UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Preliminary Information Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant |X|
Filed by a party other than the registrant| |
Check the appropriate box:
|x| Preliminary information statement | | Confidential, for use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
| | Definitive information statement
| | Definitive additional materials
| | Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
OAK BROOK CAPITAL III, INC.
(Name of Registrant as Specified in its Charter)
<PAGE>
(Name of Person(s) Filing Information Statement, if Other Than the Registrant)
Not Applicable
Payment of Filing Fee(Check the appropriate box):
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common
(2) Aggregate number of securities to which transactions apply:
Jovus Alpha Fiber
36,362,785 410,555
(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):
Not Applicable
(4) Proposed maximum aggregate value of transaction:
Not Applicable
(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:
Not Applicable
(2) Form Schedule or Registration Statement No.:
Not Applicable
(3) Filing Party:
Nadeau & Simmons, P.C.
1250 Turks Head Building
Providence, RI 02903
401-272-5800
(4) Date Filed:
September 29, 2000
<PAGE>
By Order of the Board of Directors
Mark T. Thatcher,
President
Providence, Rhode Island
October ___, 2000
MANAGEMENT HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING.
YOUR COOPERATION WILL BE APPRECIATED.
STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK PERSONALLY,
OTHERWISE YOUR VOTE WILL NOT BE COUNTED.
OAK BROOK CAPITAL III, INC.
October ___, 2000
To the Shareholders of
OAK BROOK CAPITAL III, INC.:
Dear Fellow Shareholders:
Attached please find a notice of annual meeting of the shareholders of
OAK BROOK CAPITAL III, INC. (hereinafter referred to as "OAK BROOK"
and/or the "Company"), that will be held at the Company headquarters,
1250 Turks Head Building, Providence, Rhode Island 02903, on October __
2000, at 10:00 a.m., Eastern Daylight Time ("EDT"). The purpose of this
meeting is to consider, discuss, vote and act upon the following:
(i) Restating and amending the Company's Articles of Incorporation in
order to change its name from OAK BROOK CAPITAL III, INC. to "ALPHA FIBER,
INC." ("name change");
(ii) Approving an Agreement and Plan of Merger and Reorganization (the "Alpha
Merger") whereby ALPHA FIBER MERGER CORPORATION (hereinafter referred to
as "ALPHA") will be acquired by OAK BROOK; and
(iii)Approving a Plan and Agreement of Merger and Reorganization (the "Jovus
Merger") whereby JOVUS, LTD. (hereinafter referred to as "JOVUS") will be
acquired by OAK BROOK; and
<PAGE>
Page 2
Oak Brook Shareholders
October __, 2000
______________________
(iv) electing a new Board of Directors.
Certain officers, directors and affiliates of PROVIDENCE who own in
excess of 50.00% of the outstanding voting shares of the Company have
advised the Company that they intend to vote in favor of each item set
forth above. Consequently, the proposals will be approved at the annual
meeting of stockholders.
OAK BROOK hereby offers its shareholders Dissenter's Rights as provided
for in Article 7-113-101 through 7-113-302 of the Colorado Business
Corporation Act ("CBCA"), as amended. If a OAK BROOK shareholder elects
to exercise their Dissenter's Rights in accordance with Article 7-113-
204, said shareholder of OAK BROOK will be paid the fair value thereof
as determined by the Board of Directors. The Board of Directors has
determined the fair value of each share of Common Stock to be $0.11. The
determination of the per share fair value was computed based on a number
of considerations including the following:
(i) the Company has had no operations for approximately two years;
(ii) the Company has negative book value and no assets as of June 30,
2000;
(iii)other similar public shell companies have in effect been sold in
the marketplace for cash consideration of $150,000 to $200,000 which
would result in a fully diluted per share value of approximately
$0.11 per share.
In the event a shareholder elects to exercise Dissenters' Rights, such
shareholder must comply with the applicable procedures set forth in
Sections 7-113-201 through 7-113-209 of the CBCA in order to receive
payment of the fair value of any Common Shares. In compliance with
Section 7-113-201 of the CBCA, a copy of Article 113 of the CBCA is set
forth at Item 3 of the accompanying Information Statement filed on
Schedule 14C (the "Information Statement") dated October ___, 2000.
<PAGE>
Page 3
Oak Brook Shareholders
October ___, 2000
______________________
The Company is also including herewith a copy of its Registration
Statement on Form 10-SB, filed as an exhibit to the Information
Statement. If there are any questions or any further information is
required with respect to the meeting and the transactions contemplated
thereby, please contact me at (401) 272-5800 or Adam S. Clavell, Esq.,
Nadeau & Simmons, P.C., 1250 Turks Head Building, Providence, RI 02903
(401) 272-5800.
Warmest regards,
/s/ Mark T. Thatcher
MARK T. THATCHER, President
DATED: October ___, 2000
<PAGE>
PRELIMINARY COPY
OAK BROOK CAPITAL III, INC.
1250 TURKS HEAD BUILDING
PROVIDENCE, RHODE ISLAND 02903
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
--------------------------------------------------------------------------------
OAK BROOK CAPITAL III, INC.
Dated as of October ___, 2000
To the Stockholders of Oak Brook:
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned, being the Secretary of OAK BROOK CAPITAL III, INC., provides
that:
________________________________________________________________________
Notice is hereby given that the annual meeting (the "Meeting") of the
stockholders of OAK BROOK CAPITAL III, INC. (hereinafter referred to as
"OAK BROOK" and/or the "Company"), a Colorado corporation, will be held
at the Company headquarters, 1250 Turks Head Building, Providence, Rhode
Island, on October __, 2000, at 10:00 a.m., Eastern Daylight Time ("EDT").
________________________________________________________________________
The purpose of this meeting is to consider, discuss, vote and act upon
the following:
(i) Restating and amending the Company's Articles of Incorporation in
order to change its name from OAK BROOK CAPITAL III, INC. to "ALPHA FIBRE,
INC." ("name change");
(ii) Approving an Agreement and Plan of Merger and Reorganization, (the "Alpha
Merger") whereby ALPHA FIBER MERGER CORPORATION (hereinafter referred to as
"ALPHA" will be acquired by OAK BROOK;
(iii)Approving a Plan and Agreement of Merger and Reorganization, (the "Jovus
Merger") whereby JOVUS, LTD. (hereinafter referred to as "JOVUS" will be
acquired by OAK BROOK; and
<PAGE>
(iv) electing a new Board of Directors.
Certain officers, directors and affiliates of OAK BROOK who own in
excess of 50.00% of the outstanding voting shares of the Company have
advised the Company that they intend to vote in favor of each item set
forth above. Consequently, the proposals will be approved at the annual
meeting of stockholders.
OAK BROOK hereby offers its shareholders Dissenter's Rights as provided
for in Article 7-113-101 through 7-113-302 of the Colorado Business
Corporation Act ("CBCA"), as amended. If any OAK BROOK shareholder elects
to exercise their Dissenter's Rights in accordance with Article 7-113-
204, said shareholder of OAK BROOK will be paid the fair value thereof
as determined by the Board of Directors.
The Board of Directors has determined the fair value of each share of
Common Stock to be $0.11. The determination of the per share fair value was
computed based on a number of considerations including the following:
(i) the Company has had no operations for approximately two years;
(ii) the Company has negative book value and no assets as of June 30, 2000;
(iii) other similar public shell companies have in effect been sold in the
marketplace for cash consideration of $150,000 to $200,000 which would
result in a fully diluted per share value of approximately $0.11 per
share.
In the event a shareholder elects to exercise Dissenters' Rights, such
shareholder must comply with the applicable procedures set forth in Sections
7-113-201 through 7-113-209 of the CBCA in order to receive payment of the
fair value of any Common Shares. In compliance with Section 7-113-201 of the
CBCA, a copy of Article 113 of the CBCA is set forth at Item 3 of the
accompanying Information Statement filed on Schedule 14 C (the "Information
Statement") dated October __, 2000.
In order to obtain the fair value payment for OAK BROOK shares, a shareholder
must mail or deliver their intention no later than October __, 2000, to the
following address:
The Board of Directors
Oak Brook Capital III, Inc.
1250 Turks Head Building
Providence, Rhode Island
02903
<PAGE>
The Board of Directors of the Company believe that the Merger will be in
the best interest of the OAK BROOK shareholders. However, shareholders
are entitled to assert the above stated Dissenter's Rights (fair value of
$0.11 per share) no later than October __, 2000, as a result of this
transaction as explained in Section 7-111 of the CBCA. We are not asking
you for a proxy in conjunction with this Meeting, but you are urged to
attend the Meeting to vote your shares in person.
Upon the approval of the Proposals, OAK BROOK, ALPHA and JOVUS will immediately
file an appropriate Articles of Merger in accordance with Colorado and
St. Vincent and the Grenadines law to effect the Merger and file articles of
amendment to the Articles of Incorporation of OAK BROOK in accordance with
Colorado law to effect a name change of OAK BROOK. The Merger will become
effective upon the completion of the filing. At the completion of the proposed
Merger, each OAK BROOK shareholder will maintain their current shares of
OAK BROOK Common Stock. The Board of Directors of the Company believes that the
Proposals will be in the best interest of OAK BROOK shareholders and
recommends their adoption.
The Company is also including herewith a copy of its Registration Statement
on Form 10-SB, filed as an exhibit to the Information Statement.
If there are any questions or further information is required with
respect to the Proposals, please contact Adam S. Clavell, Esq. at 1250
Turks Head Building, Providence, Rhode Island 02903 (401) 272-5800.
By order of the Board of Directors,
/s/ Mark T. Thatcher
MARK T. THATCHER, President
DATED: October __, 2000
<PAGE> 1
______________________________________
PRELIMINARY INFORMATION STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER __, 2000
______________________________________
OAK BROOK CAPITAL III, INC.
1250 TURKS HEAD BUILDING
PROVIDENCE, RHODE ISLAND 02903
OCTOBER __, 2000
GENERAL INFORMATION
This Information Statement is furnished in connection with an Annual
Meeting of Stockholders called by the Board of Directors (the "Board") of
Oak Brook Capital III, Inc. ("Oak Brook"), to be held at 1250 Turks Head
Building, Providence, Rhode Island at 10:00 a.m. local time on October __,
2000, and at any and all postponements, continuations or adjournments
thereof (collectively the "Meeting"). This Information Statement and the
accompanying Notice of Annual Meeting will be first mailed or given to
Oak Brook's stockholders on or about October ___, 2000.
All shares of Oak Brook's common stock, no par value per share (the
"Voting Shares"), represented in person will be eligible to be voted at
the Meeting.
WE ARE NOT ASKING FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
<PAGE> 2
ITEM 1. DATE, TIME AND PLACE INFORMATION
The enclosed information statement is provided by the Board of Oak Brook
for use at the Annual Meeting of Stockholders to be held at the Company's
headquarters at 1250 Turks Head Building, Providence, Rhode Island at
10:00 a.m. on October ___, 2000, and at any adjournment or adjournments
thereof.
Stockholders of record at the close of business on October ___, 2000 (the
"Record Date") will be entitled to vote at the meeting or any adjournment
or adjournments thereof. On that date the Company had outstanding shares
of Common Stock entitled to one (1) vote per share (the "Voting Shares").
The affirmative vote of the holders of a majority of the Company's Voting
Shares is required to approve each of the Proposals.
The presence of the holders of a majority of the issued and outstanding
shares of Voting Shares voting as a single class, entitled to vote at the
meeting is necessary to constitute a quorum for the transaction of
business at the meeting.
BACKGROUND INFORMATION
An Agreement and Plan of Merger and Reorganization (the "Alpha Agreement") was
executed on September 19, 2000 by and among OAK BROOK and ALPHA FIBER MERGER
CORPORATION ("ALPHA"). OAK BROOK is a corporation duly organized and validly
existing under the laws of the State of Colorado, with its registered office at
17 West Cheyenne Mountain Boulevard, Colorado Springs, Colorado 80906 its
principal executive office at 1250 Turks Head Building, Providence, Rhode Island
02903, and its phone number is (401)272-5800; ALPHA FIBER MERGER CORPORATION is
a corporation duly organized and validly existing under the laws of the State of
Colorado, with its registered office located in the city of Colorado Springs,
State of Colorado, its principal executive office at 801 Falmouth Street,
Thousand Oaks, California and its phone number is (805) 497-8900.
A Plan and Agreement of Merger and Reorganization (the "Jovus Agreement")
was executed on September 19, 2000 by and among OAK BROOK, FORTE HOLDINGS, LTD.,
("FORTE") and JOVUS, LTD. OAK BROOK is described in the preceding paragraph;
FORTE, a wholly-owned subsidiary of OAK BROOK, is a corporation duly organized
and validly existing under the laws of St. Vincent and the Grenadines, with its
registered office located at Trust House, 112 Bonadie Street, Kingstown,
St. Vincent and its phone number is 1 (784) 457-1145; JOVUS is a corporation
duly organized and validly existing under the laws of St. Vincent and the
Grenadines, its registered office at Trust House, 112 Bonadie Street,
Kingstown, Saint Vincent and its phone number is 1 (784) 457-1145.
The respective boards of directors of OAK BROOK and ALPHA deemed it desirable
and in the best interests of their respective corporations, for OAK BROOK to
acquire the outstanding capital stock of ALPHA in exchange for 410,555
shares of the common stock of OAK BROOK and have proposed, declared advisable
and approved such exchange (collectively, the "ALPHA Merger") pursuant to the
ALPHA Agreement, which Agreement have been duly approved by
<PAGE> 3
resolutions of the respective boards of directors of Oak Brook and Alpha.
The ALPHA Agreement requires that a shareholders' meeting be called by OAK
BROOK for the purposes of approving the ALPHA Merger prior to closing.
The respective Boards of Directors OAK BROOK and JOVUS deem it desirable and in
the best interests of their respective corporations, for OAK BROOK to acquire
the outstanding capital stock of JOVUS in exchange for Thirty Six Million Three
Hundred Sixty-Two Thousand Seven Hundred Eighty-Five(36,362,785) shares
of the common stock of OAK BROOK and have proposed, declared advisable and
approved such exchange (collectively, the "JOVUS Merger") pursuant to the JOVUS
Agreement, which Agreement has been duly approved by resolutions of the
respective boards of directors of OAK BROOK and JOVUS. The JOVUS Agreement
requires that a shareholders' meeting be called by OAK BROOK for the purposes
of approving the JOVUS Merger prior to closing.
For the purposes of efficiency, the shareholders of OAK BROOK shall vote on
both the ALPHA Merger and the JOVUS Merger on October ___, 2000.
PROPOSAL ONE AMENDMENT TO ARTICLES OF INCORPORATION
The Board of Directors has unanimously approved, and recommends for
shareholder approval, the restatement and amendment of the Company's
Articles of Incorporation in order to change the Company's name to
"ALPHA FIBRE, INC.". Approval of the restatement and amendment will not
result in any other material amendment or change to the Company's Articles
of Incorporation. The restatement and amendment is required to effect the
Company's acquisition of ALPHA and JOVUS.
PROPOSAL TWO APPROVAL OF ALPHA AGREEMENT AND PLAN
OF MERGER AND REORGANIZATION
The Board of Directors has unanimously approved, and recommends for
shareholder approval, an Agreement and Plan of Merger and Reorganization
(the "Alpha Merger"), whereby OAK BROOK will acquire all issued and
outstanding capital stock of ALPHA in exchange for Four Hundred Ten Thousand
Five Hundred Fifty-Five of the Common Stock of OAK BROOK.
PROPOSAL THREE APPROVAL OF JOVUS AGREEMENT AND PLAN
OF MERGER AND REORGANIZATION
The Board of Directors has unanimously approved, and recommends for
shareholder approval, an Plan and Agreement of Merger and Reorganization
(the "Jovus Merger"), whereby OAK BROOK will acquire all issued and
outstanding capital stock of JOVUS in exchange for Thirty Six Million Three
Hundred Sixty-Two Thousand Seven Hundred Eighty-Five(36,362,785)
of the Common Stock of OAK BROOK.
Hereinafter, unless otherwise specified, the Alpha Merger and the Jovus
Merger shall be collectively referred to as the "Merger."
PROPOSAL FOUR ELECTION OF DIRECTORS
At the Meeting, the successors to the current Board of Directors will be
elected for a term of office, such term to commence on the effective date
of the Merger. The nominee directors who are chosen to fill vacancies on
the Board shall hold office until the next election for which those
nominee directors are chosen, and until their successors are duly elected
by the stockholders.
The following table sets forth the ages of and positions and offices
presently held by each nominee director of the Company. For information
about ownership of the Company's Voting Securities by each nominee
director, see "BENEFICIAL OWNERSHIP OF VOTING SECURITIES."
<PAGE> 4
Date First
Became Positions and Offices
Name Age Director With the Company**
------------------------- ----- ----------- ---------------------
Dr. Prabhat Krishnaswamy 42 N/A
Deborah L. Kern 47 N/A
Robert J. Nagy N/A
------------------------------------------------------------------------------
** Nominees for election at this meeting.
Please see personal biographies below and at Item. 7
ITEM 2. REVOCABILITY OF PROXY
Not Applicable
ITEM 3. DISSENTERS' RIGHT OF APPRAISAL
OAK BROOK hereby offers its shareholders Dissenter's Rights as provided
for in Article 7-113-101 through 7-113-302 of the CBCA. If a OAK BROOK
shareholder elects to exercise their Dissenter's Rights in accordance
with Article 7-113-204, said shareholder of OAK BROOK will be paid the
fair value thereof as determined by the Board of Directors.
The Board of Directors has determined the fair value of each share of
Common Stock to be $0.11. The determination of the per share fair value
was computed based on a number of considerations including the following:
(i) the Company has had no operations for approximately two years;
(ii) the Company has negative book value and no assets as of June 30,
2000; and
(iii)other similar public shell companies have in effect been sold in
the marketplace for cash consideration of $150,000 to $200,000 which
would result in a fully diluted per share value of approximately
$0.11 per share.
<PAGE> 5
The Board of Directors of the Company believe that the Merger will be in
the best interest of OAK BROOK shareholders. However, shareholders are
entitled to assert their Dissenter's Rights (fair market value of $0.11
per share) no later than August 15, 2000, as a result of this transaction
as explained in Section 7-111 of the CBCA.
In order to obtain the fair market value payment for OAK BROOK shares, a
shareholder must mail or deliver their intention to the following
address:
The Board of Directors
Oak Brook Capital III, Inc.
1250 Turks Head Building
Providence, RI 02903
Pursuant to Article 113 of the CBCA, each shareholder has the right and
is entitled to dissent from the completion of the Merger and receive
payment of the fair value of the Common Shares owned by any such
shareholder ("Dissenters' Rights"). In the event a shareholder elects to
exercise Dissenters' Rights, such shareholder must comply with the
applicable procedures set forth in Sections 7-113-201 through 7-113-209
of the CBCA, as summarized below, in order to receive payment of the fair
value of any Common Shares. In compliance with Section 7-113-201 of the
CBCA, a copy of Article 113 of the CBCA and its summary are set forth
below.
SUMMARY OF ARTICLE 113 OF THE CBCA
THE FOLLOWING IS ONLY A SUMMARY OF THE PROCEDURES FOR DISSENTING
SHAREHOLDERS PRESCRIBED BY SECTIONS 7-113-101 THROUGH 7-113-302 OF THE
CBCA AND IS QUALIFIED IN ITS ENTIRETY BY THE FULL TEXT OF ARTICLE 113 OF
THE CBCA AS SET FORTH BELOW
Section 7-113-102 of the CBCA provides that each record or beneficial
shareholder of the Company is entitled to dissent from the Merger and
demand payment of the fair value of the shares of Common Stock owned by
such shareholder. In accordance with Section 7-113-202 of the CBCA, in
order for a shareholder to exercise Dissenters' Rights, such shareholder
must, prior to the taking of the vote of the shareholders on the Merger,
deliver to the Company written notice of such shareholder's intent to
demand payment for shares in the event the Merger is approved and shall
not vote such shareholder's shares in favor of the Merger.
In accordance with Section 7-113-203 of the CBCA, within ten days after
the Merger is effected, the Company must deliver a written dissenter's
notice ("Dissenter's Notice") to all shareholders who satisfy the
requirements of Section 7-113-202 of the CBCA. The Dissenter's Notice
must state that the Merger was authorized and the effective date of the
Merger, set forth the address at which the Company will receive payment
demands and where stock certificates shall be deposited, supply a form
for demanding payment, which form shall request an address from the
dissenting shareholder to which payment is to be made, and set the date
by which the Company must receive the payment demand and stock
certificates, which date shall not be less than 30 days after the date
the Dissenter's Notice was delivered. Furthermore, the Dissenter's Notice
may require that all beneficial shareholders, if any, certify as to the
assertion of Dissenters' Rights, and be accompanied by Article 113 of the
CBCA.
<PAGE> 6
Pursuant to Section 7-113-204 of the CBCA, a shareholder receiving the
Dissenter's Notice must demand payment in writing and deposit such
shareholder's stock certificates in accordance with the terms of the
Dissenter's Notice. A shareholder who does not comply with the foregoing
requirements is not entitled to the fair value of such shareholder's
shares under Article 113 of the CBCA.
Upon the later of the effective date of the Merger, or upon receipt of a
demand for payment by a dissenting shareholder, the Company must pay each
dissenting shareholder who complies with Section 7-113-204 the amount the
Company estimates to be the fair value of such shares, plus accrued
interest in accordance with Section 7-113-206 of the CBCA. The payment
must be accompanied by (i) the Company's balance sheet as of the fiscal
year ending not more than sixteen months before the date of payment, an
income statement for that year, a statement of change in shareholders'
equity for that year, and the latest available interim financial
statement; (ii) a statement of the Company's estimate of the fair value
of the shares; (iii) an explanation by the Company of how the interest
was calculated; (iv) a statement of the dissenting shareholder's right to
demand payment under Section 7-113-209 of the CBCA; and (v) a copy of
Article 113 of the CBCA.
In the event a dissenting shareholder is dissatisfied with the Company's
payment or offer of payment, such dissenting shareholder, pursuant to
Section 7-113-209 of the CBCA, may notify the Company in writing within
30 days after the Company makes or offers to pay each dissenting
shareholder, of such shareholder's own estimate of the fair value of such
shares and the amount of interest due, and demand payment of such
shareholder's estimate, less any payment already made by the Company
under Section 7-113-206, or reject the Company's offer under Section 7-
113-208 and demand payment for the fair value of the shares and interest
due. A dissatisfied dissenting shareholder may effect the foregoing if:
(i) the dissenting shareholder believes that the amount paid or offered
is less than the fair value of the shares or that the interest due is
incorrectly calculated; (ii) the Company has failed to make payment
within 60 days after the date set for demanding payment; or (iii) the
Company does not return the deposited stock certificates within the time
specified by Section 7-113-207 of the CBCA. In the event a demand for
payment under Section 7-113-209 remains unresolved, the Company may
commence a court proceeding to determine the fair value of the shares and
accrued interest within 60 days after receiving the payment demand from a
dissenting shareholder.
<PAGE> 7
TITLE 7. COLORADO BUSINESS CORPORATION ACT
ARTICLE 113. DISSENTERS' RIGHTS
PART 1. RIGHT OF DISSENT - PAYMENT FOR SHARES
C.R.S. 7-113-101 (1996)
7-113-101. DEFINITIONS
For purposes of this article:
(1) "Beneficial shareholder" means the beneficial owner of shares held in
a voting trust or by a nominee as the record shareholder.
(2) "Corporation" means the issuer of the shares held by a dissenter
before the corporate action, or the surviving or acquiring domestic or
foreign corporation, by merger or share exchange of that issuer.
(3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under section 7-113-102 and who exercises that right at
the time and in the manner required by part 2 of this article.
(4) "Fair value", with respect to a dissenter's shares, means the value
of the shares immediately before the effective date of the corporate
action to which the dissenter objects, excluding any appreciation or
depreciation in anticipation of the corporate action except to the extent
that exclusion would be inequitable.
(5) "Interest" means interest from the effective date of the corporate
action until the date of payment, at the average rate currently paid by
the corporation on its principal bank loans or, if none, at the legal
rate as specified in section 5-12-101, C.R.S.
(6) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of
shares that are registered in the name of a nominee to the extent such
owner is recognized by the corporation as the shareholder as provided in
section 7-107-204.
(7) "Shareholder" means either a record shareholder or a beneficial
shareholder.
<PAGE> 8
7-113-102. RIGHT TO DISSENT
(1) A shareholder, whether or not entitled to vote, is entitled to
dissent and obtain payment of the fair value of the shareholder's shares
in the event of any of the following corporate actions:
(a) Consummation of a plan of merger to which the corporation is a party if:
(i) Approval by the shareholders of that corporation is required
for the merger by section 7-111-103 or 7-111-104 or by the
articles of incorporation; or
(ii) The corporation is a subsidiary that is merged with its parent
corporation under section 7-111-104;
(b) Consummation of a plan of share exchange to which the corporation is
a party as the corporation whose shares will be acquired;
(c) Consummation of a sale, lease, exchange, or other disposition of
all, or substantially all, of the property of the corporation for which a
shareholder vote is required under section 7-112-102 (1); and
(d) Consummation of a sale, lease, exchange, or other disposition of
all, or substantially all, of the property of an entity controlled by the
corporation if the shareholders of the corporation were entitled to vote
upon the consent of the corporation to the disposition pursuant to
section 7-112-102 (2).
(1.3) A shareholder is not entitled to dissent and obtain payment, under
subsection (1) of this section, of the fair value of the shares of any
class or series of shares which either were listed on a national
securities exchange registered under the federal "Securities Exchange Act
of 1934", as amended, or on the national market system of the national
association of securities dealers automated quotation system, or were
held of record by more than two thousand shareholders, at the time of:
(a) The record date fixed under section 7-107-107 to determine the
shareholders entitled to receive notice of the shareholders' meeting
at which the corporate action is submitted to a vote;
(b) The record date fixed under section 7-107-104 to determine
shareholders entitled to sign writings consenting to the corporate
action; or
(c) The effective date of the corporate action if the corporate action is
authorized other than by a vote of shareholders.
<PAGE> 9
(1.8) The limitation set forth in subsection (1.3) of this section shall
not apply if the shareholder will receive for the shareholder's shares,
pursuant to the corporate action, anything except:
(a) Shares of the corporation surviving the consummation of the plan
of merger or share exchange;
(b) Shares of any other corporation which at the effective date of
the plan of merger or share exchange either will be listed on a
national securities exchange registered under the federal
"Securities Exchange Act of 1934", as amended, or on the national
market system of the national association of securities dealers
automated quotation system, or will be held of record by more
than two thousand shareholders;
(c) Cash in lieu of fractional shares; or
(d) Any combination of the foregoing described shares or cash in lieu
of fractional shares.
(2) (Deleted by amendment, L. 96, p. 1321, 30, effective June 1, 1996.)
(2.5) A shareholder, whether or not entitled to vote, is entitled to
dissent and obtain payment of the fair value of the shareholder's shares
in the event of a reverse split that reduces the number of shares owned
by the shareholder to a fraction of a share or to scrip if the fractional
share or scrip so created is to be acquired for cash or the scrip is to
be voided under section 7-106-104.
(3) A shareholder is entitled to dissent and obtain payment of the fair
value of the shareholder's shares in the event of any corporate action to
the extent provided by the bylaws or a resolution of the board of
directors.
(4) A shareholder entitled to dissent and obtain payment for the
shareholder's shares under this article may not challenge the corporate
action creating such entitlement unless the action is unlawful or
fraudulent with respect to the shareholder or the corporation.
<PAGE> 10
7-113-103. DISSENT BY NOMINEES AND BENEFICIAL OWNERS
(1) A record shareholder may assert dissenters' rights as to fewer than
all the shares registered in the record shareholder's name only if the
record shareholder dissents with respect to all shares beneficially owned
by any one person and causes the corporation to receive written notice
which states such dissent and the name, address, and federal taxpayer
identification number, if any, of each person on whose behalf the record
shareholder asserts dissenters' rights. The rights of a record
shareholder under this subsection (1) are determined as if the shares as
to which the record shareholder dissents and the other shares of the
record shareholder were registered in the names of different
shareholders.
(2) A beneficial shareholder may assert dissenters' rights as to the
shares held on the beneficial shareholder's behalf only if:
(a) The beneficial shareholder causes the corporation to receive the
record shareholder's written consent to the dissent not later than the
time the beneficial shareholder asserts dissenters' rights; and
(b) The beneficial shareholder dissents with respect to all shares
beneficially owned by the beneficial shareholder.
(3) The corporation may require that, when a record shareholder dissents
with respect to the shares held by any one or more beneficial
shareholders, each such beneficial shareholder must certify to the
corporation that the beneficial shareholder and the record shareholder or
record shareholders of all shares owned beneficially by the beneficial
shareholder have asserted, or will timely assert, dissenters' rights as
to all such shares as to which there is no limitation on the ability to
exercise dissenters' rights. Any such requirement shall be stated in the
dissenters' notice given pursuant to section 7-113-203.
<PAGE> 11
7-113-201. NOTICE OF DISSENTERS' RIGHTS
(1) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is submitted to a vote at a shareholders' meeting, the
notice of the meeting shall be given to all shareholders, whether or not
entitled to vote. The notice shall state that shareholders are or may be
entitled to assert dissenters' rights under this article and shall be
accompanied by a copy of this article and the materials, if any, that,
under articles 101 to 117 of this title, are required to be given to
shareholders entitled to vote on the proposed action at the meeting.
Failure to give notice as provided by this subsection (1) shall not
affect any action taken at the shareholders' meeting for which the notice
was to have been given, but any shareholder who was entitled to dissent
but who was not given such notice shall not be precluded from demanding
payment for the shareholder's shares under this article by reason of the
shareholder's failure to comply with the provisions of section 7-113-202(1).
(2) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is authorized without a meeting of shareholders
pursuant to section 7-107-104, any written or oral solicitation of a
shareholder to execute a writing consenting to such action contemplated
in section 7-107-104 shall be accompanied or preceded by a written notice
stating that shareholders are or may be entitled to assert dissenters'
rights under this article, by a copy of this article, and by the
materials, if any, that, under articles 101 to 117 of this title, would
have been required to be given to shareholders entitled to vote on the
proposed action if the proposed action were submitted to a vote at a
shareholders' meeting. Failure to give notice as provided by this
subsection (2) shall not affect any action taken pursuant to section 7-
107-104 for which the notice was to have been given, but any shareholder
who was entitled to dissent but who was not given such notice shall not
be precluded from demanding payment for the shareholder's shares under
this article by reason of the shareholder's failure to comply with the
provisions of section 7-113-202 (2).
<PAGE> 12
7-113-202. NOTICE OF INTENT TO DEMAND PAYMENT
(1) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is submitted to a vote at a shareholders' meeting and
if notice of dissenters' rights has been given to such shareholder in
connection with the action pursuant to section 7-113-201 (1), a
shareholder who wishes to assert dissenters' rights shall:
(a) Cause the corporation to receive, before the vote is taken, written
notice of the shareholder's intention to demand payment for the
shareholder's shares if the proposed corporate action is effectuated;
and
(b) Not vote the shares in favor of the proposed corporate action.
(2) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is authorized without a meeting of shareholders
pursuant to section 7-107-104 and if notice of dissenters' rights has
been given to such shareholder in connection with the action pursuant to
section 7-113-201 (2), a shareholder who wishes to assert dissenters'
rights shall not execute a writing consenting to the proposed corporate
action.
(3) A shareholder who does not satisfy the requirements of subsection (1)
or (2) of this section is not entitled to demand payment for the
shareholder's shares under this article.
7-113-203. DISSENTERS' NOTICE
(1) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is authorized, the corporation shall give a written
dissenters' notice to all shareholders who are entitled to demand payment
for their shares under this article.
(2) The dissenters' notice required by subsection (1) of this section
shall be given no later than ten days after the effective date of the
corporate action creating dissenters' rights under section 7-113-102 and
shall:
(a) State that the corporate action was authorized and state the
effective date or proposed effective date of the corporate action;
(b) State an address at which the corporation will receive payment
demands and the address of a place where certificates for certificated
shares must be deposited;
(c) Inform holders of uncertificated shares to what extent transfer of
the shares will be restricted after the payment demand is received;
<PAGE> 13
(d) Supply a form for demanding payment, which form shall request a
dissenter to state an address to which payment is to be made;
(e) Set the date by which the corporation must receive the payment demand
and certificates for certificated shares, which date shall not be less
than thirty days after the date the notice required by subsection (1)
of this section is given;
(f) State the requirement contemplated in section 7-113-103 (3), if such
requirement is imposed; and
(g) Be accompanied by a copy of this article.
7-113-204. PROCEDURE TO DEMAND PAYMENT
(1) A shareholder who is given a dissenters' notice pursuant to section
7-113-203 and who wishes to assert dissenters' rights shall, in
accordance with the terms of the dissenters' notice:
(a) Cause the corporation to receive a payment demand, which may be the
payment demand form contemplated in section 7-113-203 (2) (d), duly
completed, or may be stated in another writing; and
(b) Deposit the shareholder's certificates for certificated shares.
(2) A shareholder who demands payment in accordance with subsection (1)
of this section retains all rights of a shareholder, except the right to
transfer the shares, until the effective date of the proposed corporate
action giving rise to the shareholder's exercise of dissenters' rights
and has only the right to receive payment for the shares after the
effective date of such corporate action.
(3) Except as provided in section 7-113-207 or 7-113-209 (1)(b), the
demand for payment and deposit of certificates are irrevocable.
(4) A shareholder who does not demand payment and deposit the
shareholder's share certificates as required by the date or dates set in
the dissenters' notice is not entitled to payment for the shares under
this article.
<PAGE> 14
7-113-205. UNCERTIFICATED SHARES
(1) Upon receipt of a demand for payment under section 7-113-204 from a
shareholder holding uncertificated shares, and in lieu of the deposit of
certificates representing the shares, the corporation may restrict the
transfer thereof.
(2) In all other respects, the provisions of section 7-113-204 shall be
applicable to shareholders who own uncertificated shares.
7-113-206. PAYMENT
(1) Except as provided in section 7-113-208, upon the effective date of
the corporate action creating dissenters' rights under section 7-113-102
or upon receipt of a payment demand pursuant to section 7-113-204,
whichever is later, the corporation shall pay each dissenter who complied
with section 7-113-204, at.
7-113-302. COURT COSTS AND COUNSEL FEES
(1) The court in an appraisal proceeding commenced under section 7-113-
301 shall determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court. The court
shall assess the costs against the corporation; except that the court may
assess costs against all or some of the dissenters, in amounts the court
finds equitable, to the extent the court finds the dissenters acted
arbitrarily, vexatiously, or not in good faith in demanding payment under
section 7-113-209.
(2) The court may also assess the fees and expenses of counsel and
experts for the respective parties, in amounts the court finds equitable:
(a) Against the corporation and in favor of any dissenters if the court
finds the corporation did not substantially comply with the
requirements of part 2 of this article; or
(b) Against either the corporation or one or more dissenters, in favor of
any other party, if the court finds that the party against whom the
fees and expenses are assessed acted arbitrarily, vexatiously, or not
in good faith with respect to the rights provided by this article.
<PAGE> 15
(3) If the court finds that the services of counsel for any dissenter
were of substantial benefit to other dissenters similarly situated, and
that the fees for those services should not be assessed against the
corporation, the court may award to said counsel reasonable fees to be
paid out of the amounts awarded to the dissenters who were benefitted.
ITEM 4. PERSONS MAKING THE SOLICITATION
The enclosed information statement is distributed by the Board of
Directors (the "Board of Directors") of OAK BROOK. The cost of
distribution will be borne by the Company. In addition to the
distribution by mail, officers and employees of the Company may
distribute in person. The Company may reimburse brokers or persons
holding stock in their names, or in the names of their nominees, for
their expenses in sending the information statement to the beneficial
owners.
ITEM 5. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Not Applicable
ITEM 6. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Except as otherwise indicated, the persons or entities listed below have
sole voting and investment power with respect to the shares beneficially
owned by them.
For purposes of this table, information as to the shares of common stock
is calculated based on 1,678,000 shares of common stock outstanding upon
the closing of the Transaction. For purposes of this table, "beneficial
ownership" is determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, pursuant to which a person or group of
persons is deemed to have "beneficial ownership" of any shares of common
stock that such person has the right to acquire within 60 days after the
date of this prospectus. For purposes of computing the percentage of
outstanding shares of common stock held by each person or group of
persons named below, any shares which such person or persons has the
right to acquire within 60 days after the date of this prospectus are
deemed to be outstanding but are not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person.
<PAGE> 16
COMMON SHARES OWNED
Name and Address Number of Percent of
Shares Owned Class Owned
Beneficially
Richard Nadeau, Jr. 258,333 15.40%
1250 Turks Head Building
Providence, RI 02903
James R. Simmons 258,333 15.40%
1250 Turks Head Building
Providence, RI 02903
Mark T. Thatcher 258,334(1) 15.40%
1250 Turks Head Building
Providence, RI 02903
Gerard M. Werner 258,334(1) 15.40%
c/o Zenith Holdings, Ltd.
P.O. Box 216
Kohler, WI 53044
James H. Brennan, III 258,333 15.40%
c/o Brennan Dyer and Co., LLC
735 Broad Street, Suite 800
Chattanooga, TN 37402
Douglas A. Dyer 258,333 15.40%
c/o Brennan Dyer and Co., LLC
735 Broad Street, Suite 800
Chattanooga, TN 37402
All directors and executive 516,668 30.80%
officers as a group
(2 persons)
(1) The persons listed are the sole officers and directors of the
Company.
Management has no plans to issue any additional securities to management,
promoters or their affiliates or associates and will do so only if such
issuance is in the best interests of shareholders of the Company and
complies with all applicable federal and state securities rules and
regulations.
Although the Company has a very large amount of authorized but unissued
common and preferred stock that may be issued without further shareholder
approval or notice, it is the intention of the Company to avoid
inhibiting certain transactions with prospective acquisition or merger
candidates, based upon the perception by such candidate that they may be
engaged in a rapidly expanding industry (i.e. Internet) and cannot afford
to proxy shareholders each time their management needs to authorize
additional shares.
<PAGE> 17
BENEFICIAL OWNERSHIP OF ALPHA SECURITIES
The following table sets forth certain information regarding beneficial
ownership of ALPHA Common Stock as of August 5, 2000 by (i) each person
known by ALPHA to own beneficially more than 5% of the outstanding Common
Stock, (ii) each director, and (iii) all executive officers and directors
as a group. Each person has sole voting and sole investment or
dispositive power with respect to the shares shown except as noted.
COMMON SHARES OWNED
Name and Address Number of Title of
Shares Owned Class Owned
Beneficially
---------------- ------------- -------------
Deborah Kern - N/A
801 Falmouth St.
Thousand Oaks, CA
Robert Nagy - N/A
139B Market St.
Charleston, SC 29401
Ellen V. Aidinoff 36,636 Common Shares
c/o Deborah Kern
801 Falmouth St.
Thousand Oaks, CA
William L. Sutton and 21,981 Common Shares
Mayra A. Sutton, JTWROS
c/o Deborah Kern
801 Falmouth St.
Thousand Oaks, CA
Michael Newburg 25,645 Common Shares
c/o Deborah Kern
801 Falmouth St.
Thousand Oaks, CA
Crown Legacy, LP 125,783 Common Shares
c/o Deborah Kern
801 Falmouth St.
Thousand Oaks, CA
Thomas Todd 73,272 Common Shares
c/o Deborah Kern
801 Falmouth St.
Thousand Oaks, CA
-------------------------------------------------------
BENEFICIAL OWNERSHIP OF JOVUS SECURITIES
The following table sets forth certain information regarding beneficial
ownership of JOVUS common stock as of August 5, 2000 by (i) each person known
by JOVUS to beneficially own more than 5% of the outstanding common stock (ii)
each director, and (iii) all executive officers and directors as a group. Each
person has voting and sole investment or dispositive power with respect to the
shares shown except as noted.
COMMON SHARES OWNED
Name and Address Number of Title of Class
Shares Beneficially Owned
Owned
---------------- ------------------- --------------
Deborah Kern 4,500,000 Common Shares
801 Falmouth St.
Thousand Oaks, CA 91362
Robert Nagy 300,000 Common Shares
139B Market St.
Charleston, SC
Smith & Butler Construction, Inc. 2,000,000 Common Shares
1735 Mallow Ct.
Carlsbad, CA 92009
Matrix 8 13,220,056 Common Shares
112 Bonadie St.
St. Vincent
<PAGE> 18
PRICE RANGE OF COMMON STOCK
Not Applicable
DIVIDENDS
The Company has never paid dividends with respect to the Common Stock and
currently does not have any plans to pay cash dividends in the future.
There are no contractual restrictions on the Company's present or future
ability to pay dividends. Future dividend policy is subject to the
discretion of the Board of Directors and is dependent upon a number of
factors, including future earnings, capital requirements and the
financial condition of the Company. The Colorado Corporation Code
provides that a corporation may not pay dividends if the payment would
reduce the remaining net assets of the corporation below the
corporation's stated capital plus amounts constituting a liquidation
preference to other security holders.
ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS
In 1998 and 1999, the Board of Directors met informally on a number of
occasions, voting on corporate actions by written consent.
THE DIRECTORS AND EXECUTIVE OFFICERS OF OAK BROOK
The directors and executive officers of the Company, their ages and
positions held in the Company are as follows:
Name Age Positions Held and Tenure
------------------ ----- -------------------------
Mark T. Thatcher 35 President and Director since
May 15, 1998
Gerard M. Werner 29 Secretary and Director since
May 15, 1998
The directors named above will serve until the first annual meeting of
the Company's stockholders. Thereafter, directors will be elected for
one-year terms at the annual stockholders' meeting. Officers will hold
their positions at the pleasure of the board of directors, absent any
employment agreement, of which none currently exists or is contemplated.
There is no arrangement or understanding between the directors and
officers of the Company and any other person pursuant to which any
director or officer was or is to be selected as a director or officer.
The directors and officers of the Company will devote their time to the
Company's affairs on an "as needed" basis. As a result, the actual amount
of time which they will devote to the Company's affairs is unknown and is
likely to vary substantially from month to month.
<PAGE> 19
BIOGRAPHICAL INFORMATION
MARK T. THATCHER--
Mr. Thatcher has participated as a business and legal advisor for a
number of public and privately held companies. He has been retained for
federal and state securities compliance, venture capital analysis, public
and private mergers and acquisitions and corporate
reorganization/restructuring.
He has served as General Counsel to Acadia Group, Inc. (OTC:BB "ANHS")
and CollegeLink.com (AMEX "APS"). He recently joined the Providence law
firm of Nadeau & Simmons, P.C. in an "of-counsel" capacity. He is an
honorary member of Alpha Kappa Delta, Sutton Award candidate, and
recipient of the E.V. Graham Scholarship Merit Award.
Mr. Thatcher attended the University of Denver where he earned his Juris
Doctor and Masters in business administration. He is presently a member
of the State Bar of Colorado; Court of Appeals, District of Columbia;
Committee Member of the Securities Forum, Colorado, Washington, D.C. and
the American Bar Association; and Member of the International Society of
Business Law.
GERARD M. WERNER--
Mr. Werner passed the District of Columbia, Court of Appeals Bar examination
in February 1998. Since that time he has served as Case Design Manager for The
Equitable, April 1998- Sep. 1998. He is a registered representative, having
passed series 6 and series 63, as well as Virginia's Life and Health Insurance
licensing exam. Mr. Werner graduated from the Georgetown University Law School
in 1997 where he served as a staff member of the American Criminal Law Review
Volume 33, and as Articles and Notes Editor Volume 34. He published author
Volume 33-3, Eleventh Survey of White Collar Crime- "Tax Evasion". Mr. Werner
graduated in 1994 from Georgetown University with a double major in philosophy
and government. He served as an intern in United States Representative Thomas
Petri's office on three separate occasions: 1992, 1994 and 1995.
---------------------------------------------------------------
<PAGE> 20
All directors of the Company will hold office until the next annual
meeting of the shareholders and until their successors have been elected
and qualified.
The officers of the Company are elected by the Board of Directors at the
first meeting after each annual meeting of the Company's shareholders,
and hold office until their successors are elected and shall have
qualified, or until resignation or removal from office.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act, requires the Company's officers,
directors and persons who beneficially own more than ten percent of the
Common Stock to file reports of securities ownership and changes in such
ownership with the Securities and Exchange Commission. Officers,
directors and greater than ten percent beneficial owners also are
required by rules promulgated by the Securities and Exchange Commission
to furnish the Company with copies of all Section 16(a) forms they file.
Based solely upon review of the copies of such forms furnished to the
Company, or written representations that no Form 5 filings were required,
the Company believes that during 1999 all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten
percent beneficial owners were complied with.
COMMITTEES OF THE BOARD
Not Applicable
BOARD AND COMMITTEE ATTENDANCE
In 1999 and 2000, the Board of Directors met informally on a number of
occasions, voting on corporate actions by written consent. At the
Meeting, the successors to the current Board of Directors will be elected
for a term of office, such term to commence on the effective date of the
Merger. The nominee directors who are chosen to fill vacancies on the
Board shall hold office until the next election for which those nominee
directors are chosen, and until their successors are duly elected by the
shareholders.
<PAGE> 21
THE NOMINEE DIRECTORS
The following table sets forth the ages of and positions and offices
presently held by each nominee director of the Company. For information
about ownership of the Company's Securities by each nominee director, see
"BENEFICIAL OWNERSHIP OF ALPHA SECURITIES."
Date First
Became Positions and Offices
Name Age Director With the Company**
------------------------- ---- ---------- ---------------------
Dr. Prabhat Krishnaswamy
Deborah L. Kern
Robert J. Nagy
-------------------------------------------------------
** Nominees for election at this meeting.
Please see personal biographies below and at Item. 7
<PAGE> 22
PERSONAL BIOGRAPHIES
[INSERT]
<PAGE> 23
ITEM 8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
At inception of the Company, its Directors, Mark T. Thatcher and Gerard M.
Werner each received 552,500 shares of Common Stock valued at $0.0038 per share
in consideration of pre-incorporation services rendered to the Company related
to investigating and developing the Company's proposed business plan and capital
structure, and completion of the incorporation and organization of the Company.
No officer or director has received any other remuneration. Although there is
no current plan in existence, it is possible that the Company will adopt a plan
to pay or accrue compensation to its sole officers and directors for services
related to seeking business opportunities and completing a merger or acquisition
transaction. See "Certain Relationships and Related Transactions." The Company
has no stock option, retirement, pension, or profit-sharing programs for the
benefit of directors, officers or other employees, but the Board of Directors
may recommend adoption of one or more such programs in the future.
<PAGE> 24
It is possible that, after the Company successfully consummates a merger
or acquisition with an unaffiliated entity, that entity may desire to
employ or retain one or more members of the Company's management for the
purposes of providing services to the surviving entity, or otherwise
provide other compensation to such persons. However, the Company has
adopted a policy whereby the offer of any post-transaction remuneration
to members of management will not be a consideration in the Company's
decision to undertake any proposed transaction. Each member of management
has agreed to disclose to the Company's Board of Directors any discussions
concerning possible compensation to be paid to them by any entity which proposes
to undertake a transaction with the Company and further, to abstain from voting
on such transaction. Therefore, as a practical matter, if each member of the
Company's Board of Directors is offered compensation in any form from any
prospective merger or acquisition candidate, the proposed transaction will not
be approved by the Company's Board of Directors as a result of the inability
of the Board to affirmatively approve such a transaction.
No member of management of the Company will receive any finders fee,
either directly or indirectly, as a result of their respective efforts to
implement the Company's business plan outlined herein. Also, there are no
plans, proposals, arrangements or understandings with respect to the sale
or issuance of additional securities by the Company prior to the location
of an acquisition or merger candidate. Please also see Item I, Description of
Business-General for information regarding the seeking out and selection of a
target company, addressing matters such as the manner of solicitation of
potential investors, the approximate number of persons who will be contacted
or solicited, their relationships to the Company's management, etc.
INDEMNIFICATION AND LIMITATION OF LIABILITY
The Company's Articles of Incorporation include provisions which eliminate or
limit the personal liability of the Company's directors except in situations
when a director shall be liable for (i) a breach of Section 7-5-114 of the
Colorado Business Corporation Act, including liability for improper dividends
or distributions; (ii) a breach of loyalty; (iii) failure to act in good faith;
(iv) intentional misconduct or knowing violation of the law; or (v) obtaining
an improper personal benefit. In addition, the Articles of Incorporation
allow for the indemnification of any director or officer to the fullest extent
permitted by the Colorado Corporation Code as in effect at the time of
the conduct of such person.
No employee of the Company receives any additional compensation for his
services as a director. The Company has no retirement, pension or profit
sharing program for the benefit of its directors, officers or other
employees. The Board of Directors may recommend one or more such programs
for adoption in the future.
<PAGE> 25
SUMMARY COMPENSATION TABLE FOR ALPHA
SUMMARY COMPENSATION TABLE
Long Term Compensation
____________________________________________________________________________
Annual Compensat. Awards Payouts
____________________________________________________________________________
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Rest. All
Name and Annual Stock LTIP Other
Principal Calend. Comp. Award Opt. P/out Comp.
Position Year Salary Bonus ($) ($) ($) SARs(#) ($)
_____________________________________________________________________________
Dr. Prabhat
Krishnaswamy N/A
Deborah L.
Kern N/A
Robert J.
Nagy N/A
SUMMARY COMPENSATION TABLE FOR JOVUS
SUMMARY COMPENSATION TABLE
Long Term Compensation
____________________________________________________________________________
Annual Compensat. Awards Payouts
____________________________________________________________________________
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Rest. All
Name and Annual Stock LTIP Other
Principal Calend. Comp. Award Opt. P/out Comp.
Position Year Salary Bonus ($) ($) ($) SARs(#) ($)
____________________________________________________________________________
Dr. Prabhat
Krishnaswamy N/A
Deborah L.
Kern N/A
Robert J.
Nagy N/A
ITEM 9. INDEPENDENT PUBLIC ACCOUNTANTS
Not Applicable
ITEM 11. AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN
FOR EXCHANGE
Not Applicable
<PAGE> 26
ITEM 12. MODIFICATION OR EXCHANGE OF SECURITIES
No action is to be taken by the Company with respect to the modification
of any class of securities of the Company, or the issuance or authorization
for issuance of securities of the Company in exchange for outstanding
securities of the Company.
ITEM 13. FINANCIAL AND OTHER INFORMATION
The Company, ALPHA and JOVUS hereby provide the information as required by
paragraph (a) of this Item as follows:
<PAGE> F-1
OAK BROOK CAPITAL III, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET AS OF JUNE 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
<S> <C> <C> <C>
OTHER ASSETS:
Organizational Costs $ 0
Less accumulated amortization 0
Total other assets $ 0
Total assets $ 0
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable $27,725
Total current liabilities $ 27,725
EQUITY:
Preferred Stock, no par value,
10,000,000 shares authorized
Common Stock, no par value,
50,000,000 shares authorized,
1,228,000 shares outstanding;
1,105,200 shares issued at
$.0038 $4,200
122,800 shares issued by gift 0.00
Issued and Outstanding $4,200
Deficit accumulated during the
development stage (31,925)
Total equity $ (27,725)
Total liabilities and equity $ 0
</TABLE>
<PAGE> F-2
OAK BROOK CAPITAL III, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD JANUARY 1, 1999 to
JUNE 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C>
REVENUE $ 0
COSTS AND EXPENSES:
Audit and professional fees $ 0
Amortization of Organizational Cost (3,675)
Net loss $ (3,675)
PER SHARE INFORMATION:
Weighted average number of
common shares outstanding 1,228,000
Profit (loss) per share $ 0
</TABLE>
<PAGE> F-3
OAK BROOK CAPITAL III, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JANUARY 1, 2000
THROUGH JUNE 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Common
Shares Stock Retained
Issued Amount Earnings Equity
<S> <C> <C> <C> <C>
Equity at Inception $ -
Shares issued at inception
for services at $0.0038
per share 1,105,200 $ 4,200 $ 4,200
Shares issued by gift 122,800
Net loss for the period $ (4,200) $ 0
TOTAL 1,228,000 $ 4,200 $ (4,200) $ 0
</TABLE>
<PAGE> F-4
OAK BROOK CAPITAL III, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the Period Ended June 30, 2000 and
From May 1, 1998 (inception) through June 30, 2000
(UNAUDITED)
Period Since Inception
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 0 $ (31,925)
Adjustments to reconcile net income to
net cash provided by operating activities
Increase in accounts payable 0 27,725
--------------- ---------------
NET CASH PROVIDED BY OPERATING ACTIVITIES - (4,200)
CASH FLOWS FROM INVESTING ACTIVITIES
- -
--------------- ---------------
NET CASH USED BY INVESTING ACTIVITIES - -
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of Stock - 4,200
--------------- ---------------
NET CASH USED BY FINANCING ACTIVITIES - 4,200
NET INCREASE (DECREASE) IN CASH - -
CASH AT BEGINNING OF PERIOD - -
--------------- ---------------
CASH AT END OF PERIOD $ - $ -
=============== ===============
<PAGE> F-5
OAK BROOK CAPITAL III, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company was incorporated on May 1, 1998, in the State of Colorado.
The Company is in the development stage and its intent is to operate as
a capital market access corporation and to acquire one or more existing
businesses through merger or acquisition. The Company has had no significant
business activity to date. The Company has selected the calendar year as its
fiscal year.
Organizational costs
Organizational costs include costs for professional fees and are amortized
using the straight-line method over five years.
Net loss per share
The net loss per share is computed by dividing the net loss for the period
by the weighted average number of common shares outstanding for the
period.
Estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.
2. STOCKHOLDERS' EQUITY
On May 15, 1998, the Company issued 1,105,200 shares of its no par value
common stock to affiliates for services valued at their fair market value
of $4,200. The shares were issued pursuant to Rule 701 of the Securities
Act of 1933 (the "Act") and are restricted securities within the meaning of
Rule 144 of the Act. An additional 122,800 shares were issued as qualified
gifts during the year.
3. RELATED PARTY TRANSACTIONS
There have been no related party transactions since the issuance of shares
using organization costs as consideration.
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
OAK BROOK CAPITAL III, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
JUNE 30, 2000
=====================================
SIX MONTHS ENDING JUNE 30, 2000
=====================================
The following information should be read in conjunction with the historical
financial information and the notes thereto included in Item 1 of this
Quarterly Report.
NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
("SFAS 121") issued by the FASB, is effective for financial statements for
fiscal years beginning after December 15, 1995. The standard establishes new
guidelines regarding when impairment losses on long-lived assets, which
include plant and equipment, certain identifiable intangible assets, and
goodwill, should be recognized and how impairment losses should be measured.
The Company does not expect adoption to have a material effect on its
financial position or results of operations.
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123") issued by the FASB, is effective for
specific transactions entered into after December 15, 1995. The disclosure
requirements of SFAS 123 are effective for financial statements for fiscal
years beginning no later than December 15, 1995. The new standard established
a fair value method of accounting for stock-based compensation plans and for
transactions in which an entity acquires goods or services from non-employees
in exchange for equity instruments. The Company does not expect adoption to
have a material effect on its financial position or results of operations.
General
The Balance Sheet as of 03/31/2000 has been updated to reflect the "write-
off" of organizational costs in accordance with SOP 98-5. The Statement
of Operations has been revised to update cumulative amounts, while conforming
changes have been made to the Statement of Changes in Stockholders' Equity.
As of the date of this report, the Company has no assets and a Deficit
accumulated during the development stage of $31,925. The Company has also
incurred a net loss to date of $0.
Liquidity and Capital Resources
The Company remains in the development stage and, since inception,
has experienced no significant change in liquidity or capital resources or
stockholder's equity. The Company's balance sheet as of June 30, 2000,
reflects a total asset value of $0. The Company has no cash or line of
credit, nor does it expect to have one before a merger is effected.
Results of Operations
During the period from January 1, 2000 through June 30, 2000, the
Company has engaged in no significant operations other than organizational
activities, acquisition of capital and preparation for registration of its
securities under the Securities Exchange Act of 1934, as amended. No
revenues were received by the Company during this period.
For the current fiscal year, the Company anticipates incurring
a loss as a result of organizational expenses, expenses associated with
registration under the Securities Exchange Act of 1934, and expenses
associated with locating and evaluating acquisition candidates. The
Company anticipates that until a business combination is completed
with an acquisition candidate, it will not generate revenues other than
interest income, and may continue to operate at a loss after completing
a business combination, depending upon the performance of the
acquired business.
<PAGE>
OAK BROOK CAPITAL III, INC.
TABLE OF CONTENTS
Independent Auditors' Report...........................................F - 2
Financial Statements
Balance Sheet - December 31, 1999..................................F - 3
Statements of Operations -
Years Ended December 31, 1999 and 1998.............................F - 4
Statement of Changes in Stockholders' Equity -
Years Ended December 31, 1999 and 1998............................F - 5
Statements of Cash Flows -
Years Ended December 31, 1999 and 1998.............................F - 6
Notes to Consolidated Financial Statements.............................F - 7
<PAGE> F-2
OAK BROOK CAPITAL III, INC.
(A Development Stage Company)
March 29, 2000
Shareholders and Board of Directors
OAK BROOK CAPITAL III, INC.
Newport, Rhode Island
Report of Independent Auditors
We have audited the accompanying balance sheet of Oak Brook Capital
III, Inc. (a development stage Company) as of December 31, 1999, and the
related statements of operations and stockholders' equity for the year
ended December 31, 1999. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Oak Brook Capital
III, Inc. (a development stage Company) as of December 31, 1999, and
the results of operations, and its cash flows for the year ended December 31,
1999 in conformity with generally accepted accounting principles.
/s/ Dennis W. Bersch
Milwaukee, Wisconsin
March 29, 2000
<PAGE> F-3
OAK BROOK CAPITAL III, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C> <C> <C>
OTHER ASSETS:
Organizational Costs $ 4,200
Less accumulated amortization (1,365)
Total other assets $ 2,835
Total assets $ 2,835
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable $ 10,225
Total current liabilities $ 10,225
EQUITY:
Preferred Stock, no par value,
10,000,000 shares authorized
Common Stock, no par value,
50,000,000 shares authorized,
1,228,000 shares outstanding;
1,105,200 shares issued at
$.0038 $ 4,200
122,800 shares issued by gift 0.00
Issued and Outstanding $ 4,200
Deficit accumulated during the
development stage (11,590)
Total equity $ (7,390)
Total liabilities and equity $ 2,835
</TABLE>
<PAGE> F-4
OAK BROOK CAPITAL III, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
<S> <C>
REVENUE $ 0
COSTS AND EXPENSES:
Audit and professional fees $ 2,500
Amortization of Organizational Cost 840
Net loss $ (3,340)
PER SHARE INFORMATION:
Weighted average number of
common shares outstanding 1,228,000
Profit (loss) per share $ (0.0027)
</TABLE>
<PAGE> F-5
OAK BROOK CAPITAL III, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Common
Shares Stock Retained
Issued Amount Earnings Equity
<S> <C> <C> <C> <C>
Equity at Inception $ -
Shares issued at inception
for services at $0.0038
per share 1,105,200 $ 4,200 $ 4,200
Shares issued by gift 122,800
Retained Earnings
12/31/98 $ (8,250) (8,250)
Net loss for the year
ended 12/31/99 - - $ (3,340) $(3,340)
TOTAL 1,228,000 $ 4,200 $(11,590) $(7,390)
</TABLE>
OAK BROOK CAPITAL III, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999
SOURCES OF CASH
Investment $ -
USES OF CASH
Professional Fees $ -
Bank Charges - -
Net cash provided this year -
Balance beginning of year -
Cash Balance as
December 31, 1999 $ -
<PAGE> F-7
OAK BROOK CAPITAL III, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company was incorporated on May 1, 1998, in the State of Colorado,
with the intent to operate as a capital market access corporation and to
acquire one or more existing businesses through merger or acquisition.
In October 1999, a Form 8-K was filed with the SEC reporting on a reverse
merger and potential name change for Oak Brook Capital III, Inc. That
transaction was never fully consummated, and as a result, the transaction
as far as it had proceeded was undone. On April 3, 2000, documents were
prepared to confirm the complete nullification of the transaction.
Subsequent to the audit date, on April 8, 2000 that transaction was
nullified. For that reason this report is prepared on a pro-forma
basis, as if that transaction had never happened. The Company has had no
significant business activity to date. The Company has selected the
calendar year as its fiscal year.
Organizational costs
Organizational costs include costs for professional fees and are amortized
using the straight-line method over five years.
Net loss per share
The net loss per share is computed by dividing the net loss for the period
by the weighted average number of common shares outstanding for the
period.
Estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.
2. STOCKHOLDERS' EQUITY
On May 15, 1998, the Company issued 1,105,200 shares of its no par value
common stock to affiliates for services valued at their fair market value
of $4,200. The shares were issued pursuant to Rule 701 of the Securities
Act of 1933 (the "Act") and are restricted securities within the meaning of
Rule 144 of the Act. An additional 122,800 shares were issued as qualified
gifts during 1998.
3. RELATED PARTY TRANSACTIONS
There have been no related party transactions since the issuance of shares
using organization costs as consideration.
<PAGE> F-7
using organization costs as consideration. The account payable of $7725.00
reflects $4225.00 for services in connection with the organization of the
company and $3500.00 for the December 31 audit.
<PAGE>
ALPHA AND JOVUS MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Financial
Statements and related notes thereto to be filed subsequently.
PLAN OF OPERATION
ALPHA
ALPHA does not currently have any external sources of working capital. ALPHA's
Management has not entered into any commitments for significant capital
expenditures. Furthermore, there are no plans to hire additional employees
unless Management is successful in securing a substantial capital infusion.
On September 19, 2000 ALPHA entered into the Agreement with OAK BROOK the
"Transaction"). This Transaction will be structured as a Merger whereby the
existing shareholders of ALPHA will obtain control of OAK BROOK. Upon
completion of this transaction, there can be no assurance that the combined
companies will have sufficient funds to undertake any significant development,
marketing and operating activities. Accordingly, the combined companies will
be required to either seek additional debt or equity financing or obtain
funding from third parties, in exchange for which the combined companies
might be required to issue a substantial equity position. There is no
assurance that the combined companies will be able to obtain additional
financing on terms acceptable to the combined companies. If Management is
successful in obtaining additional funding, these funds will be used primarily
to provide working capital needed for repayment of outstanding notes payable,
operations, sales and marketing expense and to finance research, development
and advancement of intellectual property concerns. A description of the
ALPHA business is provided in ITEM 14.
JOVUS
JOVUS does not currently have any external sources of working capital. JOVUS's
Management has not entered into any commitments for significant capital
expenditures. Furthermore, there are no plans to hire additional employees
unless Management is successful in securing a substantial capital infusion.
On September 19, 2000 JOVUS entered into the Agreement with OAK BROOK
the "Transaction"). This Transaction will be structured as a Merger whereby
the existing shareholders of JOVUS will become a wholly-owned subsidiary of
OAK BROOK. Upon completion of this transaction, there can be no assurance that
the combined companies will have sufficient funds to undertake any significant
development, marketing and operating activities. Accordingly, the combined
companies will be required to either seek additional debt or equity financing
or obtain funding from third parties, in exchange for which the combined
companies might be required to issue a substantial equity position. There is
no assurance that the combined companies will be able to obtain additional
financing on terms acceptable to the combined companies. If Management is
successful in obtaining additional funding, these funds will be used primarily
to provide working capital needed for repayment of outstanding notes payable,
operations, sales and marketing expense and to finance research, development
and advancement of intellectual property concerns. A description of the
JOVUS business is provided in ITEM 14.
LIQUIDITY AND CAPITAL RESOURCES
The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity. The Company's balance sheet as of March 31, 2000,
reflects a current asset value of $0.00, and a total asset value of $0.00
in the form of cash and capitalized organizational costs.
The Company will carry out its plan of business as discussed below.
<PAGE> 28
RESULTS OF OPERATIONS
During the period from November 24, 1999 (inception) through June 30,
2000, the Company has engaged in no significant operations other than
organizational activities, acquisition of capital and preparation for
reporting as a registrant under Section 12 of the Securities Exchange Act
of 1934, as amended. No revenues were received by the Company during this
period.
NEED FOR ADDITIONAL FINANCING
The Company believes that its existing capital will be sufficient to meet
the Company's cash needs, including the costs of compliance with the
continuing reporting requirements of the Securities Exchange Act of 1934,
as amended, for a period of approximately two years.
INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("SFAS 109") issued by the Financial Accounting Standards Board ("FASB"),
under which deferred tax assets and liabilities are provided on differences
between the carrying amounts for financial reporting and the tax basis of assets
and liabilities for income tax purposes using the enacted tax rates. Under
SFAS 109, deferred tax assets may be recognized for temporary differences that
will result in deductible amounts in future periods. A valuation allowance is
recognized, if on the weight of available evidence, it is more likely than
not that some portion or the entire deferred tax asset will not be realized.
NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of" ("SFAS 121") issued by the FASB, is effective for financial statements for
fiscal years beginning after December 15, 1995. The standard establishes new
guidelines regarding when impairment losses on long-lived assets, which include
plant and equipment, certain identifiable intangible assets, and goodwill,
should be recognized and how impairment losses should be measured.
The Company does not expect adoption to have a material effect on its
financial position or results of operations. Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation"
("SFAS 123") issued by the FASB, is effective for specific transactions
entered into after December 15, 1995. The disclosure requirements of SFAS
123 are effective for financial statements for fiscal years beginning no
later than December 15, 1995. The new standard established a fair value
method of accounting for stock-based compensation plans and for transactions in
which an entity acquires goods or services from non-employees in exchange for
equity instruments. The Company does not expect adoption to have a material
effect on its financial position or results of operations.
<PAGE> 29
FEDERAL INCOME TAX ASPECTS OF INVESTMENT IN THE COMPANY
The discussion contained herein has been prepared by the Company and is based
on existing law as contained in the Code, amended United States Treasury
Regulations ("Treasury Regulations"), administrative rulings and court decisions
as of the date of this Registration Statement. No assurance can be given that
future legislative enactments, administrative rulings or court decisions will
not modify the legal basis for statements contained in this discussion. Any
such development may be applied retroactively to transactions completed prior to
the date thereof, and could contain provisions having an adverse affect upon the
Company and the holders of the Common Stock. In addition, several of the issues
dealt with in this summary are the subjects of proposed and temporary Treasury
Regulations. No assurance can be given that these regulations will be
finally adopted in their present form.
Y2K COMPLIANCE
ALPHA
ALPHA has conducted an assessment of issues related to the Year 2000 and
determined that all its computer driven systems and software in use are
able to recognize, calculate, and display data-related dates correctly
after the year 1999. ALPHA can not determine the impact the Year 2000 will
have on its key suppliers. However, if ALPHA's key suppliers do not convert
their systems to become Year 2000 compliant, ALPHA may be adversely impacted.
JOVUS
JOVUS has conducted an assessment of issues related to the Year 2000 and
determined that all its computer driven systems and software in use are
able to recognize, calculate, and display data-related dates correctly
after the year 1999. JOVUS can not determine the impact the Year 2000 will
have on its key suppliers. However, if JOVUS's key suppliers do not convert
their systems to become Year 2000 compliant, JOVUS may be adversely impacted.
FORWARD LOOKING STATEMENT
This Management's Discussion and Analysis of Financial Condition and Results of
Operations includes a number of forward-looking statements that reflect
Management's current views with respect to future events and financial
performance. Those statements include statements regarding the intent, belief
or current expectations of ALPHA and JOVUS and members of their management
team (hereinafter, the "Company") as well as the assumptions on which such
statements are based.
Prospective investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risk and uncertainties, and
that actual results may differ materially from those contemplated by such
forward-looking statements.
The Company undertakes no obligation to update or revise forward-looking
statements to reflect changed assumptions, the occurrence of unanticipated
events or changes in the future operating results over time. The Company
believes that its assumptions are based upon reasonable data derived from and
known about its business and operations and the business and operations of
ALPHA and JOVUS. No assurances are made that actual results of operations
or the results of the Company's future activities will not differ materially
from its assumptions.
<PAGE> 30
ITEM 14. MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS
ALPHA
An Agreement and Plan of Merger and Reorganization was executed on September
19, 2000, by and among OAK BROOK and ALPHA, who joined in the execution of
the Agreement for the purpose of making certain covenants regarding the
Transaction contemplated therein. OAK BROOK is a corporation duly organized
and validly existing under the laws of the state of Colorado, with its
registered office at 17 West Cheyenne Mountain Blvd., Colorado Springs, Colorado
80906, its principal executive office at 1250 Turks Head Building, and its phone
number is (401) 272-5800; ALPHA is a corporation duly organized and validly
existing under the laws of the state of Colorado, with its registered office
located in the city of Colorado Springs, State of Colorado, its principal
executive office at 801 Falmouth Street, Thousand Oaks, California, and its
phone number is (805) 497-8900.
The respective boards of directors of OAK BROOK and ALPHA deemed it desirable
and in the best interests of their respective corporations, for OAK BROOK to
acquire the outstanding capital stock of ALPHA in exchange for the issuance of
shares of the common stock of OAK BROOK and have proposed, declared advisable
and approved such merger (the "ALPHA Merger") pursuant to this Agreement, which
Agreement has been duly approved by resolutions of the respective boards of
directors of OAK BROOK and ALPHA.
This Agreement requires that a shareholders' meeting be called by OAK BROOK for
the purposes of approving the ALPHA Merger prior to closing.
The ALPHA Merger shall become effective on the "Effective Date", such date
being the later upon which (i) amended Articles of Incorporation are filed with
the Secretary of State of Colorado and (ii) Articles of Merger are filed with
the Secretary of State of Colorado. The "Closing Date" will be on or within
one (1) business day of the date the Agreement is approved by the
shareholders
of OAK BROOK.
The ALPHA Merger is intended to qualify as an I.R.C. 368(b) tax-free
reorganization. At the Closing, (a) ALPHA shall deliver to OAK BROOK a
statement (in such form as may be reasonably requested by counsel to
OAK BROOK) conforming to the requirements of Section 1.897-2(h)(1)(i) of
the United States Treasury Regulations, and (b) ALPHA shall deliver to the
IRS the notification required under Section 1.897-2(h)(2) of the United
States Treasury Regulations.
<PAGE> 31
EFFECT OF ALPHA MERGER
In all other respects, the identity, existence, purposes, powers, objects,
franchises, rights, and immunities of OAK BROOK shall continue unaffected and
unimpaired by the ALPHA Merger.
The laws of Colorado shall continue to govern OAK BROOK. On and after
the Effective Date, the Articles of Incorporation of OAK BROOK (the "Articles")
shall continue until further amended in the manner provided by law and in such
Articles of Incorporation. On the Effective Date, the bylaws of OAK BROOK
(the "Restated Bylaws") shall continue until altered, amended, or repealed, or
until new bylaws shall be adopted in accordance with the provisions of law, the
Articles, and the Restated Bylaws.
CONVERSION OF ALPHA'S STOCK AND OTHER SECURITIES
ALPHA shareholders will surrender one hundred percent (100%) of their
issued and outstanding common and preferred shares to OAK BROOK on the
date of execution of this Agreement. In exchange for receipt of one
hundred percent (100%) of ALPHA shares, OAK BROOK, on the terms and subject
to the conditions herein set forth, shall issue and deliver to ALPHA
shareholders:
On the Closing Date, _____________ Common Shares, no par value ("OAK BROOK
Common Stock"), of OAK BROOK, on a share-for-share basis, registered in the
name of each ALPHA shareholder or its nominee.
OAK BROOK Common Stock
None of the currently issued and outstanding shares of OAK BROOK
Common Stock, no par value, issued and outstanding at the effective
time of the ALPHA Merger shall be converted as a result of the ALPHA
Merger;
-- Fractional Interests
No fractional shares of preferred or common stock of OAK BROOK or
certificate or scrip representing the same shall be issued. In lieu
thereof each holder of ALPHA shares having a fractional interest arising
upon such conversion will be rounded up into one full additional share
of common stock of OAK BROOK;
-- Status of Common Stock
All shares of common stock of OAK BROOK into which ALPHA shares are
converted as herein provided shall be fully paid and non-assessable
and shall be issued in full satisfaction of all rights pertaining to
such OAK BROOK Common Stock;
<PAGE> 32
-- Independent Appraisal, Right to Dissent and Obtain Payment for Shares
Procedures for Protection of Dissenter's Rights. In order to establish
a "fair value" for the ALPHA shares which are paid in cash in lieu of
conversion into the shares of OAK BROOK, as provided in this Article
VI, the Board of Directors of ALPHA shall establish the value of ALPHA
shares prior to the ALPHA Merger, and shall afford to such shareholders
of ALPHA all of the rights, and implement the procedures for protection
of dissenters' rights, pursuant to the provisions of the Colorado
Business Corporation Act, as amended, the terms and
provisions of which are hereby incorporated by reference and made a
part hereof.
ALPHA SHAREHOLDER DISSENTER'S RIGHTS
The Board of Directors of ALPHA shall establish the value of ALPHA's shares
prior to the ALPHA Merger, and shall afford to the shareholders of ALPHA all
of the rights, and implement the procedures for protection of dissenters'
rights, pursuant to the provisions of the Colorado Business Corporation Act.
The capital surplus and retained earnings accounts of ALPHA shall be determined,
in accordance with generally accepted accounting principles, by the board of
directors of ALPHA. Nothing herein shall prevent the board of directors of
ALPHA from making any future changes in its accounts in accordance with law.
INVESTMENT REPRESENTATION LETTER
At the Closing, each of the ALPHA shareholders shall execute and deliver to
ALPHA an investment representation letter statement in such form as may be
reasonably requested by counsel.
JOVUS
An Plan and Agreement of Merger and Reorganization was executed on September
19, 2000, by and among OAK BROOK, FORTE HOLDINGS, LTD. and JOVUS, OAK BROOK
is a corporation duly organized and validly existing under the laws of the
State of Colorado, with its registered office at 17 West Cheyenne Mountain
Blvd., Colorado Springs, Colorado 80906, its principal executive office at
1250 Turks Head Building, and its phone number is (401) 272-5800; FORTE is a
corporation duly organized and validly existing under the laws of St. Vincent
and the Grenadines, with its registered office located in the city of Kingstown,
St. Vincent, its principal executive office at Trust House, 112 Bonadie Street,
Kingstown, St. Vincent and its phone number is 1 (784) 457-1145; JOVUS is a
corporation duly organized and validly existing under the laws of St. Vincent
and the Grenadines, with its registered office located in the city of Kingstown,
St. Vincent, its principal executive office at Trust House, 112 Bonadie Street,
Kingstown, St. Vincent and its phone number is 1 (784) 457-1145.
The respective boards of directors of OAK BROOK, FORTE and JOVUS deemed it
desirable and in the best interests of their respective corporations, for
OAK BROOK to acquire the outstanding capital stock of JOVUS in exchange
for the issuance of shares of the common stock of OAK BROOK and have proposed,
declared advisable and approved such merger (the "JOVUS Merger") pursuant to
this Agreement, which Agreement has been duly approved by resolutions of the
respective boards of directors of OAK BROOK, FORTE and JOVUS .
This Agreement requires that a shareholders' meeting be called by OAK BROOK
for the purposes of approving the JOVUS Merger prior to closing.
The JOVUS Merger shall become effective on the "Effective Date", such date
being the later upon which (i) amended Articles of Incorporation are
filed with the Secretary of State of Colorado; (ii) Articles of Merger are filed
with the Secretary of State of Colorado, and (iii) Articles of Merger are
filed with the appropriate governmental entity in St.Vincent. The "Closing
Date" will be on or within one (1) business day of the date the Agreement is
approved by the shareholders of OAK BROOK.
The JOVUS Merger is intended to qualify as an I.R.C. 368(b) tax-free
reorganization. At the Closing, (a) JOVUS shall deliver to OAK BROOK a
statement (in such form as may be reasonably requested by counsel to
OAK BROOK) conforming to the requirements of Section 1.897-2(h)(1)(i) of
the United States Treasury Regulations, and (b) JOVUS shall deliver to the
IRS the notification required under Section 1.897-2(h)(2) of the United
States Treasury Regulations.
<PAGE> 31
EFFECT OF JOVUS MERGER
In all other respects, the identity, existence, purposes, powers, objects,
franchises, rights, and immunities of OAK BROOK and JOVUS shall continue
unaffected and unimpaired by the JOVUS Merger. Upon consummation
of the JOVUS Merger, FORTE shall cease to exist as a separate entity.
The laws of Colorado shall continue to govern OAK BROOK and the laws of
St. Vincent and the Grenadines shall continue to govern JOVUS. On and after
the Effective Date, the Articles of Incorporation of FORTE (the "Articles")
shall become the Articles of Incorporation of JOVUS, until further amended in
the manner provided by law and in such articles of incorporation. On the
Effective Date, the bylaws of FORTE (the "Restated Bylaws") shall become the
Bylaws of JOVUS until altered, amended, or repealed, or until new bylaws shall
be adopted in accordance with the provisions of law, the Articles, and the
Restated Bylaws.
CONVERSION OF JOVUS' STOCK AND OTHER SECURITIES
JOVUS shareholders will surrender one hundred percent (100%) of their
issued and outstanding common and preferred shares to OAK BROOK on the
date of execution of this Agreement. In exchange for receipt of one
hundred percent (100%) of JOVUS shares, OAK BROOK, on the terms and
subject to the conditions herein set forth, shall issue and deliver to
JOVUS shareholders:
On the Closing Date, Four Hundred Ten Thousand Five Hundred Fifty-Five
(410,555) Common Shares, no par value ("OAK BROOK Common Stock"), of
OAK BROOK, on a share-for-share basis, registered in the name of each
JOVUS shareholder or its nominee.
OAK BROOK Common Stock
None of the currently issued and outstanding shares of OAK BROOK
Common Stock, no par value, issued and outstanding at the effective
time of the JOVUS Merger shall be converted as a result of the JOVUS
Merger;
-- Fractional Interests
No fractional shares of preferred or common stock of OAK BROOK or
certificate or scrip representing the same shall be issued. In lieu
thereof each holder of JOVUS shares having a fractional interest arising
upon such conversion will be rounded up into one full additional share
of common stock of OAK BROOK;
-- Status of Common Stock
All shares of common stock of OAK BROOK into which JOVUS shares are
converted as herein provided shall be fully paid and non-assessable
and shall be issued in full satisfaction of all rights pertaining to
such OAK BROOK Common Stock;
<PAGE> 33
ALPHA FIBER MERGER CORPORATION-
DESCRIPTION OF THE BUSINESS
ALPHA FIBER MERGER CORPORATION
ALPHA FIBER MERGER CORPORATION (the "Company or "AFI"), is a newly formed
Colorado corporation. The Company holds exclusive worldwide commercialization,
distribution and sales rights to unique, patentable processes which convert
agricultural waste field straw into a highly valued fibrous plastic
reinforcement material ("FIBE"). FIBEX represents a technological breakthrough
that will revolutionize the plastics manufacturing industry by meeting market
needs based on performance, weight, cost effectiveness and recyclability.
AFI has established initial manufacturing protocols, produced trial run
sample material, confirmed full commercial production feasibility, conducted
preliminary independent testing, established trademark registration, licensed a
patent pending technology and established patentability on a proprietary
process, identified extensive markets and developed potential customers and
strategic partners. Additionally, strong relationships have been built with
growers, governments and financial institutions which management believes will
aid in the successful construction and operation of its manufacturing facilities
in Canada where there is a significant, readily available supply of the specific
raw material required. The Company anticipates beginning plant construction in
the Fall of 2000, and also anticipates that the plant to be in operation in
mid-2001.
The Company's strategic plan focuses on initially developing manufacturing
facilities to produce FIBEX as a primary reinforcement material to plastic
products manufacturers. In the future, the Company may establish separate
wholly owned or joint ventured manufacturing facilities for the production of
various highly profitable finished composite and artificial wood products.
FIBEX
The product - FIBEX- is a new fiber reinforcement material with unique
characteristics valuable to the thermoplastics industry. As the name implies,
it has a fibrous character, which enables superior bonding to polymers. The
resulting composite has strength performance similar to fiberglass reinforced
plastic, but without the weight penalty of fiberglass. Fiberglass is the
premium reinforcement material utilized for adding strength to plastic composite
products. Based on test data, AFI anticipates being able to achieve weight
reductions of 10% to 20% as compared to fiberglass. FIBEX will be cost
effective and competitively priced relative to its value in the marketplace.
Additionally, the FIBEX composite can be ground up and recycled by being
incorporated into new products. Independent testing has confirmed these
characteristics. The unique properties of FIBEX have tremendous value to
plastic products manufacturers, solving long term problems for the industry,
such as weight, strength, stiffness, recyclability and product life-cycle.
Weight reduction as a result of using FIBEX is significant both for structural
applications such as plastic lumber as well as in automotive applications where
this contributes to vehicles with higher fuel efficiency.
Based upon the Company's research, management believes there is a
tremendous interest in natural fibers resulting from the demand of the plastics
industry for light, strong, cost effective reinforcement materials.
Additionally, the lack of recyclability of mineral and glass filled plastic
has been a major motivating factor for the development of alternative materials.
The Company believes it is well ahead of any other company researching natural
fibers, and to the Company's knowledge, stands alone in the industry with two
commercially viable, proprietary technologies ready for implementation.
Market Opportunity
AFI has identified existing markets representing over $200 million in
potential annual sales which it believes can be penetrated relatively quickly
in order to establish the utility of FIBEX. The Company feels there is a
significant near-term opportunity in the injection molding industry for this
exceptional fiber, particularly for bins, totes and containers. Reinforcement
materials have been used by the thermoplastics industry for years to improve the
overall characteristics and performance of the plastic. Current industry
practice is to combine virgin or recycled polymers with other materials such as
minerals or fiberglass to manufacture a wide variety of thermoplastic
products.
Management believes that most consumers are not aware of the fact that the
majority of "plastic" products contain a significant amount of non-polymer
filler or reinforcement material. The Company believes that the qualities of
FIBEX will position it as the premier alternative to current polymer compound
reinforcement materials. Plastic manufacturers, without retooling or major
modifications to their production line, can replace what they are currently
using with FIBEX. The injection molding industry is seeking materials like FIBEX
for performance, weight, cost and recyclability characteristics. There is also
significant near term opportunity in the material handling market for an
alternative reinforcement material to manufacture composite pallets and
specialty containers. Overall, these products, when produced from plastic
resins and FIBEX, will provide the solutions to various problems this industry
has been facing, and seeking to solve, for quite some time. AFI is prepared
to capitalize on the opportunities presented by these traditional markets.
The automotive industry is especially keen on natural fibers as composite
reinforcement materials for the recyclability and overall weight reduction
characteristics of such fibers. FIBEX can be utilized for everything from
dashboards, interior components, and electrical housings to trunk liners.
Currently, some automotive companies are endeavoring to replace fiberglass as
a primary reinforcement for polypropylene in automotive interior applications.
The Company is also investigating the potentially significant emerging
markets for plastic lumber and reinforced concrete. Management believes that
the Company's markets are large and growing rapidly. The Company feels that
acceptance by only one or two of the Company's early target customers should
result in other end-product manufacturers quickly pulling FIBEX into their
manufacturing process as they see the benefits achieved by major players in
related industries. This, together with exceptional opportunities for new
products made possible by FIBEX, give AFI the potential for rapid, sustained
growth.
Management / Advisors
AFI feels it has attracted professionals with high caliber talent,
expertise, and experience who are committed to achieving its success. In
addition to key industry experts, the Company has secured the services of an
international engineering, construction and construction management firm, a
business finance and venture capital partner experienced with assisting early
stage companies with public market access, and United States and Canadian
counsel experienced in international law, intellectual property protection, and
private and public securities offerings.
Strategic Alliances / Development Partners
The Company has established relationships with market leaders for strategic
alliances and product development. These companies hold significant market share
in their product categories and were chosen by AFI because they ideally fit our
strategy due to their commitment to product improvement through innovation, as
well as their size, market penetration and product diversity. The acceptance of
FIBEX by these market leaders will serve to immediately confirm the superior
qualities of FIBEX and provide AFI with key market access. Our negotiations
contemplate their independent development and testing of prototype products
incorporating FIBEX. Several of the companies have expressed an interest in a
financial investment in the Company. We anticipate that the development
partners will negotiate purchase contracts for FIBEX prior to plant
completion.
Current Test Results
Trials have been conducted using FIBEX to reinforce both high-density
polyethylene (HDPE) and polypropylene (PP), the two most extensively used
thermoplastic resins. The trial specimens were successfully produced containing
25% and 40% FIBEX by weight with the use of coupling agents. Results from the
evaluation of mechanical properties of the first samples show a 250 % increase
in the stiffness (modulus) for HDPE and a 175% increase for PP, as compared to
unfilled resin. These increases in stiffness make FIBEX a very attractive
reinforcement for plastic resins in all market segments.
A comparison of the mechanical properties of FIBEX reinforced HDPE to those
of commercially available plastic lumber, one major potential market, is even
more impressive. The stiffness and strength values for FIBEX are better than
those for all other types of fillers and reinforcers such as talc, mica, and
woodflour. In comparison to fiberglass, the bending stiffness and bending
strength of FIBEX reinforced thermoplastic is equal to the fiberglass reinforced
thermoplastic. This is significant because it means that FIBEX can replace
fiberglass in structural plastic applications. When compared to other unfilled
and natural material filled products on the market, preliminary tests indicate
increases in strength and stiffness from 37% to 255%, and 168% to 287%,
respectively.
AFI is currently optimizing the processing and compounding stages of FIBEX
based reinforced thermoplastic and expects the results to show further increases
in the mechanical and physical properties.
Technology
AFI, through an affiliated company, has recently licensed a patent pending
technology that offers us a significant economic advantage. The technology
allows AFI to eliminate steps in the production process, saving capital and
operating costs. The technology further enhances our leading position in the
race to deliver flax fiber with enhanced mechanical properties to the plastics
industry and, more specifically, to the automotive industry. The license gives
us worldwide exclusive rights to the technology for the applications we are
pursuing.
Additional product protection strategies may include process and product
patents. AFI's patent attorneys have opined that our original proprietary
technology and Fibex as a unique product are patentable. This may dictate
securing more broadly based patents encompassing both the FIBEX production
process, the unique attributes it brings to the compounding process
in general and perhaps to specific compounded products. FIBEX has been
trademarked in the U.S. and filings will follow in Canada.
Initial Plant Site
Due to the abundance of its raw material supply for the manufacture of
FIBEX, AFI intends to locate its first operating plants in the province of
Saskatchewan, Canada. Local and provincial government support has been
established, and is evidenced by commitments to provide to AFI land,
infrastructure and attractive tax incentives, along with training programs
and substantial wage reimbursements. Additionally, AFI has the pledged support
of government agencies and community leaders to organize a cooperative to ensure
a long-term supply of quality raw material. Canada Farm Credit, CIBC (the
largest commercial bank in Canada), and several other financing entities have
expressed strong interest in arranging any required debt financing.
JOVUS, LTD.- is a St. Vincent corporation. Its primary purpose is to own and/or
hold intellectual property and the rights pertaining thereto. It has no
other operations.
ITEM 15. ACQUISITION OR DISPOSITION OF PROPERTY
No action is to be taken by the Company with respect to the acquisition
or disposition of any property.
<PAGE> 37
ITEM 16. RESTATEMENT OF ACCOUNTS
No action is to be taken by the Company with respect to the restatement
of any asset, capital, or surplus account of the Company.
ITEM 17. ACTION WITH RESPECT TO REPORTS
No action is to be taken by the Company with respect to any report of the
Company or of its directors, officers, or committees or any minutes of a
meeting of its security holders.
ITEM 18. MATTERS NOT REQUIRED TO BE SUBMITTED
No action is to be taken by the Company with respect to any matter which
is not required to be submitted to a vote of security holders. Management
does not know of any other matters which may come before this meeting.
However, if any other matters are properly presented to the meeting, it
is the intention of the officers and directors named in the accompanying
information statement to vote, or otherwise act, in accordance with their
judgment on such matters.
<PAGE> 38
ITEM 19. AMENDMENT OF ARTICLES, BYLAWS OR OTHER DOCUMENTS
Action will be taken by the Company with respect to the restatement and
amendment of articles of the Company, whereby the name of the company
will be changed from "Oak Brook Capital III, Inc." to "ALPHA FIBRE, INC.",
the Company's Articles of Incorporation will be amended to Copies of the
proposed Restated and Amended Articles of Incorporation, which are available
upon request by contacting the Company in writing at 1250 Turks Head Building,
Providence, Rhode Island 02903.
ITEM 20. OTHER PROPOSED ACTION
No action is to be taken by the Company on any matter not specifically
referred to in this Schedule 14C.
ITEM 21. VOTING PROCEDURES
The Board of Directors has fixed September 19, 2000 as the record date for
the determination of shareholders entitled to vote at the meeting. At the
close of business on that date there were outstanding and entitled to
vote 1,678,000 shares of Common Stock entitled to one (1) vote per share
(the "Voting Shares"). The affirmative vote of the holders of a majority
of the Company's Voting Shares is required to approve each of the Proposals.
The directors, officers and affiliates of the Company as a group own or
may be deemed to control 1,550,000 shares of Common Stock constituting
ninety-two percent (92%) of the outstanding shares of Voting Shares.
Each of the directors, nominated directors and officers has indicated his
or her intent to vote all shares of Voting Shares owned by him or her in
favor of each item set forth herein.
ITEM 22. INFORMATION REQUIRED IN INVESTMENT COMPANY PROXY STATEMENT
Not applicable
THIS INFORMATION STATEMENT IS PROVIDED TO YOU
FOR INFORMATION PURPOSES ONLY.
NO ACTION ON YOUR PART IS SOUGHT OR REQUIRED.
