICERS AND DIRECTORS
The Company currently does not pay any cash salaries to any officers or
directors.
SUMMARY COMPENSATION TABLE
The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal year ended December 31,
2003. Other than as set forth herein, no executive officer's salary and bonus
exceeded $100,000 in any of the applicable years. The following information
includes the dollar value of base salaries, bonus awards, the number of stock
options granted and certain other compensation, if any, whether paid or
deferred.
SUMMARY COMPENSATION TABLE
Annual Paid Compensation Long Term Compensation
------------------------- ------------------------
Awards Payouts
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OTHER RESTRICTED SECURITIES ALL
ANNUAL STOCK UNDERLYING LTIP OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
YEAR ($) ($) ($) ($) SARS (#) ($) ($)
NAME AND
PRINCIPAL
POSITION
NONE
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SAR'S GRANTED
OPTIONS/SAR'S TO EMPLOYEES IN FISCAL EXERCISE OF BASE PRICE
NAME GRANTED (#) YEAR ($/SH) EXPIRATION DATE
NONE
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Value of Unexercised In
Number of Unexercised The-Money Option/SARs
Shares Acquired Securities Underlying At FY-End ($)
On Value Options/SARs At Fy-End (#) Exercisable/Unexercisable
Name Exercise (#) Realized ($) Exercisable/Unexercisable
NONE
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Information Statement to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: March 10, 2004 HENGEST INVESTMENTS, INC.
By: /s/ John R. Kennerley
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John R. Kennerley
Director, President and CEO