INFORMATION STATEMENT
To the Shareholders of
ICON SYSTEMS, INC.
December 28, 1998
Recent Developments
Icon Systems, Inc. (the "Company") is pleased to announce that
it has entered into an agreement to acquire 100% of Prospero
Investments Limited, a United Kingdom company ("Prospero").
Prospero is the owner of SR Gent PLC ("SR Gent"), a clothing
manufacturer and supplier located in Barnsley, South Yorkshire,
England. It is anticipated that the business of SR Gent will
become the principal business of the Company following the
acquisition.
In connection with the acquisition, the Company will effect a
reverse stock split of its issued and outstanding shares of common
stock on a one (1) share for fifty (50) shares basis, effective
December 28, 1998. As consideration for the acquisition of
Prospero, the Company will issue to the Prospero shareholders
5,100,000 shares (post-split) of authorized but previously unissued
common stock. Thus, the shareholders of Prospero will have
effective voting control of the Company.
Prospero, through its subsidiary SR Gent, designs,
manufactures and distributes apparel for women and children. SR
Gent has been engaged in fashion design and apparel manufacturing
for more than fifty years and is a major supplier of ladieswear and
childrenswear to Marks & Spencer. SR Gent employs an experienced
design team in London that creates ladies formal blouses, ladies
tops, sportswear and girlwear. SR Gent also manufactures and
markets formal skirts, trousers, boyswear and babywear.
As a result of the acquisition of Prospero, the Company's
current Board of Directors will be resigning and will be replaced
by persons associated with Prospero and SR Gent. The new directors
will hold office until the Company's next annual meeting, which is
expected to be held in May 1999, or until their successors are
elected or appointed and qualified, or their prior resignation or
termination.
Directors and Executive Officers
The following persons held the position of director and/or
executive officer at the time of the acquisition of SR Gent.
Name Position Held Director Since
Michelle Wheeler President and Director September 1996
Jeff Taylor Vice President and Director September 1996
Steven D. Moulton Secretary / Treasurer and
Director September 1996
Michelle Wheeler, Director and President. Ms. Wheeler, age
32, is a 1991 graduate of the University of Utah, where she
received a B.S. degree in Communications. From July, 1991 through
January, 1994, she was a reservation agent for Delta Airlines in
Salt Lake City, Utah. Since then, she has been a homemaker and has
also served as Secretary/Treasurer and a director of Sierra
Holdings Group, Inc. ("Sierra"), a Nevada corporation, since
November, 1997,. and February 1996, respectively. The securities
of Sierra are registered with the Commission pursuant to Section
12(g) of the 1934 Act, and, like the Company, Sierra may be deemed
to be a "blank check" company. Ms. Wheeler has NASD series 6 and
63 licenses.
Jeff Taylor, Director and Vice President. Mr. Taylor is 33
years of age. He graduated from Hiram Johnson High School in
Sacramento, California, in 1983. From 1988 to 1991, he was
employed as an auto painter at Fabrication Specialties in
Sacramento. In 1991, Mr. Taylor moved his family to Utah. Mr.
Taylor has an A.S. degree from Utah Valley State College And is
currently enrolled in the College of Nursing at the University of
Utah. He plans to pursue a masters degree in Nurse Anesthesia.
Mr. Taylor has also served as vice President and director of Sierra
since February 1996.
Steven D. Moulton, Director and secretary/Treasurer. Mr.
Moulton is 36 years of age. He graduated from Olympus High School
in Salt Lake City, Utah in 1980. From 1984 to 1990, he served as
a director and executive officer of several publicly-held
development stage companies including Safron, Inc. (director and
vice President); Sagitta Ventures (director and President); Jasmine
Investments (director and President); Java, Inc.
(Secretary/Treasurer and director); and onyx Holdings Corporation
(director and President). From 1991 to 1994, Mr. Moulton was a
director and President of Omni International corporation, which is
currently known as "Beachport Entertainment corporation." Since
1995, he has served as director and executive officer of the
Company (director and Secretary/Treasurer) and Wasatch
International corporation (director and President). Mr. Moulton
resigned from his positions with Wasatch International Corporation
in July, 1996. In addition, Mr. Moulton has served as President
and director of Sierra since November 1997 and February 1996,
respectively. With the exception of Sierra, Sagitta Ventures, Omni
International Corporation and Wasatch International Corporation,
none of these companies was subject to the reporting requirements
of the Securities and Exchange Commission. Mr. Moulton owned and
operated a Chem-Dry carpet cleaning franchise from 1991 to 1995.
In addition, Mr. Moulton was the President and a director of the
Company from its inception until his resignation on July 31, 1991.
Prior to the acquisition of Prospero and the effectiveness of
the reverse stock split, the Company had outstanding 16,582,689
shares of common stock. If the Company held a meeting of
shareholders to elect new directors, 16,582,689 shares (pre-split)
would be eligible to vote. A majority of the shares voting at a
duly convened meeting would be necessary to elect a director. No
election of directors by shareholders will be held to appoint the
new directors resulting from the acquisition of Prospero.
During the past five years, no present or former director,
executive officer or person nominated to become a director or an
executive officer of the Company:
(1) was a general partner or executive officer of any
business against which any bankruptcy petition was filed,
either at the time of the bankruptcy or two years prior
to that time;
(2) was convicted in a criminal proceeding or named
subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses);
(3) was subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court
of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or
banking activities; or
(4) was found by a court of competent jurisdiction (in a
civil action) , the Securities and Exchange Commission or
the Commodity Futures Trading Commission to have violated
a federal or state securities or commodities law, and the
judgment has not been reversed, suspended or vacated.
Compliance with Section 16(a) of the Exchange Act
On or about February 21, 1997, each of the Company's current
directors and executive officers filed with the Securities and
Exchange commission an Initial statement of Beneficial Ownership of
Securities on Form 3.
On or about August 5, 1997, Access Properties Group, LLC
("Access"), a Utah limited liability company that may be deemed to
be an affiliate of the Company's Secretary/Treasurer, Steven D.
Moulton, acquired 750,000 "unregistered" and "restricted" shares of
the Company's common stock in a private transaction from Diane
Reed. Mr. Moulton and his wife collectively own a 60% interest in
Access and both are managing directors of that entity. A Form 4
Statement of Changes in Beneficial ownership of Securities, which
discloses this acquisition, was filed with the Securities and
Exchange commission concurrently with the Company's Annual Report
on Form 10-KSB for the fiscal year ended June 30 1 1998.
Except for any obligation arising from the acquisition of
Prospero, Management is unaware of any additional obligation on the
part of any person to file any report under Section 16(a) of the
Exchange Act.
Compensation of Directors
There are no agreements or arrangements pursuant to which the
Company's directors are compensated for any services provided as
director. No additional amounts are payable to the Company's
directors for committee participation or special assignments.
There are no arrangements pursuant to which any of the Company's
directors was compensated during the last fiscal year for any
service provided as director. There are no employment contracts,
compensatory arrangements, including payments to be received from
the company, with respect to any director or executive officer of
the Company which would in any way, result in payments to any such
person because of his or her resignation, retirement or other
termination of employment with the Company or its subsidiaries, any
change in control of the Company, or a change in the person's
responsibilities following a change in control of the Company.
Further, there are no agreements or understandings for any director
or executive officer to resign at the request of another person.
No director or executive officer acts on behalf or, or will act at
the direction of, any other person.
With the exception of the sum of $500 per month payable to Mr.
Moulton commencing in October, 1996, no cash compensation, deferred
compensation or long-term incentive plan awards were issued or
granted to the Company's management during the fiscal years ended
June 30, 1998, or 1997. Further, no member of the Company's
management has been granted any option or stock appreciation right.
There are no plans whereby the Company would issue any of its
securities to management, promoters, their affiliates or associates
in consideration of services rendered or otherwise.
The following is a summary of compensation paid by the Company
to directors and/or executive officers for services during the past
three years.
(1) In October 1996 in consideration for services rendered,
the Company issued 1,500,000 shares (restricted) of common stock to
each of four persons: Michelle Wheeler, President and Director,
Jeff Taylor, Vice President and Director, Steven D. Moulton,
Secretary / Treasurer and Directors, and Diane Reed, former Vice
President and Director.
(2) In September 1996, the Company issued 9,000,000 shares
(restricted) shares of common stock to Wasatch Consulting Group, a
corporation of which Mr. Moulton is the President, a director and
a 9% stockholder, in consideration of services rendered and the
payment of $10,000.
(3) In October 1995, 15,000 restricted shares of common stock
were issued to Wasatch Consulting Group in consideration of
services rendered. At the same time, 6,000,000 shares (restricted)
shares were issued to Kevin Boyer, former President and Director,
also in consideration of services rendered.
(4) Commencing in October 1996, the Company has paid Mr.
Moulton a salary of $500 per month for management services rendered
to the Company. These services include keeping the Company in good
standing in the State of Nevada and assisting with the preparation
of the Company's Registration Statement on Form 10-SB and the
Company's periodic reports under the Securities Exchange Act of
1934, as amended. There is no written agreement between the
Company and Mr. Moulton in this regard.
Related Transactions
Each of the current directors and executive officers and certain
former director and executive officers has received "unregistered"
and "restricted" shares of the Company's common stock in
consideration of services rendered and the sum of $10,000.
Proposed New Directors
The following persons are expected to replace the Company's
current directors and shall comprise the Company's Board of
Directors following the acquisition of SR Gent.
P. Manohar is experienced in global capital markets and since
1989, has been associated with PT. Polysindo Eka Perkasa, as Vice
President of Finance from 1989 to 1997, and as a director from 1997
to the present. Previously from 1982 to 1989, Mr. Manohar was a
finance executive with Shriram Fibres Ltd. in New Delhi. Mr.
Manohar is a 1974 graduate from the University of Madras and also
a 1978 graduate from the Institute of Chartered Accountants of
India, New Delhi.
Chandra Sekar, since 1987 has been associated with PT. Texmaco
Jaya as a senior manager and vice president. He is also a director
of SR Gent and is Chairman of Euro Trade and Forfaiting, Inc., a
publicly held company. Mr. Sekar received a Bachelors Degree and
Masters Degree of Industrial and System Engineering from Bandung
Institute of Technology.
Michael Ganot, since 1994 has been Director of Marketing and
Product Development for Texmaco (US) and has also served as a
director of SR Gent. From 1984 to 1993, Mr. Ganot was Vice
President of Operations and Production Planning for Liz Clairbone,
US. Mr. Ganot holds a B.S. Degree in Textile Engineering from the
College of Textiles & Scientists, Philadelphia Pennsylvania.
K.H. Silva, has been with Texmaco Group since 1978 and has
served as General Manager, Vice President, and a director of the PT
Multikarsa Investma Holding Company of the Texmaco Group. Mr.
Silva is a graduate Chartered Accountant from the Institute of
Chartered Accountants.
Principal Shareholders
The following table sets forth information, to the best
knowledge of the Company as of August 24, 1998, with respect to
each person known by the Company to own beneficially more than 5%
of the Company's outstanding common stock, each director and all
directors and officers as a group. Information presented is prior
to the reverse stock split and the issuance of shares pursuant to
the acquisition of Prospero.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class(1)
Steven D. Moulton * 2,250,000(1) 13.6%
4848 South Highland Drive #353
Salt Lake City, UT 84117
Jeff Taylor * 1,500,000 9.0%
1879 Sugared Drive
Salt Lake City, UT 84106
Michelle Wheeler * 1,500,000 9.0%
4817 South Fortuna Way
Salt Lake City, UT 84127
Wasatch Consulting Group 9,015,000(1) 54.4%
4848 South Highland Drive #353
Salt Lake City, UT 84117
All directors and executive 5,250,000 31.6%
officers as a group
(3 persons in group)
* Director and/or executive officer
(1) Includes 750,000 shares held by Access Properties Group,
LLC, of which Mr. Moulton and his wife collectively own a 60%
interest and of which both Mr. and Mrs. Moulton are managing
directors. Mr. Moulton may also be deemed to control Wasatch
Consulting Group, which owns 54.4% of the Company's issued and
outstanding shares of common stock.
Additional Information
Management expects that the acquisition of Prospero and the
operation of SR Gent is in the best interest of the Company and
will benefit its shareholders. If you would like additional
information including financial information concerning the
acquisition of Prospero, the business of SR Gent, you are
encouraged to contact Charles Yost at the Company's new principal
offices located at 4835 North O'Connor, Suite 134-136, Irving,
Texas 75062.
