SCHEDULE 14C INFORMATION
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
PERRY'S MAJESTIC BEER, INC.
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(Name of Registrant As Specified In Charter)
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:
_____________________
(2) Aggregate number of securities to which transaction applies:
_____________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
_____________________
(4) Proposed maximum aggregate value of transaction: _____________________
(5) Total fee paid: _____________________
[_] 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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PERRY'S MAJESTIC BEER, INC.
475 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10022
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INFORMATION STATEMENT TO STOCKHOLDERS
MARCH 30, 1999
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TO THE STOCKHOLDERS OF PERRY'S MAJESTIC BEER, INC.:
NOTICE IS HEREBY GIVEN that on February 17, 1999, the Board of
Directors of Perry's Majestic Beer, Inc., a Delaware corporation (the
"Company"), by unanimous written consent, recommended an amendment (the "Charter
Amendment") to the Company's Certificate of Incorporation to change the name of
the Company from Perry's Majestic Beer, Inc. to Phlo Corporation. Holders of a
majority of the outstanding shares of the Company's common stock, par value
$.0001 per share (the "Common Stock"), executed a written stockholder consent on
March 1, 1999 approving the Charter Amendment, which consent shall become
effective twenty (20) days after the mailing of this Information Statement.
This Information Statement is being furnished to stockholders solely to
provide them with certain information concerning the Charter Amendment in
accordance with the requirements of the Securities Exchange Act of 1934, as
amended, and the regulations promulgated thereunder, including Regulation 14C,
and Section 228 of the Delaware General Corporation Law.
The Charter Amendment will become effective upon the filing of a
Certificate of Amendment with the Secretary of State of the State of Delaware on
or about April 20, 1999 (the "Effective Date"). The new charter provision is set
forth on page 2 of the Information Statement.
The Information Statement is to be mailed on or about March 30, 1999 to
the Company's stockholders as of such date (the "Mailing Date"). At the close of
business on the Mailing Date, there were issued and outstanding 11,333,335
shares of Common Stock and 500,000 shares of Series A Preferred Stock. A list of
stockholders entitled to receive notice will be open to examination by any
stockholder, for any purpose germane to the notice, at the offices of Perry's
Majestic Beer, Inc., 475 Park Avenue South, New York, New York 10022, during
ordinary business hours for ten (10) days prior to the Effective Date.
BY ORDER OF THE BOARD OF DIRECTORS OF
PERRY'S MAJESTIC BEER, INC.
March 30, 1999 By: /s/ James B. Hovis
--------------------------------------------
James B. Hovis, President and Chief
Executive Officer
<PAGE>
PERRY'S MAJESTIC BEER, INC.
475 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10022
INFORMATION STATEMENT
INTRODUCTION
------------
This Information Statement is first being mailed on or about March 30,
1999 to the stockholders of Perry's Majestic Beer, Inc. (the "Company") as of
such date (the "Mailing Date").
Section 228 of the General Corporation Law of the State of Delaware
states that, unless otherwise provided in a corporation's Certificate of
Incorporation, any action that may be taken at any special meeting of
stockholders, may be taken without a meeting, without prior notice and without a
vote, if consents in writing, setting forth the action so taken, are signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted, and those
consents are delivered to the corporation. The Company's Certificate of
Incorporation contains no provision or language in any way limiting the right of
stockholders of the Company to take action by written consent. The Company's
Bylaws explicitly authorize the use of written consents in lieu of both director
and stockholder meetings. Written consents from holders of a majority of the
Company's Common Stock are required to approve the Charter Amendment described
in this Information Statement.
WE ARE NOT ASKING YOU FOR A PROXY OR CONSENT AND YOU ARE REQUESTED NOT
TO SEND US A PROXY OR CONSENT.
AMENDMENT TO CERTIFICATE OF INCORPORATION
-----------------------------------------
On February 17, 1999, the Board of Directors of the Company recommended
an amendment to the Company's Certificate of Incorporation (the "Charter
Amendment") to change the name of the Company from Perry's Majestic Beer, Inc.
to Phlo Corporation. The new charter provision is set forth on page 2 of this
Information Statement. The Company has received written consents executed by
holders of a majority of the outstanding shares of Common Stock approving and
adopting the Charter Amendment, which Charter Amendment shall become effective
upon the filing of a Certificate of Amendment with the Secretary of State of the
State of Delaware on or about April 20, 1999 (the "Effective Date").
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PURPOSE OF THE CHANGE OF CORPORATE NAME
The Charter Amendment changes the Company's name from Perry's Majestic
Beer, Inc. to Phlo Corporation. The Company believes that the new name better
reflects its current line of business, which is the manufacture and distribution
of non-alcoholic beverages and the distribution of applesauce and related
products. The Company does not currently and does not in the future intend to
manufacture or distribute beer or other alcoholic beverages. Accordingly, the
Company's name will become Phlo Corporation on the Effective Date.
TEXT OF CHARTER AMENDMENT
Article FIRST of the Certificate of Incorporation of the Company will
be deleted and replaced by the following paragraph:
"FIRST: The name of the corporation (hereinafter, the
"Corporation") is Phlo Corporation."
EFFECTIVENESS OF CHARTER AMENDMENT
The Company reserves the right, upon notice to stockholders, to abandon
or modify the Charter Amendment at any time prior to the filing of the
Certificate of Amendment with the Secretary of State on or about April 20, 1999.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Mailing Date, certain
information known to the Company with regard to the beneficial ownership of
outstanding shares of the Company's voting stock by: (i) each person known by
the Company to beneficially own five percent (5%) or more of the outstanding
shares of the Company's voting stock; (ii) each director and named executive
officer of the Company individually; and (iii) all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
Name and Address Shares of Percentage (%) of
of Beneficial Owner (1) Common Stock Owned (2) Common Stock (3)
- ----------------------- ---------------------- ----------------
<S> <C> <C> <C>
James B. Hovis (4) 4,772,800 40.33%
Anne P. Hovis (5) 4,772,800 40.33%
Edward J. Mathias (6) 3,227,200 27.27%
Robert J. Sipper (7) 825,000 6.52%
All officers and directors as a group
(three persons) (7) 5,597,800 44.22%
</TABLE>
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(1) The address of each Stockholder shown above except as otherwise
indicated is c/o Perry's Majestic Beer, Inc., 475 Park Avenue South,
New York, New York 10022.
(2) Based upon information supplied by officers, directors and principal
stockholders, as well as Schedules 13G filed with the Securities and
Exchange Commission. Unless otherwise noted, each person or group
identified possesses sole voting and sole investment power with respect
to such shares, subject to community property laws where applicable. A
person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days of the Mailing Date, upon the
exercise of options or warrants.
(3) Based upon 11,333,335 shares of Common Stock and 500,000 shares of
Series A Preferred Stock (which is voting stock and convertible into
Common Stock at the option of the holder) outstanding as of the Mailing
Date and options or warrants to purchase shares of Common Stock which
are exercisable by each listed individual within 60 days.
(4) Includes 3,139,200 shares as to which Mr. Hovis has sole voting power
and 1,633,600 shares as to which he shares the power to dispose with
his wife, Anne P. Hovis. Mr. Hovis is President, Chief Executive
Officer and a Director of the Company.
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(5) Includes 1,633,600 shares as to which Mrs. Hovis has sole voting power
and 3,139,200 shares as to which she shares the power to dispose with
her husband, James B. Hovis. Mrs. Hovis is Executive Vice President,
General Counsel, Secretary and a Director of the Company.
(6) Mr. Mathias' address is c/o The Carlyle Group, 1001 Pennsylvania
Avenue, N.W., Washington, D.C. 20004-2505.
(7) Includes options issued in December 1998 to purchase 425,000 shares of
Common Stock, exercisable at $0.01 per share, options issued in January
1998 to purchase 200,000 shares of Common Stock, exercisable at $0.16
per share, options issued in September 1997 to purchase 100,000 shares
of Common Stock, exercisable at $0.50 per share, and options issued in
June 1997 to purchase 100,000 shares of Common Stock, exercisable at
$0.875 per share. Mr. Sipper is the Chief Operating Officer and a
Director of the Company.
RECENT CHANGE OF CONTROL
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On October 22, 1998, the Company entered into a letter of intent to
acquire a minimum of 80% of the capital stock of a beverage company, X-Treem
Products Corporation ("X-Treem"), through an exchange with the shareholders of
X-Treem of up to 93% of the issued and outstanding shares of the Company's
capital stock as of the closing of the exchange transaction, whereby X-Treem
will become a subsidiary of the Company (the "Transaction"). Pursuant to the
plan to acquire a minimum of 80% of the capital stock of X-Treem, on December 7,
1998, the Company acquired approximately 67% of the capital stock of X-Treem
from the principal shareholders of X-Treem in exchange for approximately 68% of
the issued and outstanding shares of the Company's capital stock. This was
achieved through the issuance by the Company of an aggregate of 8,000,000 shares
of its Common Stock to James B. Hovis, Anne P. Hovis and Edward J. Mathias, the
former principal stockholders of X-Treem in exchange for their shares of
X-Treem. The Company will complete the stock transaction with the shareholders
of X-Treem through the issuance of additional shares of its capital stock to
X-Treem shareholders in exchange for additional shares of their capital stock.
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Stockholder approval was not required under Delaware law to approve the
Transaction. In addition, on December 2, 1998, by unanimous written consent of
the directors of the Company, the membership of the Board of Directors of the
Company was increased from three (3) to a maximum of eight (8) directors and
James B. Hovis, Anne P. Hovis and Robert J. Corsaro, Jr., an officer of X-Treem,
were elected to fill three of the newly-created vacancies.
AVAILABLE INFORMATION
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The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended. Thus, the Company files annual
and quarterly reports, proxy statements and other information with the
Securities Exchange Commission ("SEC"). You may read, inspect and copy any
documents filed by the Company with the SEC at the SEC's public reference
facilities, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 or in the
SEC's Regional Offices at Seven World Trade Center, 13th Floor, New York, New
York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of the Company's filings can be obtained at
prescribed rates from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549. The Company's SEC filings are also
available to the public from the SEC's Website at "http://www.sec.gov."
PERRY'S MAJESTIC BEER, INC.
March 30, 1999 By: /s/ James B. Hovis
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James B. Hovis
President and Chief Executive Officer
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