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
COOKIE CUP INTERNATIONAL
(Name of Registrant as Specified in its Charter)
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2) Aggregate number of securities to which transaction applies: N/A.
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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
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COOKIE CUP INTERNATIONAL
3255 South 8820 West
Magna, Utah 84044
(801) 250-3433
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
INTRODUCTION
This Information Statement is being furnished to stockholders in
connection with resolutions providing for amendments to the Articles of
Incorporation as follows, to-wit:
1. Effect a reverse split of its outstanding voting
securities on a basis of 150 for one, while retaining
the current authorized capital and par value, with
appropriate adjustments in the stated capital accounts
and capital surplus accounts; provided, however, that
no stockholder currently owning 100 or more shares
shall be reduced to less than 100 shares as a result
of the reverse split and that no person owning less
than 100 shares shall be affected by the reverse
split; provided, further, however, that all fractional
shares shall be rounded up to the nearest whole share;
2. That the shares required for rounding to the nearest
whole share be issued by the Company; and that shares
required for rounding to 100 shares be provided from
the holdings of one of the two consenting majority
stockholders, David C. Merrell;
3. Change the name of the Company to "First Target
Acquisition, Inc."
These resolutions were unanimously adopted by the sole member of
the Board of Directors and two majority stockholders in accordance with
Sections 78.315 and 78.320 , respectively, of the Nevada Revised Statutes (the
"Nevada Act"). See the caption "Voting Securities and Principal Holders
Thereof." These two persons collectively owned in excess of the required
majority of the outstanding voting securities of the Company necessary for the
adoption of these amendments.
APPROXIMATE DATE OF MAILING DECEMBER 22, 1998
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The resolutions adopted by these persons provide for the name
change and reverse split. The name change and reverse split will become
effective on the opening of business on the twenty first day following the
mailing of this Information Statement to the Company's stockholders; and that
any executive officer, as required by the Nevada Law, is entitled to execute
and file the Articles of Amendment with the Secretary of the State of the
State of Nevada and such other agencies or entities as may be deemed required
or necessary.
These amendments are the only matters covered by this Information
Statement.
Section 78.390 of the Nevada Law provides that every amendment to
the Articles of Incorporation of a corporation shall first be adopted by the
resolution of the Board of Directors and then be subject to the approval of
persons owning a majority of the securities entitled to vote on any such
amendment. Sections 78.315 and 78.320, respectively provide that the Board of
Directors, by unanimous written consent, and persons owning the required
majority of voting securities necessary to adopt any action that would
otherwise be required to be submitted to a meeting of stockholders, may adopt
such action without a meeting by written consent. See the caption "Amendment
to the Articles of Incorporation and Vote Required for Approval," herein.
The director, executive officer and majority stockholders who
adopted the resolution to amend the Articles of Incorporation to change the
name of the Company and to effect the reverse split outlined above
collectively own approximately 78% of the outstanding voting securities of the
Company. See the caption "Voting Securities and Principal Holders Thereof,"
herein.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a
director, associate of any director, executive officer or nominee or any other
person has any substantial interest, direct or indirect, by security holdings
or otherwise, in the proposed amendments to change the name and effect the
reverse split of the Company's outstanding voting securities or in any action
covered by the related resolutions adopted by the sole member of the Board of
Directors and the two majority stockholders, which is not shared by all other
stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities
The securities that would have been entitled to vote if a meeting
was required to be held consist of shares of $0.001 par value common stock of
the Company. Each share of common stock is entitled to one vote. The number
of outstanding shares of common stock at the close of business on the date
hereof, the record date for determining stockholders who would have been
entitled to notice of and to vote on the amendments to the Company's Articles
of Incorporation, was 50,000,000, held by approximately 354 stockholders.
Security Ownership of Principal Holders and Management
To the knowledge of management and based upon a review of the
stock ledger maintained by its transfer and registrar agent, the following
table sets forth the beneficial ownership of persons who own more than five
percent of the Company's common stock as of the date hereof, and the
shareholdings of management, to-wit:
Positions Number and Percentage
Name and Address Held of Shares Beneficially
Owned
Charles Johnson Sole Director, -0-
3255 South 8820 West President and Secretary
Magna, Utah 84044
Chiricahua Company (1) Stockholder 19,000,000 - 38.0%
9005 Cobble Canyon Ln.
Sandy, Utah 84093
Network Associates (2) Stockholder 20,000,000 - 40.0%
P. O. Box 2004
Salt Lake City, Utah 84110
Don H. and Annabelle Savage Stockholders 2,650,000 - 5.3%
11889 Hidden Valley Club Drive
Sandy, Utah 84092
(1) This entity is solely owned and controlled by David C. Merrell, a
person who may be deemed to be a promoter or founder of the Company; this
stockholder is one of the consenting majority stockholders who has consented
to these amendments.
(2) This entity is solely owned and controlled by the family of Bruce H.
Rogers, (Vince R. Rogers), a person who may be deemed to be an "affiliate" of
the Company; Bruce H. Rogers was a director and executive officer until May
11, 1995; he died recently; this stockholder is one of the consenting majority
stockholders who has consented to these amendments.
AMENDMENT TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
The Company's sole business operations currently consist of seeking
out and investigating the acquisition of property, assets or business.
Currently, all authorized shares are issued and outstanding, and the reverse
split would give the Company additional shares which could be issued in
connection with any such transaction. The name change is being made to do
away with "Cookie Cup," which management feels does not create a positive
image for the Company. The Company is not currently engaged in any
negotiations respecting the acquisition of any property, assets or business.
Section 78.590 of the Nevada Law provides that every amendment to
the Articles of Incorporation of a corporation shall first be adopted by the
resolution of the Board of Directors and then be subject to the approval of
persons owning a majority of the securities entitled to vote on any such
amendment. Sections 78.315 and 78.320, respectively provide that the Board of
Directors, by unanimous written consent, and persons owning the required
majority to adopt any action that would otherwise be required to be submitted
to a meeting of stockholders, may adopt such action without a meeting by
written consent.
Resolutions to change the name of the Company and to effect the
reverse split outlined above were unanimously adopted by the sole member of
the Board of Directors and two majority stockholders, who own a majority of
the outstanding voting securities of the Company, by written consent in
accordance with Sections 78.315 and 78.320, respectively, of the Nevada Law.
These persons collectively owned in excess of the required majority of the
outstanding voting securities of the Company necessary for the adoption of the
amendments. See the caption "Voting Securities and Principal Holders Thereof,
herein.
The effective date of the name change and reverse split will be
January 12, 1999.
TWO MAJORITY STOCKHOLDERS OF THE COMPANY WHO HAVE CONSENTED TO THE CHANGE OF
THE COMPANY'S NAME AND THE REVERSE SPLIT OWN SUFFICIENT VOTING SECURITIES OF
THE COMPANY TO ADOPT THESE AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE
COMPANY AND HAVE DONE SO, TO BE EFFECTIVE ON JANUARY 12, 1999; NO FURTHER
CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE REQUESTED.
TRANSFER OF STOCK CERTIFICATES
On or after January 12, 1999, stockholders may forward their stock
certificates to Colonial Stock Transfer, 455 East 4th South, #100, Salt Lake
City, Utah 84111, Telephone (801) 355-5740, together with $15 for each stock
certificate requested to be issued or transferred for new stock certificates
bearing the new name of the Company, reflecting the reverse split and its new
Cusip Number. If stock certificates are being transferred into the same name,
no signature is required; if being transferred to a new name, the stock
certificate submitted must be signed and the signature must be guaranteed by a
"Medallion Member" bank or broker dealer. A stock power similarly signed and
guaranteed will also be acceptable.
BY ORDER OF THE BOARD OF DIRECTORS
December 21, 1998 Charles Johnson
President and Sole Director
