UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14f-1
INFORMATION STATEMENT
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 thereunder
MAS ACQUISITION VIII CORP.
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(Name of Small Business Issuer in its charter)
Indiana 35-2065470
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
168 South Park Street, San Francisco, CA 94107
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: (415) 908-1000
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<PAGE>
INTRODUCTION
NetStaff, Inc. ("NET") was incorporated in the State of Delaware in
June, 1996. NET is in the business of providing an Internet-based multiple
listing service for the professional staffing industry. NET brings together
the resources of the staffing industry with the needs of the corporate human
resources community. Its products, including NetStaff MLS, NetStaff SCOnline
for staffing companies, and NetStaff HROnline for HR professionals, all focus
on bringing the top-notch, qualified, screened job candidates of progressive,
forward-thinking staffing companies together with the fast-paced, growing
companies that need them. NET's web portal is www.netstaff.com. NET believes
that its products and services will transform the way the staffing industry
operates.
On September 15, 1999, NET entered into a Stock Exchange Agreement (the
"Agreement") with MAS Acquisition VIII Corp. (the "Company"). This
Statement is being mailed on or about September 16, 1999 to holders of record
on September 15, 1999 of the shares of Common Stock, par value $.001 per share
(the "Common Stock") of the Company. It is being furnished in connection with
the merger and change of the Company's directors effected on or around
September 15, 1999.
As result of the Agreement between the Company and NET, NET has merged into
the Company and the Company is changing its name to NetStaff, Inc.
<PAGE>
BACKGROUND OF TRANSACTION AND CHANGE IN CONTROL
Pursuant to the terms of the Agreement, 1,669,505 shares of Common Stock
of NET shall convert into 8,505,000 shares of Common Stock of the Company at
the conversion rate of 1 to 5.0943. In addition the Company has accepted
the return of, and cancelled, 80,217,800 shares of Common Stock of the
Company issued to Aaron Tsai.
As a result of the Agreement, the Company has accepted the resignation of
Aaron Tsai, the Company's sole Director and Officer, as of September 15, 1999,
and appointed Patrick Rylee as Director, President and Chief Executive Officer
and Colin Childerley as Director.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's Common Stock as of
September 16, 1999. Regarding the beneficial ownership of the Company's
Common Stock the table lists: (i) each stockholder known by the Company
to be the beneficial owner of more than five percent (5%) of the
Company's Common Stock, (ii) each Director and Executive Officer and (iii)
all Directors and Executive Officer(s), of the Company as a group. Each of
the persons named in the table has sole voting and investment power with
respect to Common Stock beneficially owned.
<TABLE>
<CAPTION>
Name and Address Number of Shares
of Beneficial Owner Beneficially Owned Percent of Class
- --------------------------- -------------------- ----------------
<S> <C> <C>
Patrick Rylee 4,274,393 31.7%
c/o NetStaff, Inc.
168 South Park
San Francisco, CA 94107
Colin Childerley
c/o NetStaff, Inc.
168 South Park
San Francisco, CA 94107 2,849,592 21.1%
Aaron Tsai 1,300,000 9.6%
c/o MAS Financial Corp.
1710 E. Division St.
Evansville, IN 47711
All Officers and Directors 7,123,985 52.8%
(2 persons)
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</TABLE>
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The following persons are the Directors and Executive Officers of the
Company after the merger:
<TABLE>
<CAPTION>
Name Age Position(s)
- -------------------- --- -----------------------------------------
<S> <C> <C>
Patrick Rylee 40 President, Chief Executive Officer and
Director
Colin Childerley 52 Director
</TABLE>
PATRICK RYLEE
Patrick Rylee is a founder, President and CEO of NetStaff, Inc. and has been
since its formation in June 1996. Prior thereto, he was National Sales
Director for Qualify International, a software company specializing in search
and retrieval software for the staffing industry. From 1990 to 1993, he was
the National Sales Director at TempFunds America, a finance company
specializing in receivables financing for the temporary help industry.
COLIN CHILDERLEY
Colin Childerley is a Director and has been with NetStaff, Inc. since its
founding in June 1996. Prior thereto, from 1990 through 1996, Mr. Childerley
was the President of 101 Ltd., a UK-based company, specializing in real
property development. For approximately fifteen years prior thereto, he was
the President of Childerley's Flowers Ltd., a London-based company,
specializing in design and special events.
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company may award stock options and cash bonus to key employees,
directors, officers and consultants under a stock option plan not yet adopted
as bonus based on service and performance. The annual salaries of executive
officers are listed as follows:
<TABLE>
<CAPTION>
Name and Principal Position Annual Salary
- ------------------------------------ -------------
<S> <C>
Patrick Rylee $120,000
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 16, 1999
MAS Acquisition VIII Corp.
By: /s/ Patrick Rylee
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Patrick Rylee, President, CEO
and Director
