<PAGE>
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-5(d)(2))
[ ] Definitive Information Statement
EUROTELECOM COMMUNICATIONS, 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 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies: N/A.
...............................................................
2) Aggregate number of securities to which transaction applies: N/A.
...............................................................
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): N/A.
...............................................................
4) Proposed maximum aggregate value of transaction: N/A.
...............................................................
5) Total fee paid: N/A.
...............................................................
[ ] 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 number, or the Form or
Schedule and the date of its filing.
<PAGE>
1) Amount Previously Paid: $0.
...............................................................
2) Form, Schedule or Registration Statement No.: N/A
...............................................................
3) Filing Party: N/A
...............................................................
4) Date Filed: N/A
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<PAGE>
EUROTELECOM COMMUNICATIONS, INC.
Britannia House, British Fields
Ollerton Road, Tuxford
Nottinghamshire NG22 OPQ
UNITED KINGDOM
(011-44-114
INFORMATION STATEMENT
Action by Consent of Majority Stockholders
to be effective February , 2000
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is furnished in connection with the consent
of the holders of 54% (the "majority holders") of the issued and outstanding
shares of common stock,$.01 par value of Eurotelecom Communications, Inc., a
Delaware corporation (the "Company") to the adoption of certain amendments to
its Articles of Incorporation as discussed below. This information statement is
being provided pursuant to the requirements of Rule 14c-2 promulgated under
Section 13 of the Securities Exchange Act, as amended, to inform holders of
common stock entitled to vote or give an authorization or consent in regard to
the action authorized by the written consent, of the action being taken. These
matters will be effective February , 2000.
This information statement is being mailed on or about January , 2000
to all shareholders of record at the close of business on December 31, 1999. As
of that date, there were 17, 946,222 shares of common stock outstanding, each
entitled to one vote on each matter of business put to a shareholder vote.
The amendments to the Certificate of Incorporation are as follows:
1. The name of the Company will be changed to "e-linking inc."
The purpose of the change is to provide that the name of the Company more
closely describes its core business activities, which involve the electronic
linking of disparate information systems.
<PAGE>
2. The number of shares of Common Stock, $.01 par value the
Company is authorized to issue will be increased from 20,000,000 to 50,000,000.
The Company is currently authorized to issue only 20,000,000 Shares of Common
Stock and 10,000,000 shares of Preferred Stock. Since 17,946,222 shares of
Common Stock are currently outstanding, the Company is unable to issue any
substantial number of new shares. The Company is expected to require additional
funds to finance possible acquisitions and the expansion of its business
activities and to issue new shares of common Stock for those purposes, among
others. The Company has developed plans and engaged in a number of preliminary
discussions to those ends, but there can be no assurance that such plans or
discussions will be fruitful. The Company has proposed to increase the number of
shares of Common Stock it is authorized to issue to 50,000,000 shares of Common
Stock in order to provide it with the flexibility required for such purposes.
3. The Company proposes to amend the Certificate of
Incorporation to add a new class of stock, to be known as Class A Common Stock,
and to authorize the Company to issue 50,000,000 shares of Class A Common Stock.
The Class A Common Stock will have such powers, preferences, rights,
qualifications and restrictions, and shall be issued in one or more series, as
are determined, from time to time, by the Company's Board of Directors. Although
the Company's plans may change, its present purpose in adding this class of
shares is to enable the Company to issue shares of Class A Common Stock with the
same powers, preferences, rights, qualifications and restrictions as have been
granted to the Company's Common Stock, subject to the limitations that, to the
extent lawful, shares of Class A Common Stock may only be acquired by any person
who is not a "U.S. Person", and may only be offered or sold in an "Offshore
Transaction", as such terms are defined by Rule 902 of Regulation S, as amended
from time to time, issued by the Securities and Exchange Commission under the
Securities Act of 1933, as amended from time to time, or by any successor rule
or regulation.
The Delaware General Company Law requires the approval of stockholders
who hold at least a majority of the voting power of the Company's Common Stock
present at a meeting at which a quorum is present to amend its Certificate of
Incorporation. The Delaware General Company Law also permits actions that would
otherwise require a vote at a meeting of stockholders to be taken by written
consent of the holders of at least the number of shares that would be necessary
to authorize such actions at a meeting.
On January , 2000, the proposed amendments were approved and
recommended to the shareholders by the Board of Directors of the Company, and on
or about January , 2000, written consent approving the amendments was signed by
the beneficial owners of 9,681,820 shares of Common Stock which represented
approximately 54% of all of the issued and outstanding Common Stock at that
date. As a result, the amendments to the Certificate of Incorporation were
approved by the holders of a majority of the issued and outstanding shares of
Common Stock and no further votes will be needed. The written consent will
become effective on or about February , 2000, but in no event less than 20 days
after the Company has first mailed this Information Statement to its
shareholders.
<PAGE>
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
The Delaware General Company Law does not provide any dissenters'
rights with respect to amendment of the Company's Certificate of Incorporation
as set forth above. Therefore, no dissenter's rights of appraisal will be given
in connection with these matters.
DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized to issue 20,000,000 shares of Common Stock,
$0.01 par value. At December 31, 1999 there were 17,946,222 shares of Common
Stock issued and outstanding. Holders of Common Stock are entitled to receive
ratably such dividends as may be declared by the Board of Directors, out of
funds legally available, without any preference. Holders of Common Stock are
entitled to one vote per share. Cumulative voting is not allowed for purposes of
the election of directors. Thus, the holders of more than 50% of the shares
voting for directors can elect all directors. The holders of the Common Stock of
the Company have no preemptive rights to purchase new issues of the securities
of the Company. There are no redemption or conversion features attached to the
Common Stock.
At the present time, the Company does not intend to pay any dividends
on its Common Stock. Upon liquidation or dissolution of the Company, holders of
Common Stock are entitled to receive pro rata, either in cash or in kind, all of
the assets of the Company after payment of debts.
Preferred Stock
The Company is authorized to issue 10,000,000 shares of Preferred
Stock, $0.01 par value. There are no shares of Preferred Stock issued and
outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The total number of shares of Common Stock of the Company beneficially owned by
each of the officers and directors, and all of such directors and officers as a
group, and their percentage ownership of the outstanding Common Stock of the
Company as of December 31, 1999, are as follows:
<PAGE>
<TABLE>
<CAPTION>
MANAGEMENT PER CENT
SHAREHOLDERS (1) SHARES BENEFICIALLY OWNED OF COMMON STOCK
- ---------------- ------------------------- ---------------
<S> <C> <C>
PHILIP SHAUN DERRY.................. 1,039,940 5.8%
Mexborough Business Centre
College Road
Mexborough
Yorkshire
United Kingdom
S64 9JP
ROBERT IAIN HAY..................... 273,400 1.5%
Mexborough Business Centre
College Road
Mexborough
Yorkshire
United Kingdom
S64 9JP
ANDREW KRAWCHUK..................... 176,000 1.0%
Mexborough Business Centre
College Road
Mexborough
Yorkshire
United Kingdom
S64 9JP
IAN STUART REAY..................... 110,000 0.61%
Mexborough Business Centre
College Road
Mexborough
Yorkshire
United Kingdom
S64 9JP
JOHN SPACKMAN....................... 75,000 0.42%
Mexborough Business Centre
College Road
Mexborough
Yorkshire
United Kingdom
S64 9JP
RAY MAY............................. 419,377 2.34%
Mexborough Business Centre
College Road
Mexborough
Yorkshire
United Kingdom
S64 9JP
GRAHAM FORD......................... 50,000 0.28%
College Road
Mexborough
Yorkshire
United Kingdom
S64 9JP
DAVID WALTON........................ 110,000 0.61%
College Road
Mexborough
Yorkshire
United Kingdom
S64 9JP
- ----------------
</TABLE>
(1) Except as otherwise noted, it is believed by the Company that all persons
have full voting and investment power with respect to the shares indicated.
Under the rules of the Securities and Exchange Commission, a person (or group of
persons) is deemed to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares the power to vote or to direct the voting
of such security, or the power to dispose of or to direct the disposition of
such security. Accordingly, more than one person may be deemed to be a
beneficial owner of the same security. A person is also deemed to be a
beneficial owner of any security which that person has the right to acquire
within sixty (60) days, such as options or warrants to purchase the Common Stock
of the Company.
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock by each shareholder who beneficially
owns more than five percent (5%) of the Company's Common Stock, the number of
shares beneficially owned by each and the percent of outstanding Common Stock so
owned of record as of December 31, 1999. It is believed by the Company that all
persons listed have sole voting and investment power with respect to their
shares, except as otherwise indicated.
<TABLE>
<CAPTION>
PER CENT OF
NAME AND ADDRESS OF TITLE SHARES OUTSTANDING
BENEFICIAL OWNER OF CLASS BENEFICIALLY OWNED COMMON STOCK
- ---------------------- -------- ------------------ ------------
<S> <C> <C> <C>
PHILIP SHAUN DERRY................ Common Stock 1,039,940 5.8%
Mexborough Business Centre
College Road
Mexborough
Yorkshire
United Kingdom
S64 9JP
PETER DRAKE....................... Common Stock 931,820 5.2%
Mexborough Business Centre
College Road
Mexborough
Yorkshire
United Kingdom
S64 9JP
SCRIBE INVESTMENTS SA............. Common Stock 2,475,000 13.8%
2 Serjeants Inn
London
WESTBURY INVESTMENTS SA........... Common Stock 2,475,000 13.8%
2 Serjeants Inn
London
BENCHLEVEL PROPERTIES LIMITED..... Common Stock 1,100,000 6.1%
19 Warwick Gardens
London
- ----------------
</TABLE>
(1) Except as otherwise noted, it is believed by the Company that all persons
have full voting and investment power with respect to the shares indicated.
Under the rules of the Securities and Exchange Commission, a person (or group of
persons) is deemed to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares the power to vote or to direct the voting
of such security, or the power to dispose of or to direct the disposition of
such security. Accordingly, more than one person may be deemed to be a
beneficial owner of the same security. A person is also deemed to be a
beneficial owner of any security which that person has the right to acquire
within sixty (60) days, such as options or warrants to purchase the Common Stock
of the Company.
Eurotelecom Communications, Inc.
By:
-----------------------------
EXHIBIT
1. Proposed Amendment to Certificate of Incorporation.
<PAGE>
Exhibit 1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
EUROTELECOM COMMUNICATIONS, INC.
Under Section 242 of the
General Corporation Law of the State of Delaware
Eurotelecom Communications, Inc (the "Corporation") a corporation
organized and existing under and by virtue of the General Corporation Laws of
the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by resolution
unanimously adopted by all of the members of the Board of Directors, adopted the
following resolutions proposing and declaring advisable the following amendments
to the Certificate of Incorporation of the Corporation:
A. Article 1 of the Certificate of Incorporation is amended to
read as follows:
" The name of the Corporation is e-linking inc."
B. Article 4 of the Certificate of Incorporation is hereby
amended in its entirety to read as follows:
"(a) The Corporation is authorized to issue three classes of shares
to be designated, respectively, "Preferred Stock", "Common
Stock" and "Class A Common Stock". The number of shares of
Preferred Stock authorized to be issued is Ten Million
(10,000,000), the number of shares of Common Stock authorized
to be issued is Fifty Million (50,000,000) and the number of
shares of Class A Common Stock authorized to be issued is
Fifty Million (50,000,000). The Preferred Stock , the Common
Stock and the Class A Common Stock shall each have a par value
of $.01 per share. The aggregate par value of all shares of
Preferred Stock is $100,000, the aggregate par value of all
shares of common Stock is $500,000 and the aggregate par value
of all shares of Class A Common Stock is $500,000.
(b) The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article 4, to
provide for the issuance of the shares of Preferred Stock in
one or more series, and by filing a certificate pursuant to
the applicable law of the State of Delaware, to establish from
time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and
rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.
<PAGE>
(c) The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article 4, to
provide for the issuance of the shares of Class A Common Stock
in one or more series, and by filing a certificate pursuant to
the applicable law of the State of Delaware, to establish from
time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and
rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.
(d) The authority of the Board with respect to each series of
Preferred Stock and with respect to each series of Class A
Common Stock shall include, but not be limited to,
determination of the following:
(i) The number of shares constituting that series and the
distinctive designation of that series;
(ii) The dividend rate on the shares of that series,
whether dividends shall be cumulative, and, if so,
from which date or dates, and the relative rights of
priority, if any, of payment of dividends on shares
of that series;
(iii) Whether that series shall have voting rights, in
addition to the voting rights provided by law, and,
if so, the terms of such voting rights;
(iv) Whether that series shall have conversion privileges,
and, if so, the terms and conditions of such
conversion, including provision for adjustment of the
conversion rate in such events as the Board of
Directors shall determine;
(v) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of
such redemption, including the date or date upon or
after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount
may vary under different conditions and at different
redemption dates;
(vi) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and,
if so, the terms and amount of such sinking fund;
(vii) Whether that series will contain any restriction on
transfer or registration of transfer or any
restriction on the amount of shares that may be owned
by any person or group of persons.
(viii) The rights of the shares of that series in the event
of voluntary or involuntary liquidation, dissolution
or winding up of the corporation, and the relative
rights of priority, if any, of payment of shares of
that series;
<PAGE>
(ix) Any other relative or participating rights,
preferences and limitations of that series;
(x) If no shares of any series are outstanding, the
elimination of the designation, powers, preferences,
and rights of such series of shares, in which event
such shares shall return to their status as
authorized but unissued and undesignated Preferred
Stock. or Class A Common Stock, as the case may be."
Second: The effective date of the foregoing amendment is , 2000.
Third: That the aforesaid amendment to the Certificate of
Incorporation was duly adopted by the shareholders of the
Corporation in accordance with Section 242 of the General
Corporation Law of the State of Delaware.
Fourth: Prompt notice of the taking of this corporate action is being
given to all stockholders who did not consent thereto in
writing, in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Phillip Derry, its President, and attested by , its secretary,
this day of , 2000.
Eurotelecom Communications, Inc.
By: /s/ Phillip Derry
-----------------------------
Phillip Derry, President
ATTEST:
By:
----------------------------
Secretary
