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
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
PARK HILL CAPITAL III CORP.
------------------------------------------------
(Name of Registrant as Specified in its Charter)
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PARK HILL CAPITAL III CORP.
P.O. Box 461029
Glendale, CO 80246
INFORMATION STATEMENT NOTICE
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
Dear Stockholders:
Notice is hereby given that on May 25, 2006, we received the
written consent, in lieu of a meeting of stockholders, from the holders of
a majority of our outstanding voting stock, approving an amendment to our
Articles of Incorporation to (i) change the name of our Company to
"New Fiber Cloth Technology, Inc.", (ii) increase the number of authorized
shares of common stock from 25,000,000 to 200,000,000, and (iii) authorize
the Company to issue up to 20,000,000 shares of preferred stock.
You are encouraged to read the attached Information Statement for
further information regarding this action.
This is not a notice of a meeting of stockholders and no stockholders
meeting will be held to consider the matters described herein. This
Information Statement is being furnished to you solely for the purpose of
informing stockholders of the matters described herein in compliance with
Regulation 14C of the Securities Exchange Act of 1934, as amended, and
NRS 78.385 and 78.390 of the Nevada Corporations Code.
By Order of the Board of Directors
/S/ DEBORAH SALERNO
-----------------------------------
Deborah Salerno
President, Director
Glendale, CO
June 9, 2006
PARK HILL CAPITAL III CORP.
P.O. Box 461029
Glendale, CO 80246
INFORMATION STATEMENT
THIS INFORMATION STATEMENT IS BEING PROVIDED TO YOU
BY THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND A PROXY
Approximate Date of Mailing: June 9, 2006
INTRODUCTION
This Information Statement is furnished on or about June 9, 2006
to the holders of record as of May 1, 2006 of shares of common stock,
$0.001 par value (the "Common Stock") of Park Hill Capital III Corp.
(the "Company") to notify such stockholders that on or about May 25, 2006
the Company received written consents in lieu of a meeting of stockholders from
holders of a majority of the shares of voting securities representing in excess
of 80% of the total issued and outstanding shares of voting stock of the Company
approving the Certificate of Amendment to the Articles of Incorporation of
the Company (the "Amendment"), pursuant to which (i) the name of the Company
will be changed to "New Fiber Cloth Technology, Inc." (the "Name Change"),
(ii) the number of shares of Common Stock that the Company is authorized to
issue will be increased from 25,000,000 shares to 200,000,000 shares (the
"Increase in Authorized"), and (iii) the Company will be authorized to issue up
to 20,000,000 shares of preferred stock, par value $0.001 (the "Authorization
of the Preferred"). A copy of the form of amendment to the Articles of
Incorporation reflecting the Name Change, the Increase in Authorized and the
Authorization of the Preferred is attached hereto as Exhibit A.
This Information Statement describing the approval of the Name Change,
the Increase in Authorized and the Authorization of the Preferred is first being
mailed or furnished to the Company's shareholders on or about June 9, 2006,
and such matters shall not become effective until at least twenty (20) calendar
days after this Information Statement is first sent or given to stockholders
pursuant to the requirements of Rule 14c-2(b) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). We anticipate that the actions
contemplated by this Information Statement will be effected on or about the
close of business on June 29, 2006.
The Amendment was adopted by our Board of Directors and the majority
stockholders (the "Majority Stockholders") of our Company in accordance with
the Corporation Law of the State of Nevada. The Majority Stockholders own
3,300,000 shares of Common Stock or approximately 84.9% of our outstanding
voting securities. No other votes were required or necessary to adopt this
amendment, and none are being solicited hereunder. See the captions "Voting
Securities and Principal Holders Thereof" and "Amendment to the Articles of
Incorporation and Vote Required for Approval," herein.
The Company will pay all costs associated with the distribution of
this Information Statement, including the costs of printing and mailing.
1
BACKGROUND
The Company entered into a Share Exchange Agreement (the "Share
Exchange Agreement") on January 26, 2006 between the Company, the Majority
Stockholders, Polara Global Limited, a British Virgin Islands international
business company ("Polara"), each of Polara's shareholders and WuJiang DeYi
Fashions Clothes Company Limited, a People's Republic of China limited
liability company ("DeYi"), pursuant to which the Company will acquire 100%
of Polara's issued and outstanding membership interests for the issuance by
the Company of 73,834,000 shares of the Company's Common Stock (the "Share
Exchange"). The Share Exchange is subject to certain conditions, as further
described in the Company's Form 8-K filed on February 1, 2006 which is
incorporated herein by reference. The Share Exchange Agreement was to terminate
under its terms on April 15, 2006 if the closing had not occurred by that date.
Effective April 15, 2006, the Company, the Majority Stockholders, Polara,
each of Polara's shareholders and DeYi entered into an Amendment to the Share
Exchange Agreement (the "Share Exchange Amendment") which, among other things,
provided an extension of the termination of the Share Exchange Agreement to
June 30, 2006. The Share Exchange Amendment is further described in the
Company's Form 8-K filed on April 19, 2006 which is incorporated herein by
reference.
PURPOSE OF NAME CHANGE
The Share Exchange Agreement and the Share Exchange Amendment
require that the Company change its name to an available name as specified
in writing by Polara. On May 3, 2006 a representative of Polara specified
in writing that the new name should be "New Fiber Cloth Technology, Inc."
The Company is therefore changing its name pursuant to the Share Exchange
Agreement and Share Exchange Amendment, and also to reflect the changed
nature of its business that would be in effect assuming completion of the
Share Exchange.
PURPOSE OF INCREASE IN AUTHORIZED
The Share Exchange Agreement requires that, prior to the closing of
the Share Exchange, the Company effectuate an increase in the authorized shares
of the Company's Common Stock from 25,000,000 to 200,000,000. The Company is
therefore effecting the Increase in Authorized pursuant to the Share Exchange
Agreement. The Increase in Authorized is necessary in order to have sufficient
authorized shares of Common Stock available to issue to Polara's shareholders
for the Share Exchange. Further, the Company's Board of Directors believes it
is desirable to have additional authorized shares of Common Stock available for
possible future financings, possible future acquisition transactions and other
general corporate purposes. The Company's Board of Directors believes that
having such additional authorized shares of Common Stock available for issuance
in the future should give the Company greater flexibility and may allow such
shares to be issued without the expense and delay of a special shareholders'
meeting. Although such issuance of additional shares with respect to future
financings and acquisitions would dilute existing shareholders, management
believes that such transactions would increase the value of the Company to its
shareholders. The increase in authorized Common Stock will not have any
immediate effect on the rights of existing shareholders, except for the
prospective dilution caused by the Share Exchange, if consummated. However,
the Board of Directors will have the authority to issue authorized Common Stock
without requiring future stockholder approval of such issuances, except as may
be required by the Articles of Incorporation or applicable law.
2
The proposed increase in the authorized number of shares of Common
Stock could have a number of effects on the Company's stockholders depending
upon the exact nature and circumstances of any actual issuances of authorized
but unissued shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable law)
in one or more transactions that could make a change in control or takeover of
the Company more difficult. For example, additional shares could be issued by
the Company so as to dilute the stock ownership or voting rights of persons
seeking to obtain control of the Company. Any such issuance of additional
stock could have the effect of diluting the earnings per share and book
value per share of outstanding shares of Common Stock and such additional shares
could be used to dilute the stock ownership or voting rights of a person seeking
to obtain control of the Company. Similarly,the issuance of additional shares
to certain persons allied with the Company's management could have the effect of
making it more difficult to remove the Company's current management by diluting
the stock ownership or voting rights of persons seeking to cause such removal.
The Board of Directors is not aware of any attempt, or contemplated attempt, to
acquire control of the Company, and this action is not being undertaken with the
intent that it be utilized as a type of anti-takeover device.
There are currently no plans, arrangements, commitments or
understandings for the issuance of the additional shares of Common Stock other
than pursuant to the Share Exchange Agreement.
PURPOSE OF AUTHORIZATION OF THE PREFERRED
The Share Exchange Agreement did not require the Authorization of the
Preferred. However, in the Board of Directors' opinion, the Authorization of
the Preferred provides flexibility for the Company's capital structure. The
Board of Directors believes that this flexibility is necessary to enable it to
tailor the specific terms of a series of Preferred Stock that may be issued to
meet market conditions and financing opportunities as they arise, without the
expense and delay that would be entailed in calling a stockholders meeting to
approve the specific terms of any series of Preferred Stock.
No preferred stock is presently authorized by the Company's Articles
of Incorporation. The proposed amendment would authorize the Board of Directors,
without any further stockholder action (unless such action is required in a
specific case by applicable laws or regulations or by applicable rules of a
trading market or stock exchange), to issue from time to time shares of
Preferred Stock in one or more series, to determine the number of shares to
be included in any series and to fix the designation, voting power, other
powers, preferences and rights of the shares of each series and any
qualifications, limitations or restrictions of the series.
3
The Authorization of the Preferred would authorize the Board of
Directors, from time to time, to divide the Preferred Stock into series, to
designate each series, and to determine for each series its respective rights
and preferences, including, without limitation, any of the following:
i. the rate of dividends, and whether dividends were cumulative or had a
preference over the Common Stock in right of payment;
ii. the terms and conditions upon which shares may be redeemed and the
redemption price;
iii. sinking fund provisions for the redemption of shares;
iv. the amount payable in respect of each share upon a voluntary or
involuntary liquidation of the company;
v. the terms and conditions upon which shares may be converted into other
securities of the company, including Common Stock;
vi. limitations and restrictions on payment of dividends or other
distributions on, or redemptions of, other classes of stock of the
company junior to such series, including the Common Stock;
vii. conditions and restrictions on the creation of indebtedness or the
issuance of other senior classes of stock; and
vii. voting rights.
Any series of Preferred Stock could, as determined by the Board of
Directors at the time of issuance, rank, with respect to dividends, voting
rights, redemption and liquidation rights, senior to the Company's Common Stock.
The Preferred Stock may be used by the Company for any proper
corporate purpose. Such purposes might include, without limitation, issuance in
public or private sales for cash as a means of obtaining additional capital for
use in the Company's business and operations. Other purposes could include
issuances in connection with the acquisition of other businesses or properties
and under certain circumstances, have the effect of delaying or preventing a
change in control of the Company by increasing the number of outstanding shares
entitled to vote and increasing the number of votes required to approve a
change in control of the Company.
4
It is not possible to state the precise effects of the authorization
of the Preferred Stock upon the rights of the holders of the Common Stock
until the Board of Directors determines the respective preferences, limitations,
and relative rights of the holders of the class as a whole or of any series of
the Preferred Stock. Such effects might include:
i. reduction of the amount otherwise available for the payment of dividends
on Common Stock to the extent dividends are payable on any issued
Preferred Stock;
ii. restrictions on dividends on the Common Stock;
iii. rights of any series or the class of Preferred Stock to vote separately,
or to vote with the Common Stock;
iv. conversion of the Preferred Stock into Common Stock at such prices as the
Board of Directors determines, which could include issuance below the
fair market value or original issue price of the Common Stock, diluting
the book value or per share value of the outstanding Common Stock; and
v. the holders of Common Stock not being entitled to shares in the Company's
assets upon liquidation until satisfaction of any liquidation preference
granted to holders of the Preferred Stock.
There are currently no plans, arrangements, commitments or
understandings for the issuance of shares of Preferred Stock.
DISSENTERS' RIGHTS
Under Nevada Law, our dissenting shareholders are not entitled to
appraisal rights with respect to our amendment, and we will not independently
provide our shareholders with any such right.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee for election as a
director, or any other person has any substantial interest, direct or
indirect, by security holdings or otherwise, in the proposed amendment to our
Articles of Incorporation which is not shared by all other stockholders.
5
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
The securities that would have been entitled to vote if a meeting was
required to have been held regarding this amendment to our Articles of
Incorporation consist of shares of our Common Stock. Each share of our
Common Stock is entitled to one vote. The record date for determining our
stockholders who would have been entitled to notice of and to vote on the
amendments to our Articles of Incorporation, was May 1, 2006. The number of
outstanding shares of our Common Stock at the close of business on May 1, 2006
was 3,886,000.
Security Ownership of Principal Holders and Management.
The following table sets forth certain information as of May 1, 2006
regarding current beneficial ownership of the shares of any class of our
Voting Securities by (i) each person known by us to own more than 5% of the
outstanding shares of our Voting Securities, (ii) each of our executive
officers and directors, and (iii) all of our executive officers and directors
as a group. Except as noted, each person has sole voting and sole investment
or dispositive power with respect to the shares shown. The information
presented is based on 3,886,000 outstanding shares of Common Stock.
TITLE OF NAME OF BENEFICIAL SHARES OF PERCENT OF
CLASS OWNER AND POSITION COMMON STOCK CLASS
- - ---------------------------------------------------------------------------
Common Frank L. Kramer (1) 1,250,000 (2) 32.17%
7676 E. Arizona Drive
Denver, CO 80231
Common Deborah A. Salerno (1) 1,100,000 28.31%
355 South End Ave, 22-B
New York, NY 10280
Common John P. O'Shea 1,100,000 28.31%
10 West St, Ste 28-C
New York, NY 10004
-----------------------------
DIRECTORS AND OFFICERS
AS A GROUP (2 persons) 2,350,000 60.47%
(1) The person listed is an officer and a director of the Company.
(2) Includes 150,000 shares owned by Mr. Kramer's spouse, of which Mr. Kramer
may be deemed to be the beneficial owner.
6
AMENDMENT TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
Nevada Law.
Nevada Revised Statutes ("NRS") 78.390 provides that every amendment to our
Articles of Incorporation shall first be adopted by the resolution of the Board
of Directors and then be subject to the approval of stockholders entitled to
vote on any such amendment. Under NRS 78.390 and the Company's bylaws, an
affirmative vote by stockholders holding shares entitling them to exercise at
least a majority of the voting power is sufficient to amend the Articles of
Incorporation. NRS 78.320 provides that, unless otherwise provided in the
Articles of Incorporation or the bylaws, any action required or permitted to
be taken at a meeting of the stockholders may be taken without a meeting if,
before or after the action, a written consent thereto is signed by stockholders
holding at least a majority of the voting power. In order to eliminate the
costs and management time involved in holding a special meeting, the
Company's Board of Directors voted to utilize, and did in fact obtain, the
written consent of the holders of a majority in the interest of the outstanding
Common Stock. The Majority Stockholders own 3,300,000 shares of Common Stock
or approximately 84.9% of our outstanding voting securities. No other votes
are required or necessary to adopt these amendments, and none are being
solicited hereunder.
The directors, executive officers and stockholders who represent the
Majority Stockholders have voted, in writing, to approve the resolutions to
amend our Articles of Incorporation to effect the various amendments outlined
above, and collectively own approximately 84.9% of our outstanding voting
securities; accordingly, this percentage being a majority, no additional votes
are required or necessary to adopt these amendments to our Articles of
Incorporation, and none are being solicited hereunder. See the captions
"Voting Securities and Principal Holders Thereof" and "Amendment to the
Articles of Incorporation and Vote Required for Approval," herein.
ADDITIONAL INFORMATION
This Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports
and other information including annual and quarterly reports on Form 10-KSB
and Form 10-QSB with the Securities and Exchange Commission. Reports and
other information filed by us can be inspected and copied at the public
reference facilities maintained at the Securities and Exchange Commission
at 100 F Street, NE, Room 1580, Washington, DC 20549. Copies of such
material can be obtained upon written request addressed to the Securities
and Exchange Commission, Public Reference Section, 100 F Street, NE,
Washington, DC 20549, at prescribed rates. The Securities and Exchange
Commission also maintains a web site on the internet (http://www.sec.gov)
where reports, proxy and information statements and other information
regarding issuers that file electronically with the Securities and Exchange
Commission through the Electronic Data Gathering, Analysis and Retrieval
System may be obtained free of charge.
7
NOTICE
THE MAJORITY STOCKHOLDERS OF OUR COMPANY THAT HAVE CONSENTED TO THE ADOPTION
OF THESE AMENDMENTS TO OUR ARTICLES OF INCORPORATION OWN IN EXCESS OF THE
REQUIRED NUMBER OF OUR OUTSTANDING VOTING SECURITIES TO ADOPT THIS AMENDMENT
UNDER NEVADA LAW, AND HAVE DONE SO. NO FURTHER CONSENTS, VOTES OR PROXIES
ARE NEEDED, AND NONE ARE REQUESTED.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ DEBORAH SALERNO
June 9, 2006 Deborah Salerno
President, Director
8
EXHIBIT A
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
1. Name of corporation: Park Hill Capital III Corp.
2. Amendment: The articles have been amended as follows (provide article
numbers, if available):
First: The name of this corporation is:"New Fiber Cloth Technology, Inc."
Fourth: The total authorized capital stock of the corporation is
200,000,000 Shares of Common Stock with a par value of $0.001
and 20,000,000 Shares of Preferred Stock with a par value of
$0.001. Subject to the limitation provided by the Nevada Revised
Statutes, both the Common Stock and Preferred Stock may be
subdivided and issued in series pursuant to resolutions of the
board of directors fixing such voting powers, designations,
limitations, qualifications, restrictions, right and preferences
which the board of directors, in its sole discretion, may
determine to be appropriate.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or
such greater proportion of the voting power as may be required in the
case of a vote by classes or series, or as may be required by the
provisions of the articles of incorporation have voted in favor of the
amendment is: 84% in favor.
4. Effective Date of filing (optional):
5. Officer Signature:
________________________
Deborah Salerno
President, Director