UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT
PURSUANT TO SECTION 14F OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
HAIRMAX INTERNATIONAL, INC.
(Exact name of registrant as specified in its corporate charter)
814-00668
(Commission File No.)
Nevada 13-3422912
(State of Incorporation) (IRS Employer Identification No.)
9900 W Sample Road, Suite 300, Coral Springs, FL 33065
(Address of principal executive offices)
(954) 825-0299
(Registrant's telephone number)
HAIRMAX INTERNATIONAL, INC.
INFORMATION STATEMENT PURSUANT TO
SECTION 14F OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
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NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO PROXIES ARE BEING SOLICITED AND
YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
GENERAL
This Information Statement is being mailed on or about December 28, 2004
to the holders of record as of December 28, 2004, of common stock, par
value $0.001 per share (the "common stock"), of Hairmax International, Inc., a
Nevada corporation (the "Company"). You are receiving this Information
Statement in connection with the Company's election of three designees of the
shareholders of Arcotect Digital Technology Ltd, a corporation organized under
the laws of Hong Kong ("ADT"), to the Board of Directors of the Company (the
"Designees").
Pursuant to and at the signing of a Plan of Exchange dated December 28,
2004 (the "Agreement"), among the Company, ADT, the shareholders of ADT (the
"ADT Shareholders"), and Edward A. Roth and Alisha Roth, the majority
shareholders of the Company (the "Majority Shareholders"), the Majority
Shareholders transferred 2,850,000 shares of Series A Convertible Preferred
Stock to the ADT Shareholders, and have agreed to transfer 1,750,000
(post-reverse split) shares to an investor to be designated by the ADT
Shareholders. After the Company files a Form N-54C with the Commission to
terminate its status as a Business Development Company, an entity regulated by
the Investment Company Act of 1940, as amended, the Company will issue
20,000,000 (post-reverse split) new shares to the ADT Shareholders in exchange
for all of their shares of capital stock of ADT, which will then become a
wholly-owned subsidiary of the Company. In connection with the Plan of
Exchange, the ADT shareholders have agreed to use their best efforts to cause
the Company to dispose of all of the assets and liabilities of the Company, and
the Majority Shareholders have agreed, jointly and severally, to indemnify and
hold the Company and the ADT Shareholders harmless from and against any and all
losses, claims, liabilities or expenses that may be associated with such
disposal. When the exchange is completed, the ADT shareholders will own 90.62%
of the Company's then to be outstanding common stock. The shares of Series A
Convertible Preferred Stock of the Company are convertible into 200 shares of
common stock, and they vote with the common stock on all matters presented for a
vote on an as converted basis. An executed copy of the Agreement is attached
hereto as Exhibit 10.
The Agreement contemplates that all of the transactions to be consummated
shall be effected when and if (i) all necessary filings are made with the
Securities and Exchange Commission and other state regulatory authorities to
effect the exchange transaction and the Company ceases to be a Business
Development Company, (ii) the Company effects a change of its name from Hairmax
International, Inc. to China Digital Media Corporation, (iii) the Company
effects a change of its ticker symbol to such new ticker symbol as the NASDAQ
Stock Market shall designate, and (iv) the Company effects a 100:1 reverse stock
split that has been authorized by its Board of Directors and the Majority
Shareholders of the Company. The date on which the exchange transaction takes
place is referred to herein as the "Closing Date".
As of December 28, 2004, Edward A Roth was terminated as President and
Chief Executive Officer of the Company by the Board of Directors. In addition,
the Board of Directors has appointed Chi Shing Ng as President and Chief
Executive Officer to fill that position, and he will also be nominated as one of
the Designees for election to its Board of Directors. The other designees to
the Board of Directors include Chi Keung Lui, Wei Yu Zhow, and Ms. Chen Juan,
and background information on all four individuals follows.
Prior to the consummation of the transactions contemplated by the
Agreement, the Majority Shareholders controlled the Company, owning 2,850,000
outstanding shares of Series A Convertible Preferred Stock and 177,263,001
shares of common stock. Mr. Roth was Chairman of a Board of Directors composed
of himself and two non-interested persons. As part of the transaction
contemplated herein, the Majority Shareholders (including Mr. Roth) transferred,
in exchange for two payments totaling $400,000 by ADT and/or the ADT
Shareholders, 2,850,000 shares of Series A Convertible Preferred Stock that they
owned.
On December 28, 2004, the Company filed a preliminary Information Statement
on Schedule 14C pursuant to Section 14(c) of the Securities Exchange Act of 1934
with the Securities and Exchange Commission in connection with a proposal to
amend its corporate charter to change the name of the corporation from Hairmax
International, Inc. to China Digital Media Corporation, which was approved by
action by written consent without a meeting of all shareholders entitled to vote
on the record date (the "Name Change Proposal"). The Name Change Proposal is
not effective before the mailing or delivery of the definitive Information
Statement on Schedule 14C to shareholders at least 20 days prior to the date on
which the action by written consent may take effect. After all of the
transactions contemplated by the Agreement are consummated, the Company will
have 22,069,210 shares of common stock issued and outstanding.
TRANSFER OF THE SERIES A CONVERTIBLE PREFERRED STOCK TO THE ADT SHAREHOLDERS
WILL RESULT IN A CHANGE IN CONTROL OF THE COMPANY.
No action is required by the shareholders of the Company in connection with
the election or appointment of the Designees to the Board. However, Section
14(f) of the Securities Act of 1934, as amended (the "Exchange Act"), requires
the mailing to the Company's shareholders of this Information Statement not
less than ten days prior to the change in a majority of the Company's
directors otherwise than at a meeting of the Company's shareholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING SECURITIES OF THE COMPANY:
On December 28, 2004, there were 206,921,001 shares of common stock issued
and outstanding. The Company authorized a 100:1 reverse stock split on November
22, 2004, which will become effective on or after January 7, 2005, upon the
expiration of the 20 day waiting period required by Rule 14c-2 under the
Securities Exchange Act of 1934, as amended. 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 outstanding shares of common stock and shares of common stock issued
upon conversion of the Series A Convertible Preferred Stock are the only class
of equity securities of the Company currently issued and outstanding.
The following table sets forth, as of December 28, 2004, certain
information with respect to the common stock beneficially owned by (i) each
Director, nominee and executive officer of the Company; (i) each person who owns
beneficially more than 5% of the common stock; and (iii) all Directors, nominees
and executive officers as a group:
Name and Address of Amount and nature of Percentage of
Beneficial Owner Beneficial Ownership (1) Class
- ---------------------- ----------------------- --------------
Edward and Alisha Roth 177,263,001 85.67%
9900 W Sample Rd., Direct
Ste. 300
Coral Springs, FL 33065
All Officers and Directors 182,509,686 88.20%
as a Group Direct
Total Shares Issued and 206,921,001 100.00%
Outstanding
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Notes to the table:
(1) Unless otherwise indicated, the persons named in the table have sole voting
and investment power with respect to all shares of common stock shown as
beneficially owned by them.
DIRECTORS, NOMINEE AND EXECUTIVE OFFICERS
The following sets forth information concerning the current Directors,
nominee and executive officers of the Company, the principal positions with the
Company held by such persons and the date such persons became a Director or
executive officer. The Directors serve one year terms or until their successors
are elected. The Company has not had standing audit, nominating or compensation
committees of the Board of Directors or committees performing similar functions.
All such applicable functions have been by the Board of Directors as a whole.
During the fiscal year ended December 31, 2004, the Board of Directors held one
formal meeting.
Edward A. Roth has been President and Director of the Company since 1997.
Mr. Roth previously served as Vice-President and Director of Operations for
Cleaning Express USA since its inception in November 1994. During this period,
Mr. Roth developed and implemented all operations and developments creating a
company that started with less than 50 customers, and today services
over 8,000 customers in South Florida. Mr. Roth was President of Advanced
Appearance, a chain of Beauty Salons, in Alabama and Florida form 1978 to 1988.
Prior to this Mr. Roth served as a management consultant working independently
for 20 years.
Mr. Roth has attended Auburn University majoring in business and marketing,
and is also a veteran of the United States Air Force. Edward A. Roth is married
to Alisha M. Roth
Michael J. Bongiovanni has been Chief Financial Officer of the Company
since April 2000. Mr. Bongiovanni is responsible for SEC reporting compliance
and financial analysis of new operations including Beautyworks USA, Inc. Mr.
Bongiovanni has served numerous publicly traded companies in financial
consulting and business management since 1980. Mr. Bongiovanni received his
Masters of Accounting degree at Florida Atlantic University.
Alisha M. Roth has served as Secretary and Director of the Company since
1997. Mrs. Roth served previously as President of Cleaning Express USA, and
during her tenure she was in charge of staffing and customer relations. Mrs.
Roth has been with Cleaning Express USA since 1994, prior to that she was a
resident of Trinidad, West Indies. Mrs. Roth has owned and operated her own
business in the restaurant and pre-school development areas, and has 8 years of
management experience. Alisha M. Roth is married to Edward A. Roth.
Chi Shing Ng, President, Chief Executive Officer and Diretor Designee of
the Company. Mr. Ng is founder and CEO of Arcotect Digital Technology Limited.
Arcotect Digital was founded to capitalize on the numerous opportunities in
China arising from the digitization of cable television services and the reform
of state owned cable television enterprises.
Mr. Ng has extensive experience in Cable TV operations, Internet and
information technology industry. Mr. Ng is currently Chief Executive Officer and
Architect of Arcotect Limited, one of the several pre-selected Hong Kong
Government vendors in supplying e-Government information systems. Mg. Ng has
been the Chairman & CEO of DCP Holdings Limited, a listed company in the Hong
Kong Stock Exchange (2000 - 2001) which specializes in personal computer
manufacturing and Internet related investment projects. In 1999, Mr. Ng was the
Director of Cable Multimedia Services of Hong Kong Cable TV Limited, the only
cable TV operator in Hong Kong. From 1995 to 1998, Mr. Ng was the founder and
President of Hong Kong Star Internet Limited, the first commercial ISP in Hong
Kong. Star Internet was the second largest ISP in Hong Kong and merged with HK
Telecom IMS (the largest ISP at that time) in 1998.
Mr. Ng has a significant record of service in the information technology
industry. Mr. Ng was elected as one of Hong Kong's "Ten Outstanding Young Digi
Persons" by the Hong Kong Productivity Council and Hong Kong Junior Chamber in
2000. Mr. Ng was the secretary of the Hong Kong Information Technology
Federation, a non-profit trade association founded in 1980 with more than 300
corporate members. HKITF provides a forum in which IT-related businesses in Hong
Kong can work together for the benefit of the industry and to maintain a high
level of business practice amongst the members. Mr. Ng was a committee member of
the Electronics & Communications Industry & Health Advisory Committee of the
Occupational Safety & Health Council. Mr. Ng was also the founding member of
Hong Kong Internet Service Providers Association and was elected as the first
chairman from 1996 to 1999.
Mr. Chi Keung Lui is a Director Designee of the Company. He is currently a
Director of Finance and corporate Affairs of ADT.
Prior to joining ADT, Mr. Lui was the founder and managing director of Beth
Group for more than 7 years. The group provided ERP system development and SI
service to local corporations. Through the activities of Information Technology
consultants, software development, sales and marketing, Mr. Lui has gained
substantial knowledge in Information Technology, new product development and
sales force management.
From 1989 to 1992, Mr. Lui was appointed as Director and General Manager of
Tomson Pacific, a Hong Kong listed company. In the capacity as a member of the
senior management team, Mr. Lui guided the company in various substantial
investments including: the equity participation in the Macau Jockey Club, Macau
Golf Club, Far East Biscuit Factory in China, several residential and commercial
property developments in Hong Kong, Macau and China, the acquisition of Bond
Corporation in Hong Kong with net assets of more than HK$2 billion. All of those
experiences have given Mr. Lui many skills in corporate acquisitions and
investment management.
In addition, Mr. Lui has worked in the commercial and merchant banking
fields for more than 10 years. His experiences qualify him as an investment
analyst and corporate planner.
Mr. Lui graduate from the Baptist University, majoring in Business
Management, with a minor in Accounting, and he completed a M.B.A. at the
University of East Asia in Macau.
Mr. Wei Yu Zhow is a Director Designee of the Company. He is currently
general manager of Gu Wu Fei Yung Production Company Limited since 2000.
Mr. Zhow worked in the Bank of China from 1989 to 2000.
Ms. Chen Juan is a Director Designee of the Company. She is currently a
teacher of computer related courses in Guangdong Dance College since 1999.
EXECUTIVE COMPENSATION:
Mr. Roth and Mrs. Roth have not received any cash compensation from the
Company during the last three years. Prior to the time that the Company elected
to become a Business Development Corporation, Mr. Roth received grants of stock
pursuant to an employee benefit plan, in partial fulfillment of the Company's
obligations to him under an Employment Agreement.
Mr. Bongiovanni has received compensation for his services as Chief
Financial Officer pursuant to a Consulting Agreement.
No Directors of the Company have received compensation for their services
as Directors nor have been reimbursed for expenses incurred in attending
Board meetings.
The Company may pay cash compensation to its officers and Directors in the
future although no final determinations have been made as of the date hereof.
LEGAL PROCEEDINGS:
The Company is not aware of any legal proceedings in which any Director,
nominee, officer or affiliate of the Company, any owner of record or
beneficially of more than five percent of any class of voting securities of the
Company, or any associate of any such Director, nominee, officer, affiliate of
the Company, or security holder is a party adverse to the Company or any of its
subsidiaries or has a material interest adverse to the Company or any of its
subsidiaries.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT:
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 Securities
and Exchange Commission ("SEC") initial reports of ownership and reports of
changes in ownership of the common stock and other equity securities of the
Company. Officers, Directors and greater than ten percent stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. The information in this section is based solely upon a
review of the Forms 3, 4 and 5 received by the Company.
The Company is not aware of any person who at any time during the period
prior to the quarter ended September 30, 2004 was a director, officer, or
beneficial owner of more than ten percent of the common stock of the Company,
and who failed to file, on a timely basis, reports required by Section 16(a) of
the Securities Exchange Act of 1934 since the date the Company filed it
Registration Statement of Form 10SB with the Securities Exchange Commission.
OTHER INFORMATION:
The Company files periodic reports, proxy statements and other documents
with the Securities and Exchange Commission. You may obtain a copy of these
reports by accessing the Securities and Exchange Commission's website at
http://www.sec.gov.
Dated: December 28, 2004
By Order of the Board of Directors
Hairmax International, Inc
By: /s/ Edward A Roth
Name: Edward A Roth
Title: President
EXHIBIT 10. Plan of Exchange dated December 28, 2004.