BUFFALO CAPITAL VI, LTD.
7331 S. Meadow Court
Boulder, Colorado 80301
Information Statement
Pursuant To Section 14(f)
of the Securities Exchange Act of 1934
and Rule 14f-1 Thereunder
INTRODUCTION
This Information Statement is being mailed on or before
December 18, 1998, to holders of record on December 1, 1998, of
shares of Common Stock ("Common Stock") of Buffalo Capital VI,
Ltd., a Colorado corporation (the "Company"). This Information
Statement is being delivered to provide information regarding anticipated
changes in the membership of the Board of Directors of the Company,
and is provided for information purposes only. No action on your part
is sought or required.
On December 9, 1998, the Company and certain of its
shareholders, including its principal shareholders, entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement") with Alan J.
Setlin, Donald G. Saunders, Gary Kornman, and Thomas K. Russell (the
"Purchasers"), whereby the Purchasers agreed to acquire 4,370,000
shares (the "Shares") of Common Stock from the current owners thereof
for a purchase price of $150,000.00. The Shares represent
approximately 94.6% of the currently issued and outstanding Common
Stock of the Company, and accordingly, the closing under the Stock
Purchase Agreement will result in a change of control of the Company.
In addition, the Purchasers are acquiring the Shares in
anticipation of the completion of a business combination transaction
between the Company and two merger or acquisition candidates which
are engaged in internet related businesses. One of the merger or
acquisition candidates is 6 PC's and a MAC, which is engaged in the
business of developing web based software which is designed to allow
television set top internet access devices to use the same software which
would otherwise require a personal computer. The other merger or
acquisition candidate is "Premier Ecom, Inc.," which operates an
internet shopping mall and provides customer services and merchant
services on the web.
Under the terms of the Stock Purchase Agreement, a business
combination transaction is to be completed as soon as reasonably
practical (estimated to be no more than 28 days) after the Closing. In
conjunction with the completion of a business combination transaction,
it is anticipated that the Company will issue up to 5,380,000 additional
shares of Common Stock and will then have a total of not more than
10,000,000 shares of Common Stock issued and outstanding.
The Stock Purchase Agreement provides that the sale and
purchase of Shares is to take place at a closing scheduled to occur on or
about December 28, 1998, or on such other date as the parties may
mutually agree. However, in no event shall the closing occur earlier
than 10 days after the date that this Information Statement in mailed to
the Company's stockholders.
The obligations of the parties to consummate the purchase and
sale of the Shares pursuant to the terms of the Stock Purchase
Agreement are subject to the satisfaction of certain conditions. One
such condition to the obligations of the Purchasers is that Grant W. Peck
and Dean F. Sessions resign their positions as directors and officers of
the Company at or prior to closing and appoint 3 persons designated by
Purchasers to fill these vacancies immediately after Closing.
DESIGNEES OF PURCHASERS
TO THE COMPANY'S BOARD OF DIRECTORS
The following table sets forth certain information with respect to
the persons designated by the Purchasers to be appointed to the
Company's Board of Directors.
<TABLE>
<CAPTION>
Number of
Shares
Name and Beneficially
Address Age Owned
<S> <C> <C>
Gina Setlin-Fard 40 0
28460 Avenue Stanford
Valencia, CA 91355
Leonard Simon 42 0
28460 Avenue Stanford
Valencia, CA 91355
Antonio L. Zuniga 27 0
28460 Avenue Stanford
Valencia, CA 91355
</TABLE>
Biographical Information
Gina Setlin-Fard
President of Computers for Kids, a pending non-profit organization
which donates set-top computer technology and training to inner-city and
rural communities through public schools. Her extensive background in
public relations and marketing in the political, educational and
international case good industries has assisted her in working with high
level federal and state officials. She has developed working partnerships
with officials, corporate executives and major technology companies to
implement a national Computers for Kids program. She is responsible
for developing a national volunteer organization of 30,000+ volunteers
which train individuals to use set-top and internet technology. She was
responsible for initiating proposals, negotiating contracts, licensing
agreements, and the daily operation of the company. She possesses a
high degree of understanding of new technologies, digital convergence,
the internet and the development of web based software.
Leonard Simon
Systems Integrator of networks and WAN facilities using the following
operating systems: Novell, Microsoft NT40 and UNIX. Employed at
Northern Telecom, worked on installation projects (DMS-100, SL100)
for the TRW Company and the Ventura County. Installed many
complex intranets for such companies as LIFETRONIX, FUTURENET
ON-LINE, INC., INTEGRATED STEELS, WEALTHCOM, CCM in
Houston, Texas, and other installations throughout the country.
Formerly Controller of Continental Mortgage Loans, Inc. who
specialized in financing all forms of credit paperwork (like
Countrywide). Currently negotiating deals with several European
countries concerning internet based software.
Antonio L. Zuniga
Director of Marketing for Worldwide Internet Marketing. Manager for
four years with Brunswick Corporation. The youngest General Manager
in AMF Corporation history. Holds a technical degree in
telecommunications.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
As of December 9, 1998, the Company had a total of 4,620,000
shares of Common Stock issued and outstanding. The following table
sets forth, as of December 9, 1998, the number of shares of Common
Stock owned of record and beneficially by executive officers, directors
and persons who hold 5% or more of the outstanding Common Stock of
the Company. Also included are the shares held by all executive officers
and directors as a group.
<TABLE>
<CAPTION>
%
of
Number of Shares Class
Name and address Owned Beneficially Owned
<S> <C> <C>
Grant W. Peck <F1>
7331 S. Meadow Court
Boulder, Colorado 80301 1,308,800<F2> 28.33%
Dean F. Sessions<F1>
P. O. Box 17881
Boulder, Colorado 80308 1,309,600<F2> 28.35%
Gary S. Joiner
4750 Table Mesa Drive
Boulder, Colorado 80303 1,309,600<F2> 28.35%
Mark DiSalvo
192 Searidge Court
Shell Beach, CA 93449 460,000 9.9%
All directors and executive
officers (2 persons) 2,618,400 56.68%
<FN>
<F1> The person listed is an officer, a director, or both, of the
Company.
<F2> Does not include 330,000 shares which may be acquired by
such person upon exercise of Class A Warrants exercisable at $2.00 per
share beginning January 1, 1998, or 165,000 shares which may be
acquired by such person upon exercise of Class B Warrants exercisable
at $4.00 per share beginning January 1, 1998.
</FN>
</TABLE>
Change in Control
Upon closing under the Stock Purchase Agreement, the
Purchasers will own 4,370,000 shares, representing approximately
94.6% of the Company's issued and outstanding Common Stock, and the
current shareholders will own 250,000 shares, or approximately 5.4%
of the Company's issued and outstanding Common Stock. In addition,
all currently outstanding Class A and Class B Warrants will be
cancelled. As a result, a change in control of the Company will have
occurred.
The Purchasers are acquiring the Shares pursuant to the terms of
the Stock Purchase Agreement, in part for their own account, and in
part, as agents for certain ultimate purchasers. Immediately following
closing under the Stock Purchase Agreement, Alan J. Setlin will own a
total of 3,781,000 shares, or approximately 81.84% of the issued and
outstanding stock. Accordingly, he will own a controlling interest in the
Company pending completion of the contemplated merger or acquisition
transactions. It is currently anticipated that he will transfer
approximately 2,120,000 to others in conjunction with completion of the
contemplated merger or acquisition transactions, and that following
completion of those transactions, he will own approximately 1,661,000
shares, or 16.61% of the estimated 10,000,000 shares to be issued and
outstanding. Donald G. Saunders will own 389,000 shares and Gary
Kornman and Thomas K. Russell will each own 100,000 shares
immediately following closing under the Stock Purchase Agreement.
They are currently expected to retain ownership of such shares following
consummation of the proposed merger or acquisition transactions. Other
persons who are expected to own substantial stock positions following
completion of the proposed merger or acquisition transactions are
Richard Stewart, the current owner of Premier Ecom, Inc., Michael
Lauer, and/or affiliates, who are providing the funds required for
purchase of the shares pursuant to the Stock Purchase Agreement.
MANAGEMENT
The directors and executive officers currently serving the Company are
as follows:
<TABLE>
<CAPTION>
Name Age Positions Held and Tenure
<S> <C> <C>
Grant W. Peck 43 President and a Director since September,
1997
Dean F. Sessions 47 Secretary, Treasurer, and a Director since
September, 1997
</TABLE>
Biographical Information
Grant W. Peck.
Mr. Peck has served as President and a Director of the Company
since its inception. He is also currently the President and a Director of
five other blind pool or blank check companies (i.e. Buffalo Capital III,
Ltd., Buffalo Capital IV, Ltd., Buffalo Capital V, Ltd., Buffalo Capital
VII, Ltd., and Buffalo Capital VIII, Ltd), each of which has a business
plan which is the same as that of the Company. Mr. Peck has also been
an officer and director of several other blind pool or blank check
companies which he assisted in the completion of business acquisition
transactions prior to tendering his resignation.
Mr. Peck was the principal shareholder, the President and a
Director of J. S. Grant's, Inc., doing business as Just Squeezed Juices,
from its inception in 1985 until January, 1995, when the Company was
sold. J.S. Grant's distributed fresh juices from Denver, Colorado, to
five states, and had approximately $3.5 million in annual sales and 36
employees. Between 1977 and 1984, Mr. Peck was an owner and
Director of Operations for the Harvest Restaurant and Bakery, a
restaurant company that catered to the then emerging health-conscious
market. During his tenure with Harvest Restaurant and Bakery,
Mr. Peck was responsible for the growth and daily operation of the
restaurant company, employing over 385 employees and staffing 28
managers.
Mr. Peck attended the University of Colorado and Macalester
College in St. Paul, Minnesota, but did not receive a degree from either
institution.
Dean F. Sessions.
Mr. Sessions has served as Secretary and Treasurer, and as a
Director of the Company since its inception. He is also currently the
Secretary, Treasurer and a Director of five other blind pool or blank
check companies (i.e. Buffalo Capital III, Ltd., Buffalo Capital IV, Ltd.,
Buffalo Capital V, Ltd., Buffalo Capital VII, Ltd., and Buffalo Capital
VIII, Ltd), each of which has a business plan which is the same as that
of the Company. Mr. Sessions has also been an officer and director of
several other blind pool or blank check companies which he assisted in
the completion of business acquisition transactions prior to tendering his
resignation.
From 1973 through 1982 Mr. Sessions was employed as an
investment broker by E. F. Hutton & Co., in its Boulder, Colorado
office. From 1982 through 1986 Mr. Sessions was an officer, director
and principal shareholder of A. S. Food Company, Inc., a Colorado
corporation formed to acquire the franchise rights for Round The Corner
restaurants in Oregon, Washington and British Columbia. A. S. Food
Company, Inc., opened and operated two Round The Corner restaurants
in the Seattle, Washington area, but in 1986 it filed bankruptcy and
ceased operations.
In October 1986, Mr. Sessions renewed his securities license with
the NASD and simultaneously joined the Boulder, Colorado office of E.
F. Hutton as an account executive. From June of 1987 through March
of 1988, Mr. Sessions was a registered representative of L. T.
Securities, the securities division of Lincoln Trust Corporation of
Denver, Colorado. From March, 1988, to August, 1990, Mr. Sessions
was a registered representative with Cohig Securities, Inc. of Denver,
Colorado, and from January, 1991 to June, 1994, Mr. Sessions was a
registered representative with Walford and Company, of Boulder,
Colorado. In addition, from August, 1990, to the present, Mr. Sessions
has been actively engaged in attempting to acquire his Professional Golf
Association (PGA) tour card.
Mr. Sessions has a B.S. degree from the University of Colorado.
There are no family relationships between any of the directors or
officers of the Company.
The Company has no standing audit, nominating or compensation
committees of the board of directors, or any committees performing
similar functions.
The Company's board of directors has not held any formal
meetings during the fiscal year ending December 31, 1998.
EXECUTIVE COMPENSATION
At inception each of the Directors, Grant W. Peck and Dean F.
Sessions, received 165,000 shares of Common Stock valued at $.02 per
share which were issued for preincorporation services rendered to the
Company in investigating and developing the Company's business plan
and for agreeing to be a Director. One other principal shareholder,
Gary S. Joiner, also received 165,000 shares of Common Stock, valued
at $.02 per share, for preincorporation services provided to the
Company. The number of shares of Common Stock owned by each of
the officers, directors and principal shareholders named herein increased
as a result of a 2:1 forward split which occurred on December 15, 1997,
and as a result of a 4:1 forward split which occurred on July 17, 1998.
No officer or director has received any other remuneration.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Under the terms of the Stock Purchase Agreement, Grant W.
Peck and Dean F. Sessions, who are directors, officers and principal
shareholders of the Company, and Gary S. Joiner and Mark DiSalvo,
who are principal shareholders of the Company, will each be selling a
substantial number of shares of Common Stock to the Purchasers at a
price of approximately $0.034 per share. Messrs. Peck, Sessions and
Joiner each acquired their shares in the Company for services valued at
the equivalent of $0.0025 per share, and Mr. DiSalvo acquired his
shares in the Company for services valued at the equivalent of $0.025
per share. Accordingly, each of the officers, directors and principal
shareholders of the Company will realize a substantial profit from the
sale of Shares under the terms of the Stock Purchase Agreement.
The Company employed the law firm of Frascona, Joiner &
Goodman, P.C., in which one of its principal shareholders, Gary S.
Joiner, is a shareholder, to provide legal services in connection with its
organization, the registration of its shares and the filing of periodical
reports under the Securities Exchange Act of 1934, and in conjunction
with negotiation, preparation and closing under the Stock Purchase
Agreement. This firm has been paid fees for such services based upon
the normal hourly rates of the persons providing legal services.
Legal Proceedings
The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated.
No director, officer or affiliate of the Company, and no owner
of record or beneficial owner of more than five percent (5%) of the
securities of the Company, or any associate of any such director, officer
or security holder is a party adverse to the Company or has a material
interest adverse to the Company in reference to pending litigation.
On September 30, 1997, the Company authorized the issuance
15,000 additional Units for a total of $7,500 in cash, or $0.50 per share
(without allocating any of the consideration to the Warrants).
THIS INFORMATION STATEMENT IS PROVIDED TO YOU
FOR INFORMATION PURPOSES ONLY. NO ACTION ON YOUR
PART IS SOUGHT OR REQUIRED.
December 18, 1998.
