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SCHEDULE 14C
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
BEACH COUCH, INC.
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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:
[ ] 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 statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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BEACH COUCH, INC.
94 Rue de Lausanne, CH1202
Geneva Switzerland
INFORMATION STATEMENT
This Information Statement is being mailed to the stockholders of Beach
Couch, Inc. (the "Company"), a Delaware corporation, commencing on or about
Friday, August 25, 2000, in connection with the previous approval by the
Company's Board of Directors (the "Board") of the corporate action referred to
below and the subsequent adoption by the holders of a majority of the
outstanding shares of common stock of the Company by written consent in lieu of
meeting. Accordingly, all necessary corporate approvals in connection with the
matter referred to herein have been obtained and this Information Statement is
furnished solely for the purpose of informing stockholders, in the manner
required under the Securities and Exchange Act of 1934, as amended, (the
"Exchange Act") of this corporate action before it takes effect.
Only holders of record of the Company's shares of common stock at the
close of business on Thursday August 24, 2000 are entitled to receive notice of
the informal action taken by the stockholders. No response is being requested
from you and you are requested not to respond to the Information Statement.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
CORPORATE ACTION TAKEN
The Company, as authorized by the necessary approvals of the Board and
a majority of the Company's stockholders, has approved the adoption of an
amendment (the "Amendment") to the Company's Certificate of Incorporation to
change the name of the Company to VIPC Communications, Inc. On July 25, 2000,
the holders of a majority the outstanding common stock approved the Amendment by
written consent in lieu of a meeting in accordance with Section 228 of the
Delaware General Corporation Law.
NO DISSENTERS RIGHTS
The corporate action described in this Information Statement will not
afford stockholders the opportunity to dissent from the action described herein.
THE AMENDMENT
The Purpose of the Amendment
The purpose of the name change is to better reflect its growth in the
telecommunications industry as a result of the recent acquisition of VIPC
Corporation. VIPC Corporation is a partner in a joint venture with Cheng Du
Jiabin Electronic Co., Ltd., which is one of the largest Internet Protocol
("IP") telephony providers in China and has established IP Point of Presence
centers in eight Mainland China cities and is licensed to open centers in seven
additional cities. The joint venture is developing additional IP centers in
other Asian-Pacific countries including Singapore, Thailand, South Korea,
Malaysia and Japan. In addition to development in Asia, the joint venture
currently administers paging systems in Moscow and St. Petersburg, Russia and
has applied for IP licenses in both cities.
The Amendment was approved by unanimous consent of the Board and by
majority consent of the stockholders. The Company has taken all action required
under Delaware law to approve the Amendment; however, since stockholder approval
of the Amendment was obtained by written consent rather than at a stockholders'
meeting, the Exchange Act requires that this Information Statement be mailed at
least 20 calendar days before the filing of the Amendment. Accordingly, the
Company will file the Amendment to the Certificate of Incorporation with the
Delaware Secretary of State upon the expiration of the 20-day period.
Stockholder Approval Previously Obtained
The Company has approximately 29,902,500 shares of common stock
outstanding, each of which was entitled to one vote on any matter brought to a
vote of the Company's stockholders. By written consent dated July 25, 2000, the
holders of a majority of the outstanding shares of common stock approved the
adoption and implementation of the Amendment. Such action is sufficient to
satisfy the applicable requirements of Delaware law that such actions be
approved by stockholders. Accordingly, stockholders will not be asked to take
further action on the Amendment at any future meeting.
By Order of the Board of Directors,
/s/ Zhang Lebing
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Zhang Lebing, President
August 25, 2000
