SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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[ ] Definitive Information Statement
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PRELIMINARY COPY
Ci4net.com, Inc.
Trafalgar House
11 Waterloo Place
London SW1Y4AU
Tel: 011-44-171-839-5152
INFORMATION STATEMENT
This Information Statement is being furnished to the
stockholders of Ci4net.com. Inc., a Delaware corporation
("Company"), on April 24, 2000 in connection with certain actions
to be taken by the written consent of the holders of a majority of
the issued and outstanding shares of the Company's Common Stock.
Such action is to be taken at 11:00 A.M., on May 22, 2000 at the
offices of the Company located at Trafalgar House, 11 Waterloo
Place, London SW1Y4AU.
Only stockholders of record at the close of business on April
2, 2000 (the "Record Date") are entitled to notice of the action
taken by written consent. At the close of business on the Record
Date, taking into account the Reverse Stock Splits (as defined
below) the Company had 27,579,388 shares of its Common Stock issued
and outstanding, each share of which was entitled to one vote. A
vote of the majority of the issued and outstanding shares of Common
Stock is required to approve each action to be considered in
connection therewith. All stockholders of record as of the Record
Date may submit written consents to the Company with respect to any
or all of the matters to be acted upon; however, no such consents
are being solicited. No appraisal or other similar rights are
available to dissenters of the following completed actions.
Correspondence with respect to the proposed Restated
Certificate of Incorporation should be addressed to the Secretary
of the Company at the Company's principal executive offices at
Trafalgar House, 11 Waterloo Place, London SW1Y4AU.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON
THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PROPOSED RESTATED
CERTIFICATE OF INCORPORATION
Pursuant to a resolution adopted on April 3, 2000, the
Company's Board of Directors has unanimously recommended, approved
and adopted the attached Restated Certificate of Incorporation (see
Exhibit 1). A majority of the Company's common shareholders intend
to approve the Restated Certificate of Incorporation on May 22,
2000 by majority written consent on May 22, 2000. Pursuant to Rule
14c-2 of the Securities Exchange Act of 1934, as amended, the
Company, in connection with the taking of this corporate action by
the written authorization or consent of its security holders, is
transmitting this written information statement to every security
holder of the class that is entitled to vote or give an
authorization or consent in regard to any matter to be acted upon
and from whom proxy authorization or consent is not solicited.
Reasons for the Restated Certificate of Incorporation
The Company is adopting and filing the Restated
Certificate of Incorporation in order to organize its original
Certificate of Incorporation and various certificates of amendments
to the Certificate of Incorporation under a single document, and to
further amend the currently amended certificate of incorporation in
the Restated Certificate of Incorporation in order to (i) reflect
the 1 for 15 reverse stock split effectuated on November 12, 1998
("First Reverse Stock Split") relating to its acquisition of
Leisure Concepts International, Inc. (the "First Reverse Stock
Split") and the 1 for 15 reverse stock split effectuated December
17, 1999 (the "Second Reverse Stock Split" and together with the
First Reverse Stock Split, the "Reverse Stock Splits") relating to
the Company's acquisition of Ci4net.com Inc., (ii) provide the
Board of Directors with the power to adopt , amend or repeal the
bylaws of the Company and (iii) otherwise ratify all the items or
events that are reflected in the original Certificate of
Incorporation. The Reverse Stock Splits took effect on the
respective record dates and all transactions in the Company's
securities since such record dates have given effect thereto.
Since its incorporation on December 29, 1995 as Overstreet Business
Systems Inc., the Company has changed its name several times,
changed the amount of authorized capital stock several times, made
significant acquisitions, changed its business twice and conducted
two reverse stock splits. The following bullet-form summary
chronologically sets forth the dates of the Reverse Stock Splits
and those events relating to the current capitalization of the
Company:
Date Event
November 12, 1998 Disnet effects a 1 for 15 reverse stock split
("First Reverse Stock Split") leaving 740,000
shares of stock with the original holders and
thereafter issues 7,400,000 shares of stock
to the shareholders of Leisure in connection
with its merger with Leisure Concepts
International, Inc. ("Leisure").
December 2, 1999 Leisure changes its name to Ci4net.com Inc.
("Ci4net").
December 17, 1999 Ci4net effects a 1 for 15 reverse stock split
("Second Reverse Stock Split" and together
with the First Reverse Stock Split, the
"Reverse Stock Splits") reducing the number
of issued and outstanding shares from
11,332,000 to 755,446 and thereafter issues
20,500,00 to the shareholders of Ci4net in
connection with the acquisition of Ci4net
by Leisure.
January 7, 2000 Ci4net amends its authorized capital to
120,000,000 shares, of which 100,000,000
shares are designated as Common Stock at a
par value of $.001 per share and 20,000,000
shares are designated as Preferred Stock at
a par value of $.001 per share.
February 11, 2000 Ci4net amends its certificate of
incorporation to provide for blank check
preferred stock.
Further Stockholder Approval Not Required
The Restated Certificate of Incorporation must be approved by
a majority of the shares entitled to vote thereon, and shareholders
representing a majority of the currently outstanding shares
entitled to vote intend by written consent to approve the Restated
Certificate of Incorporation and authorize the filing thereof with
the Secretary of the State of Delaware. Such consent will be
sufficient to approve the amendment under the Delaware General
Corporation Law (the "DGCL"), and no other vote or consent of
stockholders is necessary or will be sought in connection with the
amendment. ACCORDINGLY, THE COMPANY IS NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
THE RESTATED CERTIFICATE OF INCORPORATION
Pursuant to Rule 14c-2, the Company is transmitting this
written information statement to every security holder of the class
that is entitled to vote or give an authorization or consent in
regard to any matter to be acted upon and from whom proxy
authorization or consent is not solicited
Information relating to the Restated Certificate of Incorporation
Over the past 16 months, the Company changed its name,
increased its authorized capital stock and consummated two
significant acquisitions whereby the target's shareholders were
issued a controlling interest in the newly constituted company
resulting in a change of control. The acquisitions resulted in a
significant modification to the Company' business plan. The
Reverse Stock Splits were effectuated in conjunction with these
acquisitions. The First Reverse Stock Split was approved on
November 12, 1998. The Second Reverse Stock Split was approved on
December 17, 1999. The Restated Certificate of Incorporation of
the Company evidencing the Reverse Stock Splits under the Delaware
General Corporation Law will be filed with the Secretary of State
of the State of Delaware no earlier than 20 days after this
Information Statement is sent to the shareholders of record as of
April 2, 2000.
The Restated Certificate of Incorporation also reflects an
amendment relating to providing the Board of Directors with the
power to adopt , amend or repeal the bylaws of the Company. The
Company believes that it is in its best interests to provide the
Board of Directors with such authority as the Company believes that
it is in a period of rapid change and growth which might require it
to amend its bylaws as it determines necessary according to the
circumstances.
No Changes to Outstanding Capital Stock and No Exchange
Contemplated
Since the Reverse Stock Splits have already been effectuated
and the Company does not believe that any of the shares issued
prior to the First Reverse Stock Split or the Second Reverse
Stock Split are outstanding, no exchange of stock certificates
nor any adjustment to the capital accounts is anticipated. The
cusip number for the Common Stock in existence is 171783202. If
you believe that you hold shares of the Company with a different
cusip number, please contact us at Ci4net.com Inc., Trafalgar
House, 11 Waterloo House, London SW1YAU, Attention: Lee Cole.
For informational purposes only, the shares in existence prior to
the First Stock Split are equivalent in value to 1/225 of the
value of the Common Stock. Shares in existence prior to the
Second Stock Split have a value equivalent to 1/15 of the Common
Stock. Apart from these changes, there were no other differences
between these shares and the Common Stock.
Resolutions Adopted
In connection with the Restated Certificate of Incorporation,
resolutions in substantially the following form will be adopted by
the written consent of the holders of a majority of the Company's
issued and outstanding shares of Common Stock on May 22, 2000:
RESOLVED, that the Directors and Officers of the Company are,
and each of them is, hereby authorized and directed to execute,
deliver and file, as appropriate, such documents, if any, as may be
necessary or convenient with the Secretary of State of the State of
Delaware and such other Federal, state and local authorities, and
to take such other steps as are in their sole judgment necessary or
appropriate, to give effect to such Restated Certificate of
Incorporation including ratifying any events reflected in the
Certificate of Incorporation which have not been, as of the date
hereof, properly ratified by the Company.
Further Information
For further information with respect to the Company, its
business and operations, and the Second Reverse Stock Split in
particular, see the Company's quarterly report on Form 10-Q/SB for
the quarter ended December 31, 1999, and the 8-K reports dated
December 17, 1999, and January 4, 2000, copies of which may be
obtained from the Company upon request, and which are incorporated
herein by reference.
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
Classes of Securities, Outstanding Shares, Votes:
Class Of Security Number of Number of Vote to Which
Outstanding Shares Class is Entitled
Common. 27,579,388 27,579,388
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of the date of this
Information Statement, certain information concerning the shares of
Common Stock beneficially owned (i) by each director and executive
officer of the Company, (ii) by all executive officers and
directors of the Company as a group, and (iii) by each stockholder
that is known to the Company to be a beneficial owner of more than
5% of the outstanding shares of Common Stock. Unless otherwise
indicated, the owners have sole voting and investment power with
respect to their respective shares.
Name and Amount of
Address of Beneficial Percent
Beneficial Owner Title of Class Ownership Class(1)
Kevin R. Leech(2) Common 19,100,000 69.3%
Lee Cole(3) Common 1,000,000 3.6%
Magnus Gittins(4) Common 388,889 1.4%
All directors and
executive officers
as a group Common 20,488,889 74.3%
Total Common 27,579,388 100.0%
(1) Based on a total of 27,579,388 shares of Common Stock
outstanding as of the Record Date. This number does not
include any of the outstanding preferred stock of the Company,
which are not entitled to vote with respect to any matters set
forth in this Information Statement.
(2) Mr. Lee is a Director of the Company.
(3) Mr. Cole is a Director of the Company and his amount of
beneficial ownership includes 1,000,000 shares of common stock
owned by Melchrisea Holdings Ltd, a company controlled by Mr.
Cole.
(4) Mr. Gittins is the Chief Technology Officer of the Company.
By Order of the Board of Directors
/s/ Lee Cole
Lee Cole
Secretary
