UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement
Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Filed by the registrant |X|
Filed by a party other than the registrant|_|
Check the appropriate box:
|X| Preliminary information statement
|_| Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive information statement
Osteo Systems, Inc.
----------------------------------------------
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
<PAGE>
Osteo Systems, Inc.
2449 Lyric Ave.
Los Angeles, CA 90027
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Osteo Systems, Inc.
Dated as of ____________, 2000
To the Stockholders of Osteo Systems, Inc.:
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned, being the Secretary of Osteo Systems, Inc., provides that Notice is
hereby given that the special meeting (the "Meeting") of the stockholders of
Osteo Systems, Inc. (hereinafter referred to as "OSTEO" and/or the "Company"), a
Colorado corporation, will be held at 1201 N. Pacific Ave., Suite 104, Glendale,
CA 91202, on October __, 2000, at 10:00 a.m., Pacific Daylight Time ("PDT").
The purpose of this meeting is to consider, discuss, vote and act upon the
following:
o restating and amending the Company's Articles of Incorporation in order to
change its name from Osteo Systems, Inc., to "Sattel Global Networks,
Inc.", and
o effecting a 1-for-15 (1:15) reverse stock split in the outstanding shares
of OSTEO common stock, par value $0.001 per share.
Certain officers, directors and affiliates of the Company own in excess of
50.00% of the Voting Shares of the Company and have advised the Company that
they intend to vote in favor of the Proposals. Consequently, the Proposals will
be approved at the Meeting.
The Board of Directors of the Company believes that the Proposal is in the best
interest of OSTEO stockholders and recommends its adoption.
If there are any questions or further information is required with respect to
the Proposals, please contact Roland Fink at 1201 N. Pacific Ave., Suite 104,
Glendale, CA 91202, 818 549-9606.
By order of the Board of Directors,
/s/ Kendall Dorsett
---------------------------
KENDALL DORSETT
Secretary
_____________, 2000
2
<PAGE>
INFORMATION STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
To be held October __, 2000
OSTEO Systems, Inc.,
1201 N. Pacific Ave., Suite 104
Glendale, CA 91202
_______________, 2000
GENERAL INFORMATION
This Information Statement is furnished in connection with a Special Meeting of
Stockholders called by the Board of Directors (the "Board") of OSTEO Systems,
Inc. ("OSTEO"), to be held at 1201 N. Pacific Ave., Suite 104, Glendale, CA
91202, at 10:00 a.m. local time on October 13, 2000, and at any and all
postponements, continuations or adjournments thereof (collectively the
"Meeting"). This Information Statement and the accompanying Notice of Special
Meeting will be first mailed or given to OSTEO's stockholders on or about
October 2, 2000.
All shares of OSTEO's common stock, par value $0.001 per share (the "Common
Stock"), represented in person will be eligible to be voted at the Meeting.
WE ARE NOT ASKING FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
ITEM 1. DATE, TIME AND PLACE INFORMATION
The enclosed information statement is provided by the Board of OSTEO for use at
the Special Meeting of Stockholders to be held at 1201 N. Pacific Ave., Suite
104, Glendale, CA 91202 at 10:00 a.m. on October __, 2000, and at any
adjournment or adjournments thereof.
BACKGROUND INFORMATION
A Reorganization Agreement (the "Agreement") was executed on September 11, 2000
by and among OSTEO, Sattel Global Networks, Inc., a Delaware corporation
("SATTEL"), Freva Investment Trust, a common law business trust resident in
California ("FTI"), and certain stockholders of OSTEO representing at
approximately 57% of the outstanding of the common stock , par value $0.001 per
share (the "Common Stock") of OSTEO. At the closing of the transactions
contemplated by the Agreement, the current stockholders of OSTEO will own less
than 1.5% of the outstanding shares of Common Stock of OSTEO and OSTEO will own
100% of the existing business of SATTEL and all of the beneficial interests of
FTI. SATTEL is a satellite based supplier of telephone and internet access
services to developing countries worldwide. FTI holds certain rights to acquire
an interest in Sattel.
1
<PAGE>
The respective boards of directors of OSTEO and SATTEL and the Trustee of FTI
deem it desirable and in the best interests of their respective corporations and
the holders of the beneficial interests of FTI, for OSTEO to acquire the
outstanding capital stock of SATTEL and all beneficial interests of FTI in
accordance with the terms of the Agreement (the "Transaction"). Under Colorado
corporate law and the Articles of Incorporation and Bylaws of OSTEO, no vote of
the stockholders of OSTEO is required to consummate the Transaction. However,
two conditions to completion of the Agreement require the approval of OSTEO's
stockholders and are described in the Proposal. Provided the Proposal is
approved at the Meeting, the Transaction is expected to close within one week of
the Meeting.
PROPOSAL
AMENDMENT TO ARTICLES OF INCORPORATION
The Board of Directors has unanimously approved, and recommends for
stockholder approval, the restatement and amendment of the Company's Articles of
Incorporation as follows:
o restating and amending OSTEO's Articles of Incorporation in order to change
its name from Osteo Systems, Inc. to "Sattel Global Networks, Inc.", and
o effecting a 1-for-15 (1:15) reverse stock split in the outstanding shares
of OSTEO Common Stock.
The restatement and amendment is required to effect the Transaction.
ITEM 2. REVOCABILITY OF PROXY
Not Applicable.
ITEM 3. DISSENTERS' RIGHT OF APPRAISAL
Not Applicable.
ITEM 4. PERSONS MAKING THE SOLICITATION
The enclosed information statement is distributed by the Board of Directors
(the "Board of Directors") of OSTEO. The cost of distribution will be borne by
the Company. In addition to the distribution by mail, officers and employees of
the Company may distribute in person. The Company may reimburse brokers or
persons holding stock in their names, or in the names of their nominees, for
their expenses in sending the information statement to the beneficial owners.
ITEM 5. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Not Applicable.
2
<PAGE>
ITEM 6. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record at the close of business on September 18, 2000 (the
"Record Date") will be entitled to vote at the meeting or any adjournment or
adjournments thereof. On that date the Company had outstanding 6,150,000 shares
of Common Stock entitled to one (1) vote per share (the "Voting Shares"). The
affirmative vote of the holders of a majority of the Company's Voting Shares is
required to approve the Proposal.
The presence of the holders of a majority of the issued and outstanding Voting
Shares voting as a single class, entitled to vote at the Meeting is necessary to
constitute a quorum for the transaction of business at the Meeting.
The following table sets forth certain information regarding beneficial
ownership of Common Stock as of September 18, 2000 by (i) each person known by
the Company to own beneficially more than 5% of the outstanding Common Stock,
(ii) each director, and (iii) all executive officers and directors as a group.
Each person has sole voting and sole investment or dispositive power with
respect to the shares shown except as noted.
Number of Percent of
Name and Address Shares Owned Shares Outstanding
--------------------------------------------------------------------------------
Roland W. Fink (1)(2) 1,532,640 shares 24.92%
1201 N. Pacific Ave., Suite 104
Glendale, CA 91202
Kendall L. Dorsett (1)(2) 1,532,640 shares 24.92%
1201 N. Pacific Ave., Suite 104
Glendale, CA 91202
Patricia Cudd 767,320 shares 12.47%
1120 Lincoln St., Suite 703
Denver, CO 80203
Suzanne Sorensen(2) 8,400 shares 0.14%
2449 Lyric Avenue
Los Angeles, CA 90027
Grey Point Capital, Inc. 494,890 shares 8.05%
c/o M. Richard Cutler, Esq.
610 Newport Center Dr., Suite 800
Newport Beach, CA 92660
All directors and executive officers
as a group (3 persons) 3,073,680 shares 49.98%
---------------------
(1) Member of the Board of Directors of the Company.
(2) Executive Officer of the Company.
3
<PAGE>
ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 9. INDEPENDENT PUBLIC ACCOUNTANTS
Not applicable.
ITEM 10. COMPENSATION PLANS
Not applicable.
ITEM 11. AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN FOR EXCHANGE
Not applicable.
ITEM 12. MODIFICATION OR EXCHANGE OF SECURITIES
No action is to be taken by OSTEO with respect to the modification of any class
of securities of the Company, or the issuance or authorization for issuance of
securities of the Company in exchange for outstanding securities of the Company.
ITEM 13. FINANCIAL AND OTHER INFORMATION
Not applicable.
ITEM 22. INFORMATION REQUIRED IN INVESTMENT COMPANY PROXY STATEMENT
Not applicable.
THIS INFORMATION STATEMENT IS PROVIDED TO YOU FOR INFORMATION
PURPOSES ONLY. NO ACTION ON YOUR PART IS SOUGHT OR REQUIRED.
