SCHEDULE 14C INFORMATION
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-5(d)(2))
/ / Definitive Information Statement
TREASURY INTERNATIONAL, INC.
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(Name of Registrant As Specified In Its Charter)
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TREASURY INTERNATIONAL, INC.
1081 King Street, E
Kitchener, Ontario, Canada N2G 2N1
INFORMATION STATEMENT
This Information Statement is being furnished to stockholders of
Treasury International, Inc., (the "Company"), a Delaware corporation, in
connection with an action taken by stockholders holding a majority of the voting
power of the Company. On December 20, 2000, such stockholders approved an
amendment to the Articles of Incorporation of the Company to approve a 100 for 1
reverse stock split of the Company. In accordance with this stock split, each
one hundred (100) shares of common stock will be converted to one share of
common stock (i.e., if a stockholder owned 500 shares, after the Reverse Split
he would own 5 shares of common stock). The total shares of common stock issued
and outstanding as of December 20, 2000, was 92,196,677. After the reverse stock
split, the Company will have 921,967 shares of common stock issued and
outstanding. This action by the stockholders shall be effective twenty (20) days
following the mailing of this Information Statement to the stockholders of the
Company. The date on which this Information Statement is first being sent to
stockholders of the Company is on or about January 16, 2001.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
RECORD DATE AND VOTING SECURITIES
The record date for the foregoing actions by stockholders was December
20, 2000 (the "Record Date"), at which time the Company had issued and
outstanding 92,196,677 shares of its common stock, par value $.0001 (the "Common
Stock"). The shares of Common Stock constitute the only outstanding securities
of the Company entitled to be voted. Stockholders owning 51,612,924 shares, or
approximately 56% of the outstanding shares, on the Record Date consented in
writing to the name change. The approval of the Reverse Split required the
affirmative vote of a majority of the Common Stock issued and outstanding at the
Record Date.
PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP
The following table sets forth information regarding the beneficial
ownership of Common Stock as of the Record Date, and as of December 20, 2000, by
(i) each person known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director, or nominee for director,
of the Company, (iii) the Company's executive officers, and (iv) all directors
and executive officers of the Company as a group.
(a) Ownership of certain beneficial owners:
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Percentage
Name and Address Number of Beneficially
Shares (1) Owned
---------------------------------------- ---------------- --------------
Dale Doner 26,123,499 28.3%
1081 King Street, E
Kitchener, Ontario
Canada N2G 2N1
Marlin Doner 3,299,800 3.6%
1081 King Street, E
Kitchener, Ontario
Canada N2G 2N1
Paul Visel 3,360,000 3.7%
419 Jayvee Street
Kingsville, Texas 78363
Lawrence Zeiben
9614A 105 Street
Grande Prairee, Alberta
Canada T8V 6M3
All directors, executive officers,
as a group (4) 32,783,299 35.6%
------------------------------
(1) Computed on the basis of 92,196,677 shares of Common Stock issued and
outstanding.
AMENDMENT TO THE ARTICLES OF INCORPORATION
The effect of the Reverse Split on the holders of common stock will be
that the total number of shares held by each stockholder will be automatically
converted into an amount of whole shares of new common stock equal to the number
of shares owned immediately prior to the Reverse Split divided by 100 and into
cash based on the Purchase Price in lieu of any fractional shares. (See "Cash
Payment in Lieu of Fractional Shares".)
Each stockholder's percentage ownership interest in the Company and
proportional voting power will remain unchanged, except for minor differences
resulting from the purchase of fractional shares. The rights and privileges of
the holders of the Common Stock will be substantially unaffected by the Reverse
Split.
Cash Payment in Lieu of Fractional Shares
In lieu of issuing fractional shares resulting from the Reverse Split,
the Company will value each outstanding share of common stock held immediately
prior to the Reverse Split at the average daily closing price per share of the
Common Stock on the Over-the-Counter:Bulletin Board for the twenty (20) trading
days preceding the Effective Date. Such per share price is sometimes hereinafter
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referred to as the "Purchase Price." In lieu of fractional shares arising as a
result of the Reverse Split, stockholders who hold fewer than 100 shares
immediately prior to the Reverse Split will be entitled to receive cash in the
amount of the Purchase Price times the number of shares of common stock held
immediately prior to the Reverse Split. Stockholders who hold more than 100
shares immediately prior to the Reverse Split will be entitled to receive cash
in the amount of the Purchase Price times the number of shares of common stock
held immediately prior to the Reverse Split that were not evenly divisible by
100 in lieu of fractional shares arising as a result of the Reverse Split. No
brokerage commission will be payable by holders who receive cash in lieu of
fractional shares.
Any stockholder owning fewer than 100 shares of common stock who
desires to retain an equity interest in the Company after the Effective Date may
do so by purchasing sufficient additional shares of the Company's outstanding
Common Stock in the open market to increase his ownership to 100 shares or more
prior to 5:00 p.m., Eastern Standard Time, on the Effective Date.
As soon as practicable after the Effective Date, the Company will mail
letters of transmittal to each holder of record of a stock certificate or
certificates which represents issued shares of the Company's common stock
outstanding on the Effective Date. The letter of transmittal will contain
instructions for the surrender of such certificate or certificates to the
Company's transfer agent in exchange for cash payments in lieu of fractional
shares and/or certificates representing the number of whole shares of New Common
Stock into which the shares of common stock have been converted as a result of
the Reverse Split. No cash payment will be made or new certificate issued to a
stockholder until he has surrendered his outstanding certificates together with
the letter of transmittal to the Company's transfer agent. (See "Exchange of
Stock Certificates".)
Amendment to Certificate of Incorporation
Twenty (20) days after the mailing of this Information Statement, an
amendment to the Certificate of Incorporation in the form of Exhibit A attached
hereto will be filed with the Secretary of State of the State of Delaware, and
the Reverse Split will become effective as of 5:00 p.m., Eastern Standard Time,
on the date of such filing. It is expected that such filing will take place on
February 15, 2001, or shortly thereafter. Without any further action on the part
of the Company or the stockholders, the shares of common stock held by
stockholders of record will be converted at 5:00 p.m., Eastern Standard Time, on
the Effective Date into an amount of whole shares of new common stock equal to
the number of shares owned immediately prior to the Reverse Split divided by 100
and/or the right to receive cash based on the Purchase Price in lieu of any
fractional shares.
Principal Effects of the Proposed Reverse Split
Stockholders have no right under Delaware law or under the Company's
Certificate of Incorporation or Bylaws to dissent from the Reverse Split, or to
dissent from the payment of cash in lieu of issuing fractional shares.
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On the Effective Date, each stockholder of record who owns fewer than
100 shares of common stock will have only the right to receive cash based upon
the Purchase Price in lieu of receiving a fractional share. The interest of each
such stockholder in the Company will thereby be terminated, and he or she will
have no right to vote as a stockholder or share in the assets or any future
earnings of the Company.
Each stockholder on the Effective Date who owns of record 100 or more
shares of common stock will, with respect to any fractional share that such
stockholder might otherwise be entitled to receive from the Reverse Split, have
only the right to receive cash based upon the Purchase Price. Any such
stockholder will continue as a stockholder of the Company with respect to the
whole share of new common stock that he or she receives following the Reverse
Split.
The Company has authorized capital stock of 100 million shares. The
authorized capital stock will not be reduced as a result of the Reverse Split
but will remain at 100 million. As of December 20, 2000, the number of issued
and outstanding shares of Common Stock was 92,196,677. Based upon the Company's
best estimates, the aggregate number of new common stock that will be issued and
outstanding following the Reverse Split will be 921,967 shares. There will be an
estimated 90,780,333 authorized but unissued shares of new common stock
following the Reverse Split.
The following table sets forth the effects of the Reverse Split on the
Company's common stock and on certain financial data:
Common Stock As of Adjusted for
December 20, 2000 Reverse Split*
---------------------------------------- ----------------- --------------
Authorized 100,000,000 100,000,000
Issued and Outstanding 92,196,677 921,967
Reserved for issuance 500,000 50,000
Issuable pursuant to outstanding options 500,000 50,000
Available for future issuance 7,303,323 99,928,033
Par value per share $.0001 $.0001
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* Subject to further adjustments due to the repurchase of fractional shares.
Reasons for the Proposed Reverse Split
The Board of Directors believes that the current low per share price of
the Common stock and the large number of shares outstanding have had a negative
effect on the marketability of the existing shares, the amount of percentage of
transaction costs paid by individual stockholders, and the potential ability of
the Company to raise capital by issuing additional shares. The Company believes
there are several reasons for these effects, as summarized below.
First, certain institutional investors have internal policies
preventing the purchase of low-priced stocks, and many brokerage houses do not
permit low-priced stocks to be used as collateral for margin accounts or to be
purchased on margin. Further, a variety of brokerage house policies and
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practices discourage individual brokers within those firms from dealing in
low-priced stocks because of the time-consuming procedures that make the
handling of low-priced stocks unattractive to brokers from an economic
standpoint.
Second, since the broker's commissions on low-priced stocks generally
represent a higher percentage of the stock price than commissions on higher
priced stocks, the current share price of the Company's Common Stock can result
in individual stockholders paying transaction costs (commissions, markups or
markdowns) which are a higher percentage of their total share value than would
be the case if the Company's share price were substantially higher. This factor
is also believed to limit the willingness of the institutions to purchase the
Company's stock.
The Board of Directors is hopeful that the decrease in the number of
shares of Common Stock outstanding as a consequence of the proposed Reverse
Split, and the resulting anticipated increased price level, will encourage
interest in the Company's New Common Stock and possibly promote greater
liquidity for the Company's stockholders, although such liquidity could be
adversely affected by the reduced number of shares outstanding after the Reverse
Split. Also, although any increase in the market price of the New Common Stock
resulting from the Reverse Split may be proportionately less than the decrease
in the number of shares outstanding, the proposed Reverse Split could result in
a market price for the shares that will be high enough to overcome the
reluctance, policies and practices of brokers and investors referred to above
and to diminish the adverse impact of trading commissions on the market for the
shares. There can, however, be no assurances that the foregoing effects will
occur, or that the market price of the New Common Stock immediately after the
proposed Reverse Split will be maintained for any period of time.
THERE CAN BE NO ASSURANCE THAT THE MARKET PRICE OF THE COMMON STOCK
AFTER THE PROPOSED REVERSE SPLIT WILL BE 100 TIMES THE MARKET PRICE BEFORE THE
PROPOSED REVERSE SPLIT, OR THAT THE PRICE FOLLOWING THE REVERSE SPLIT WILL
EITHER EXCEED OR REMAIN IN EXCESS OF THE CURRENT MARKET PRICE.
Exchange of Stock Certificates
If the Proposal is adopted, stockholders will be required to exchange
their stock certificates for new certificates representing the shares of New
Common Stock and for payment in respect of fractional shares. The estimated
amount to be paid for fractional shares will be deposited with the Company's
transfer agent. Stockholders of record on the effective date of the Reverse
Split will be furnished the necessary materials and instructions for the
surrender and exchange of share certificates at the appropriate time by the
Company's transfer agent. Stockholders will not have to pay a transfer fee or
other fee in connection with the exchange of certificates. Stockholders should
not submit any certificates until requested to do so.
By Order of the Board of Directors
Dale Doner, President
Toronto, Canada
January __, 2001
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