<PAGE>
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
14a-5(d)(2))
[ X ] Definitive Information Statement
SIERRA HOLDINGS GROUP, 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.
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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
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SIERRA HOLDINGS GROUP, INC.
2907 Bay to Bay Boulevard, Suite 203
Tampa, Florida 33629
(813) 835-8813
INFORMATION STATEMENT
Action by Consent of Majority Stockholders
to be effective December 21, 1999
Purpose.
- --------
This Information Statement is furnished in connection with the consent of
Steven D. Moulton; Jeff Taylor; and Michelle Wheeler (collectively, the
"Majority Stockholders"), who at the time of the consent were the holders of a
majority of the issued and outstanding shares of common stock of Sierra
Holdings Group, Inc., a Nevada corporation (the "Company"). In the consent,
which is dated October 28, 1999, the Majority Stockholders resolved to change
the name of the Company to "InsiderStreet.com, Inc." The name change will be
effective December 21, 1999.
The Company has entered into preliminary discussions with
InsiderStreet.com, Inc., a Florida corporation ("InsiderStreet Florida"),
whereby the Company may acquire a controlling interest in InsiderStreet
Florida or merge InsiderStreet Florida into the Company (the "Proposed
Reorganization"). The terms of any such reorganization will be timely
disclosed in a Current Report on Form 8-K, to be filed with the Securities and
Exchange Commission.
Following the completion of the Proposed Reorganization, management
expects that the operations of InsiderStreet Florida will become the principal
operations of the Company. InsiderStreet Florida is an internet-based
provider of investor relations marketing services for micro and small
capitalization public companies.
Management can provide no assurances that the Proposed Reorganization
will be completed. However, due to the substantial change in the Company's
business direction that would follow the completion of such a transaction,
management wishes to more properly reflect its post-reorganization business
activities, and to eliminate the potential for confusion in this regard, by
changing the Company's name to "InsiderStreet.com, Inc." Management does not
believe that the name change will have any material effect on the Company's
operations, if any.
The Nevada Revised Statutes (the "Nevada Law") requires the approval of
stockholders who hold at least a majority of the voting power
present at a meeting at which a quorum is present to amend the Company's
Articles of Incorporation to change its name. The Nevada 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. See the caption
"Voting Procedures," herein.
The Majority Stockholders, who at the time of the Consent owned
approximately 90.6% of the issued and outstanding voting securities of the
Company, have consented to amend the Company's Articles of Incorporation to
change its name to "InsiderStreet.com, Inc." WE ARE NOT ASKING YOU FOR A
PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. See the caption "Voting
Securities and Principal Holders Thereof," herein.
Dissenters' Rights of Appraisal.
--------------------------------
The Nevada Law does not provide any dissenters' rights with respect to
the amendment of a corporation's Articles of Incorporation to change its name.
Therefore, no dissenter's rights of appraisal will be given in connection with
the Company's name change.
AT THE TIME OF THE CONSENT, THE MAJORITY STOCKHOLDERS OWNED SUFFICIENT VOTING
SECURITIES TO ADOPT, RATIFY AND APPROVE THE AMENDMENT OF THE COMPANY'S
ARTICLES OF INCORPORATION PURSUANT TO WHICH THE COMPANY WILL CHANGE ITS NAME
FROM "SIERRA HOLDINGS GROUP, INC." TO "INSIDERSTREET.COM, INC." NO FURTHER
CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE REQUESTED.
Voting Securities and Principal Holders Thereof.
- ------------------------------------------------
As of October 28, 1999, the date of the Majority Stockholders' consent to
amend the Company's Articles of Incorporation to change its name to
"InsiderStreet.com, Inc.," a total of 5,576,921 shares of common stock were
outstanding; such shares were entitled to a total of 5,576,921 votes on such
amendment.
The following table sets forth the shareholdings of the Company's
directors and executive officers and those persons who owned more than 5% of
the Company's common stock as of October 28, 1999:
Positions Number and Percentage
Name and Address Held of Shares Beneficially Owned
- ---------------- ---- ----------------------------
Steven D. Moulton Director 4,057,679 (1) - 72.8%
4848 S. Highland Dr., #353 President
Salt Lake City, Utah 84117
Jeff Taylor Director 500,334 - 9.0%
1879 Siggard Drive Vice President
Salt Lake City, Utah 84106
Michelle Wheeler Director 500,334 - 9.0%
282 N. 1162 West Secretary/
St. George, Utah 84077 Treasurer
(1) Mr. Moulton is the President, director and 9% stockholder of
Wasatch Consulting Group, which is the record holder of 7,667
shares of the Company's common stock. These shares have been
added to Mr. Moulton's ownership totals.
Changes in Control.
- -------------------
On November 1, 1999, Steven D. Moulton, Jeff Taylor and Michelle Wheeler
resigned as directors and executive officers of the Company, and the following
persons were elected to the Board of Directors: Raymond B. Miller; Merle
Steele; and Arthur S. Fyvolent.
On November 2, 1999, Mr. Moulton transferred 3,630,000 "unregistered" and
"restricted" shares of the Company to four individuals and two corporations in
consideration of the sum of $180,000.
Messrs. Miller, Fyvolent and Steele were appointed to the positions of
President, Vice President and Secretary/Treasurer, respectively, on November
11, 1999.
The change in its directors and executive officers has caused a change in
control of the Company. In addition, the holdings of Steven D. Moulton, who
owned approximately 72.8% of the Company's outstanding common stock
immediately prior to the change in control, have been reduced to approximately
7.7% of its outstanding common stock. As a result, Mr. Moulton may no longer
be deemed to control the Company by virtue of his ownership of a majority of
its issued and outstanding shares.
The following table contains information regarding the share holdings of
the Company's directors and executive officers and those persons who
beneficially own more than 5% of the Company's common stock, taking into
account the transactions discussed above:
Percent of
Name Title No. of Shares Outstanding Shares
---- ----- ------------- ------------------
Millennium Stockholder 1,330,000 23.8%
Health Products,
Inc.
NEXTDigital, Stockholder 1,150,000 (1) 20.6%
Inc.
Merle Steele Director 500,000 9.0%
Vice President
Stockholder
Jeff Taylor Former Director 500,334 9.0%
Former Vice Pres.
Stockholder
Michelle Wheeler Former Director 500,334 9.0%
Former Sec/Treas.
Stockholder
Steven D. Former Director 427,679 7.7%
Moulton Former President
Stockholder
John Muzio Stockholder 250,000 4.5%
Joseph Muzio Stockholder 250,000 4.5%
Raymond B. Director -0- (1) -0-
Miller President
Arthur S. Director -0- (1) -0-
Fyvolent Secretary/
Treasurer
(1) Messrs. Miller and Fyvolent are executive officers and the
principal stockholders of NEXTDigital, Inc. As a result,
the shares held by NEXTDigital, Inc., may also be deemed
to be beneficially owned by Messrs. Miller and Fyvolent.
This change of control was disclosed in a Current Report on Form 8-K,
which was filed with the Securities and Exchange Commission on November 17,
1999.
Interest of Certain Persons in or Opposition to Matters to be Acted Upon.
- -------------------------------------------------------------------------
No director or executive officer of the Company, nominee to become such,
or associate of any of the foregoing persons has any interest in the amendment
of the Company's Articles of Incorporation to change its name to
"InsiderStreet.com, Inc." that is not shared by all other stockholders. No
director has informed the Company, in writing or otherwise, that he or she
intends to oppose such amendment.
Voting Procedures.
- ------------------
Under the Nevada Law, the presence of a majority of the shares of the
Company's common stock entitled to vote at a meeting of the Company's
stockholders is required to constitute a quorum for the transaction of
business. If a quorum exists, matters submitted to a vote of stockholders will
be approved if the votes cast in favor of the action exceed the votes cast
against the action.
The Nevada Law also permits any action that must be taken by the vote of
stockholders to be taken by written consent of the holders of at least the
number of shares required to authorize such action at a meeting of
stockholders.
AT THE TIME OF THE CONSENT, THE MAJORITY STOCKHOLDERS OWNED SUFFICIENT VOTING
SECURITIES OF THE COMPANY TO APPROVE THE AMENDMENT OF ITS ARTICLES OF
INCORPORATION TO CHANGE THE COMPANY'S NAME FROM "SIERRA HOLDINGS GROUP, INC."
TO "INSIDERSTREET.COM, INC." NO FURTHER CONSENTS, VOTES OR PROXIES ARE
NEEDED, AND NONE ARE REQUESTED.
EXHIBITS
None; not applicable.
