UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary information statement
[_] Confidential, for use of the Commission only (as permitted by Rule
14c-6(d)(2))
[_] Definitive information statement
Company Name: HAIRMAX INTERNATIONAL, INC.
Payment of filing fee (check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14c-5(g)and 0-11
(1) Title of each class of securities to which transaction applies: Common
Stock, $.001 par value.
(2) Aggregate number of securities to which transaction applies: 206,921,001
shares of Common Stock.
(3) Per unit price/underlying value pursuant to Exchange Act Rule 0-11: N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[_] 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:
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HAIRMAX INTERNATIONAL, INC.
9900 West Sample Road, Suite 300
Coral Springs, Florida 33065
December 28, 2004
Dear Shareholder:
The enclosed information statement is being furnished to shareholders of record
on December 28, 2004, of Hairmax International, Inc. ("HRMX" or the "Company"),
a Nevada corporation, in connection with one proposal to amend the 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 a majority of all shareholders entitled to vote on
the record date (the "Name Change Proposal").
WE ARE NOT ASKING FOR A PROXY AND
SHAREHOLDERS ARE NOT REQUESTED TO SEND US A PROXY.
Our board of directors has fully reviewed and unanimously approved the Name
Change Proposal.
Holders of approximately 86% of our common stock have executed a written
consent in favor of the proposals described herein. However, under federal law
these proposals will not be effected until at least 20 days after a
definitive Information Statement has first been sent to shareholders who
have not previously consented.
By Order of the Board of Directors,
/s/ Edward A. Roth
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Edward A. Roth
President
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14C PROMULGATED THERETO
HAIRMAX INTERNATIONAL, INC.
Contents
Introduction 3
Item 1. Information Required by Items of Schedule 14A 4
A. No Time, Place or Date for Meeting of Shareholders 4
B. Dissenters' Rights 4
C. Voting Securities and Principal Holders Thereof 4
D. Amendment of Charter - Name Change Proposal 5
Reasons and Benefits of the Transaction 5
E. Federal Tax Consequences 6
Item 2. Statements that Proxies are not Solicited 6
Item 3. Interest of Certain Persons 6
Item 4. Other and General Information 6
Item 5. Documents Incorporated By Reference 7
Exhibit 10 Plan of Exchange 8
INTRODUCTION
The majority shareholders of this 1934 Act Registrant, Hairmax
International, Inc., have taken an Action By Majority Shareholders Consent
Without A Meeting (hereinafter, "Majority Shareholder Action") pursuant to NRS
78.320, to change the name of the corporation to China Digital Media
Corporation. This Information Statement is being filed pursuant to Section 14(c)
of the Securities Exchange Act of 1934 and provided to the Company's
shareholders pursuant to Rule 14c-2 thereunder.
The Company has signed a Plan of Exchange, dated December 28, 2004 (the
"Plan of Exchange"), with Arcotect Digital Technology Ltd., a corporation
organized under the laws of Hong Kong ("ADT"), pursuant to which it will acquire
ADT in a two-step transaction authorized pursuant to NRS 92A.120. In the first
step, the shareholders of ADT (the "ADT Shareholders") acquired 2,850,000 shares
of the Company's Series A Convertible Preferred Stock, each share of which is
convertible into 200 shares of common stock. In the second step, the Company
will issue 20 million shares of common stock to the ADT Shareholders in exchange
for all of their shares of capital stock of ADT, whereupon ADT will become a
wholly-owned subsidiary of the Company. An executed copy of the Plan of Exchange
is attached hereto as Exhibit 10. The Company will file a Current Report on
Form 8-K with the Securities and Exchange Commission reporting the execution of
the Plan of Exchange, as well as an Information Statement on Schedule 14F-1 ten
days prior to the change of control of the Company, which will occur as promptly
as practicable after the date hereof.
We are a Nevada corporation. We are a fully-reporting 1934 Act company,
with our common stock quoted on the Over the Counter Bulletin Board (OTCBB).
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Information about us can be found in our December 31, 2003 Annual Report filed
on Form 10-KSB and our September 30, 2004 Quarterly Report filed on Form 10QSB.
Additional information about us can be found in our public filings that can be
accessed electronically by means of the SEC's home page on the Internet at
http://www.sec.gov, or at other Internet sites such as http://www.freeedgar.com,
as well as by such other means from the offices of the SEC.
ITEM 1. INFORMATION REQUIRED BY ITEMS OF SCHEDULE 14A
A. NO TIME, PLACE OR DATE FOR MEETING OF SHAREHOLDERS
There WILL NOT be a meeting of shareholders and none is required under
applicable Nevada statutes when an action has been approved by written consent
by holders of a majority of the outstanding shares of our common stock. This
Information Statement is first being mailed on or about December 28, 2004 to the
holders of Common Stock as of the Record Date on December 28, 2004.
B. DISSENTERS' RIGHTS.
Under Nevada law, our shareholders do not have dissenters' rights in
connection with any of the actions that were approved as disclosed in this
Information Statement.
C. THE VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS THEREOF.
The proposal to amend the corporate charter to change the name of the
corporation to China Digital Media Corporation was approved by the action of a
majority of all shareholders entitled to vote on the record date. This is
Majority Shareholder Action, pursuant to NRS 78.320. The vote required for
approval was 50% (of all entitled shareholders) plus one vote, a simple
majority. The actual affirmative vote was 85.67% of all shares issued and
outstanding. The proposal is not effective before first completion of this
Section 14(c) compliance, and second the mailing or delivery of a definitive
Information Statement to shareholders at least 20 days prior to the date that
this corporate action may take place.
VOTING SECURITIES OF THE COMPANY:
ON DECEMBER 28, 2004, THE RECORD DATE, 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 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 sole class of equity securities of the Company issued and outstanding
is the common stock. The table on the following page 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.
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OFFICERS, DIRECTORS AND BENEFICIAL OWNERS, AS OF DECEMBER 28, 2004
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Name and Address of Amount and nature Percentage
Beneficial Owner of Beneficial (1) of Class
Ownership
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Edward A. Roth
President
P.O. Box 9637
Coral Springs, FL 33069 177,263,001 85.67%
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All Officers and Directors as a Group 182,509,686 88.20%
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Total Shares Issued and Outstanding 206,921,001 100.00%
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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.
D. AMENDMENT OF CHARTER - NAME CHANGE PROPOSAL.
The proposal to amend the corporate charter to change the name of the
corporation to China Digital Media Corporation, was approved by the action of a
majority of all shareholders entitled to vote on the record date and by the
Company's Board of Directors. The amendment to the Charter will take effect no
sooner than January 28, 2005.
REASONS FOR AMENDMENT. The Company has signed a Plan of Exchange with ADT
pursuant to which it will acquire ADT in a two-step transaction authorized
pursuant to NRS 92A.120 on the Closing date. Upon consummation of the exchange
transaction, ADT will become a subsidiary of the Company. Accordingly, the
Company desires to change its name to something that reflects its new business
as a holding company for the ADT subsidiary and possibly other companies that
may be acquired in the future by the Company.
E. FEDERAL TAX CONSEQUENCES.
There are no tax consequences to the Name Change Proposal.
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ITEM 2. STATEMENTS THAT PROXIES ARE NOT SOLICITED.
WE ARE NOT ASKING FOR A PROXY AND SHAREHOLDERS ARE
NOT REQUESTED TO SEND US A PROXY.
ITEM 3. INTEREST OF CERTAIN PERSONS.
Set forth below is the substantial interest, direct or indirect, by
security holdings or otherwise, of each person who has been a director or
officer of the Company at any time since the beginning of the last fiscal year
in the matters that action was taken upon by Majority Shareholder Action as
described in this Information Statement on Schedule 14C:
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Title of Class Name and Address Amount Nature Percent
Common Edward A Roth 177,263,001 Direct 85.67%
P.O. Box 9637
Coral Springs, FL 33069
ITEM 4. OTHER AND GENERAL INFORMATION.
Our Annual Report on Form 10-KSB, for the year ended December 31, 2003,
including audited financial statements as of that date, and our Quarterly Report
on Form 10QSB, for the quarter ended September 30, 2004, are available from us
on request. Further information is available by request or can be accessed on
the Internet. We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files annual and quarterly reports, proxy statements and other
information with the Securities Exchange Commission (the "SEC"). Reports, proxy
statements and other information filed by HRMX can be accessed electronically by
means of the SEC's home page on the Internet at http://www.sec.gov or at other
Internet sites such as http://www.freeedgar.com or http://www.pinksheets.com.
You can read and copy any materials that we file with the SEC at the SEC'S
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. A copy
of any public filing is also available, at no charge, from the Company.
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ITEM 5. DOCUMENTS INCORPORATED BY REFERENCE.
(a) The Company's Annual Report on Form 10-KSB for the year ended December 31,
2003 is hereby incorporated by reference.
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2004 is hereby incorporated by reference.
HAIRMAX INTERNATIONAL, INC.
By: /s/ Michael J Bongiovanni
----------------------------
Michael J Bongiovanni
Chief Financial Officer
Dated: December 28, 2004
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Exhibit 10. Plan of Exchange dated December 28, 2004