PACIFIC CMA, INC
7331 S. MEADOW COURT
BOULDER, COLORADO 80301
Information Statement
Pursuant To Section 14(f)
of the Securities Exchange Act of 1934
and Rule 14f-1 Thereunder
---------
INTRODUCTION
This Information Statement is being mailed on or before August
2, 2000, to holders of record on July 28, 2000, of shares of Common
Stock ("Common Stock") of Pacific CMA, Inc., a Colorado corporation
(the "Company") in connection with an anticipated change in all
members of the Company's Board of Directors. The information
contained in this Information Statement regarding the persons designated
to become directors of the Company has been furnished to the Company
by third parties and the Company assumes no responsibility for its
accuracy or completeness.
The Company was formed as a "blind pool" or "blank check"
company, whose business plan was to seek to acquire a business
opportunity through completion of a merger, exchange of stock, or other
similar type of transaction. The Company has now identified a business
opportunity it wishes to acquire and is prepared to proceed with
implementation of its business plan through completion of the proposed
acquisition.
This Information Statement is being delivered to provide
information regarding anticipated changes in the membership of the
Board of Directors of the Company in conjunction with completion of
the proposed business acquisition, and is provided for information
purposes only. You are urged to read this Information Statement
carefully. However, no action on your part is sought or required.
On or about July 25, 2000, certain shareholders of the Company,
including two officers and directors, its other principal shareholders, and
certain other large shareholders, entered into a Stock Purchase
Agreement (the "Purchase Agreement") with a group of purchasers
consisting of four individuals, pursuant to which the purchasers agreed
to purchase 10,000,000 shares of the Company's common stock from the
Sellers, representing approximately 83.33% of the Company's issued and
outstanding common stock. The purchase price is $50,000, or $0.005
per share, which is payable through execution of promissory notes in
favor of the sellers. The promissory notes are payable in full three (3)
business days after NASD Regulation, Inc. grants its approval for one
of its member firms to publish bid and asked quotations on the OTC
Bulletin Board for the Company's stock.
The closing under the Purchase Agreement will result in a change
in control of the Company. As a result, at the time of closing under the
Purchase Agreement, the current voting officers and directors of the
Company will resign and the out-going directors will appoint persons
designated by the purchasers as successor members of the Board of
Directors.
Execution of the Purchase Agreement is the first step in the
process of completing a business acquisition transaction. The second
step is completion of a share exchange. Thus, as a condition precedent
to execution of the Purchase Agreement by the selling shareholders, on
or about July 25, 2000, the Company entered into a Stock Exchange
Agreement (the "Exchange Agreement") with Buller Services
Corporation, a British Virgin Islands International Business Company
("Buller"), as the sole stockholder of AGI Logistics (H.K.) Ltd., a
corporation organized under the laws of Hong Kong ("AGI"). Under the
terms of the Exchange Agreement, the Company will acquire all of the
issued and outstanding common stock of AGI from Buller in exchange
for the issuance of 8,000,000 shares of its common stock.
Following completion of the share exchange, the Company will
have a total of 20,000,000 shares of common stock issued and
outstanding and will own all of the issued and outstanding common stock
of AGI. After completion of the share exchange, AGI, which is engaged
in the business of providing international air freight and sea freight,
river freight forwarding services, local and inland trucking and
warehousing for the import, export, and re-export markets in or through
Hong Kong, and transhipment services to mainland China, will continue
to conduct its existing business operations as a wholly-owned subsidiary
of the Company.
It is the intention of the selling shareholders to complete closing
under the Purchase Agreement as soon as reasonably possible, but in any
event no later than August 15, 2000, and it is the intention of the
Company to complete closing under the Exchange Agreement as soon as
reasonably possible thereafter, but in any event no later than September
30, 2000. However, the obligations of the parties to consummate the
transactions contemplated by the Purchase Agreement and the Exchange
Agreement are subject to satisfaction of certain conditions precedent.
One such condition precedent to closing under the Purchase Agreement
is compliance with Rule 14f-1 adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, which requires
the Company to provide prior written notice to its shareholders of the
anticipated change in identity of the members of its Board of Directors
not less than ten (10) days prior to date upon which the new directors
are to take office.
There is no assurance that the transactions contemplated by the
Purchase Agreement and the Exchange Agreement will be completed
because there is no assurance that the parties will satisfy all of the
conditions for closing.
MANAGEMENT
The directors and executive officers currently serving the
Company are as follows:
<TABLE>
<CAPTION>
Name Age Positions Held and Tenure
<S> <C> <C>
Grant W. Peck 45 President, and a Director since
September, 1997.
Dean F. Sessions 49
Secretary/Treasurer, and a
Director since September, 1997.
Biographical Information
</TABLE>
Grant W. Peck
Mr. Peck has served as President and a Director of the Company
since September, 1997. He is also currently the President and a Director
of three other blind pool or blank check companies (i.e. National CMA,
Inc., First CMA, Inc.and Capmacco Corp.) which were formed at the
same time as the Company and have a capital structure which is identical
to that of the Company.
From 1994 to the present, Mr. Peck has been engaged in the
business of managing commercial real estate which he owns and in the
business of mergers or acquisitions involving blind pool or blank check
companies. Mr. Peck was the principal shareholder, the President and
a Director of J. S. Grant's, Inc., doing business as Just Squeezed Juices,
from its inception in 1985 until January, 1995, when the Company was
sold. J.S. Grant's distributed fresh juices from Denver, Colorado, to
five states, and had approximately $3.5 million in annual sales and 36
employees. Between 1977 and 1984, Mr. Peck was an owner and
Director of Operations for the Harvest Restaurant and Bakery, a
restaurant company that catered to the then emerging health-conscious
market. During his tenure with Harvest Restaurant and Bakery, Mr.
Peck was responsible for the growth and daily operation of the restaurant
company, employing over 385 employees and staffing 28 managers.
From 1994 to the present, Mr. Peck has been engaged in the
business of mergers and acquisitions involving blind pool or blank check
companies.
Mr. Peck attended the University of Colorado and Macalester
College in St. Paul, Minnesota, but did not receive a degree from either
institution.
Dean F. Sessions.
Mr. Sessions has served as Secretary and Treasurer, and as a
Director of the Company since September 1997. He is also currently the
Secretary, Treasurer and a Director of three other blind pool or blank
check companies (i.e. National CMA, Inc., First CMA, Inc. and
Capmacco Corp.) which were formed at the same time as the Company
and have a capital structure which is identical to that of the Company.
From 1973 through 1982 Mr. Sessions was employed as an
investment broker by E.F. Hutton & Co., in its Boulder, Colorado
office. From 1982 through 1986 Mr. Sessions was an officer, director
and principal shareholder of A. S. Food Company, Inc., a Colorado
corporation formed to acquire the franchise rights for Round The Corner
restaurants in Oregon, Washington and British Columbia. A. S. Food
Company, Inc., opened and operated two Round The Corner restaurants
in the Seattle, Washington area, but in 1986 it filed bankruptcy and
ceased operations.
In October 1986, Mr. Sessions renewed his securities license with
the NASD and simultaneously joined the Boulder, Colorado office of E.
F. Hutton as an account executive. From June of 1987 through March
of 1988, Mr. Sessions was a registered representative of L. T.
Securities, the securities division of Lincoln Trust Corporation of
Denver, Colorado. From March, 1988, to August, 1990, Mr. Sessions
was a registered representative with Cohig Securities, Inc. of Denver,
Colorado, and from January, 1991 to June, 1994, Mr. Sessions was a
registered representative with Walford and Company, of Boulder,
Colorado.
From 1994 to the present, Mr. Sessions has been engaged in the
business of mergers and acquisitions involving blind pool or blank check
companies. In addition, from August, 1990, to the present, Mr.
Sessions has been actively engaged in attempting to acquire his
Professional Golf Association (PGA) tour card.
Mr. Sessions has a B.S. degree from the University of Colorado.
There are no family relationships between any of the directors or
officers of the Company.
The Company has no standing audit, nominating or compensation
committees of the board of directors, or any committees performing
similar functions.
The Company's board of directors did not hold any formal
meetings during the fiscal year which ended December 31, 1999,
Compliance With Section 16(a) of the Exchange Act.
The Company has been advised by its officers, directors and
principal shareholders, that as of the end of its most recent fiscal year,
they are current in filing all required reports pursuant to Section 16(a)
of the Exchange Act.
DESIGNEES AS COMPANY DIRECTORS
AND EXECUTIVE OFFICERS
The following table sets forth the name, age and position of each
of the persons expected to be appointed to the Company's Board of
Directors and each of the persons expected to be appointed as an
executive officer of the Company following completion of the
reorganization described herein:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Lam King Ko, 47 President & Chairman
Alfred of the Board of Directors
Scott Turner 45 Director
Chan Wai Ying,
Louisa 42 Director
</TABLE>
Biographical Information
Lam King Ko, Alfred.
Alfred Lam is President and Chairman of the Board of Directors
of AGI Logistics (HK), Ltd., of Hong Kong. He founded that company
in 1998 and is its sole shareholder. From 1978 through 1996 he was
affiliated with AWT World Transport Holdings, Ltd., in Hong Kong,
which was engaged in the air freight business. He joined AWT
Transport in 1978 as a sales executive. He became a major shareholder
and managing director in 1991. He sold that company in 1996. Mr.
Lam has a bachelor's degree in Business Administration from Chinese
University of Hong Kong.
Scott Turner.
Mr. Turner will become a director of the Company following
closing under the Purchase Agreement. Since 1997 he has been
President of Airgate International Corp. in Jamaica, New York, a
company which he co-founded. From 1986 through 1997, he was
managing director of Tri-Cargo Services, Inc., in Jamaica, New York,
a company which he also co-founded. Tri-Cargo was merged with AWT
World Transport in 1997, resulting in the creation of Airgate
International Corp. Mr. Turner holds a bachelor's degree from Hofstra
University in Hempstead, New York.
Chan Wai Ying, Louisa.
Ms. Chan is a director of AGI Logistics (HK), Ltd., of Hong
Kong. From January 1994 through January 1996, she was an executive
director of AWT World Transport Holdings, Ltd., in Hong Kong, where
she was responsible for financial planning, tax planning and budgeting.
She is the spouse of Alfred Lam. She holds a diploma of accounting in
Australia.
SECURITY OWNERSHIP OF CERTAIN CURRENT BENEFICIAL
OWNERS AND MANAGEMENT
As of July 25, 2000, the Company had a total of 12,000,000
shares of Common Stock issued and outstanding. The following table
sets forth the number of shares of Common Stock owned of record and
beneficially by current executive officers, directors, persons who hold
5% or more of the outstanding Common Stock of the Company and by
current officers and directors as a group. The table also reflects the
number of shares which are expected to be owned by such persons
following sale of shares pursuant to the Purchase Agreement.
<TABLE>
<CAPTION>
(page 1 of 2) Number of Shares
Owned Beneficially
Name and After
Address Current Closing
<S> <C> <C>
Grant W. Peck <F1>
7331 S. Meadow Court
Boulder, CO 80301 2,483,250<F2> 131,438
Dean F. Sessions <F1>
P. O. Box 17881
Boulder, CO 80308 2,499,000<F3> 138,438
Gary S. Joiner
4750 Table Mesa Drive
Boulder, CO 80303 2,489,000<F4> 833,437
Mark DiSalvo
192 Searidge Court
Shell Beach, CA 93449 2,400,000 828,437
All directors and executive
officers (2 persons) 4,982,250 269,876
<FN>
<F1> The person listed is an officer, a director, or both, of the Company.
<F2> Includes 3,500 shares owned by family members, of which Mr. Peck
may be deemed to be the beneficial owner.
<F3> Includes 10,000 shares owned by Mr. Sessions' spouse, of which he may
be deemed to be the beneficial owner.
<F4> Includes 5,000 shares owned by family members, of which Mr.
Joiner may be deemed to be the beneficial owner.
</TABLE>
SECURITY OWNERSHIP OF CERTAIN CURRENT BENEFICIAL
OWNERS AND MANAGEMENT
<TABLE>
<CAPTION>
(page 2 of 2)
Percent of Class Owned
Name and After
Address Current Closing
<S> <C> <C>
Grant W. Peck <F1>
7331 S. Meadow Court
Boulder, CO 80301 20.69% 1.10%
Dean F. Sessions <F1>
P. O. Box 17881
Boulder, CO 80308 20.83% 1.15%
Gary S. Joiner
4750 Table Mesa Drive
Boulder, CO 80303 20.75% 6.95%
Mark DiSalvo
192 Searidge Court
Shell Beach, CA 93449 20.00% 6.90%
All directors and executive
officers (2 persons) 41.52% 2.25%
<FN>
<F1> The person listed is an officer, a director, or both, of the Company.
<F2> Includes 3,500 shares owned by family members, of which Mr. Peck
may be deemed to be the beneficial owner.
<F3> Includes 10,000 shares owned by Mr. Sessions' spouse, of which he may
be deemed to be the beneficial owner.
<F4> Includes 5,000 shares owned by family members, of which Mr.
Joiner may be deemed to be the beneficial owner.
</TABLE>
SECURITY OWNERSHIP OF CERTAIN FUTURE BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of the date of completion of the
transactions contemplated by the Reorganization Agreement, the number
of shares of Common Stock expected to be owned of record and
beneficially by persons who are expected to be appointed as directors
and executive officers of the Company, by persons who are expected to
then hold 5% or more of the outstanding Common Stock of the
Company and all expected future officers and directors as a group.
<TABLE>
<CAPTION>
Name and Number of Shares
Address Owned Beneficially Percent of Class
<S> <C> <C>
Lam King Ko, Alfred
Unit D, 11/F, Garment Centre
No. 576-586 Castle Peak Road
Cheung Sha Wan, Kowloon
Hong Kong 9,000,000 75%
All directors and
executive officers as
a group (3 in number) 9,000,000 75%
</TABLE>
EXECUTIVE COMPENSATION OF CURRENT MANAGEMENT
No officer or director has received any remuneration or
compensation from the Company. The Company currently has no stock
option, retirement, pension, or profit-sharing programs for the benefit
of directors, officers or other employees.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Indemnification of Officers and Directors
As permitted by Colorado law, the Company's Articles of
Incorporation provide that the Company will indemnify its directors and
officers against expenses and liabilities they incur to defend, settle, or
satisfy any civil or criminal action brought against them on account of
their being or having been Company directors or officers unless, in any
such action, they are adjudged to have acted with gross negligence or
willful misconduct. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers
or persons controlling the Company pursuant to the foregoing provisions,
the Company has been informed that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable.
Exclusion of Liability
Pursuant to the Colorado Business Corporation Act, the
Company's Articles of Incorporation exclude personal liability for its
directors for monetary damages based upon any violation of their
fiduciary duties as directors, except as to liability for any breach of the
duty of loyalty, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, acts in violation
of Section 7-5-114 of the Colorado Business Corporation Act, or any
transaction from which a director receives an improper personal benefit.
This exclusion of liability does not limit any right which a director may
have to be indemnified and does not affect any director's liability under
federal or applicable state securities laws.
Conflicts of Interest
Members of management, and other principal shareholders of the
Company, have paid an aggregate total of approximately $8,249 for their
shares. This includes initial consideration totaling $2,400, which
consisted of $255 in cash and services valued at $2,145, and also
includes a total of $5,849 of additional contributions in the form of
payment of corporate expenses. This consideration is the equivalent of
approximately $.00069 per share. Under the terms of the Purchase
Agreement, the selling shareholders are selling a total of 10,000,000
shares for a purchase price of $50,000, or $.005 per share. As a result,
the selling shareholders are making a substantial profit on the sale of the
10,000,000 shares. The fact that the selling shareholders are making a
substantial profit represents a conflict of interest, particularly in view of
the fact that none of the other (non-selling) shareholders will have
opportunity to approve or consent to such sale.
LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated. No director,
officer or affiliate of the Company, and no owner of record or beneficial
owner of more than five percent (5%) of the securities of the Company,
or any associate of any such director, officer or security holder is a party
adverse to the Company or has a material interest adverse to the
Company in reference to pending litigation.
----------
THIS INFORMATION STATEMENT IS PROVIDED TO YOU
FOR INFORMATION PURPOSES ONLY. NO ACTION ON YOUR
PART IS SOUGHT OR REQUIRED.
August 2, 2000
