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
BCS INVESTMENT CORPORATION
(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 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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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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BCS INVESTMENT CORPORATION
14500 North Northsight Blvd., Suite 213
Scottsdale, Arizona 85260
INFORMATION STATEMENT
CORPORATE ACTION TO BE TAKEN EFFECTIVE DECEMBER 11, 2000
INTRODUCTION
This Information Statement will be first sent or given to shareholders on or
about November 20, 2000, in connection with corporate action to be taken at a
special meeting of the shareholders on December 11, 2000. At the special
meeting, BCS Investment Corporation (the "Company") will (1) adopt Articles of
Amendment to its Articles of Incorporation ("Articles of Amendment") to change
its name to "Crossnet Communications, Inc.", and (2) approve a 1-for-10 reverse
split of the outstanding shares of Common Stock.
**WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.**
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING SECURITIES
Shareholders of the Company will adopt the Articles of Amendment and approve the
reverse split by means of a special meeting to be held on December 11, 2000, at
14500 North Northsight Blvd., Suite 213, Scottsdale, Arizona 85260. On that
date, 100,000,000 shares of Common Stock will be issued and outstanding.
VOTING RIGHTS AND REQUIREMENTS
Consent from the holders of one-third (1/3) of the shares outstanding will be
required to adopt the Articles of Amendment and implement the reverse split.
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PRINCIPAL SECURITY HOLDERS
The following table sets forth information, as of November 7, 2000, with respect
to the beneficial ownership of the Company's Common Stock by each person known
by the Company to be the beneficial owner of more than five percent of the
outstanding Common Stock and by directors and officers of the Company, both
individually and as a group:
<TABLE>
<CAPTION>
BENEFICIAL OWNERS RELATIONSHIP TO SHARES OWNED PERCENT OF
COMPANY BENEFICIALLY AND OF CLASS (1)<F1>
RECORD
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<S> <C> <C> <C>
Mark Moldenhauer
BCS Investment Corporation Director, President 82,005,507 82.00%
14500 North Northsight Blvd., & Secretary
Suite 213
Scottsdale, Arizona 85290
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Jules Lee Wurzel (2)<F2>
BCS Investment Corporation Director & 966,172 0.97%
14500 North Northsight Blvd., Treasurer
Suite 213
Scottsdale, Arizona 85290
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Officers and Directors as a group 82,971,679 83.00%
(2 persons)
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<FN>
<F1>
(1) Based on 100,000,000 shares outstanding.
<F2>
(2) Includes 5,000 shares owned by Dorothy Wurzel.
</FN>
</TABLE>
CHANGES IN CONTROL
No arrangements are known to the Company, including any pledge by any person of
securities of the Company, the operation of which may, at a subsequent date,
result in a change in control of the Company.
ARTICLES OF AMENDMENT
On September 25, 2000, the Company entered into a Share Exchange Agreement
("Agreement") with the shareholders of AutoVenu, Inc., a Delaware corporation,
and consummated the acquisition by exchanging 303.7241 shares of Company's
Common Stock and 6.393 shares of the Company's to be created Series A Preferred
Stock for each issued and outstanding share of common stock of AutoVenu, Inc.
AutoVenu, Inc. is a private software development company based in Scottsdale,
Arizona, and intends to develop and market a suite of proprietary software
applications targeted at specific business-to-business e-commerce industries. As
the parent of AutoVenu, Inc., the Company will continue the development and
business of AutoVenu, Inc. In accordance with the terms of the Agreement, the
Company will amend its Articles of Incorporation to change its name to "Crossnet
Communications, Inc."
BCS Investment Corporation Information Statement - Page 2
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REVERSE STOCK SPLIT
Under the Company's Articles of Incorporation, the Company is authorized to
issue up to 100,000,000 shares of Common Stock. As of November 6, 2000, the
Company had a total of 100,000,000 shares issued and outstanding. On November 6,
2000, the directors of the Company authorized a 1-for-10 reverse split of the
outstanding shares of Common Stock, to be effective December 11, 2000, and
recommended the transaction for approval by the shareholders. The directors
believe the reverse split will enhance and promote the value of the Company's
Common Stock.
BCS Investment Corporation Information Statement - Page 3
