<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION STATEMENT
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 thereunder
SOUND DESIGNS, INC.
(Name of Registrant)
NEVADA 000-28331 88-0412455
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
6436 LABURNUM STREET, VANCOUVER, BRITISH COLUMBIA, CANADA
(Address of principal executive officers)
V6M 3S9
(Zip Code)
604-266-3943
(Registrant's telephone number,
including area code)
<PAGE> 2
SOUND DESIGNS, INC.
6436 LABURNUM STREET
VANCOUVER, BRITISH COLUMBIA V6M 3S9
CANADA
INFORMATION STATEMENT
We are sending this Information Statement to you as a recorded holder, at
the close of business on February 25, 2000, of the common stock, par value $.001
per share, of Sound Designs, Inc., a Nevada corporation, in accordance with Rule
14f-1 under the United States Securities Exchange Act of 1934.
There will be no vote or other action by our stockholders in connection
with this Information Statement. Voting proxies regarding shares of our common
stock are not being solicited from any stockholder.
BACKGROUND INFORMATION
On February 21, 2000, we entered into an Agreement and Plan of Merger
with Plus Solutions, Inc. This merger agreement provides that Plus Solutions
will merge with SD Acquisition, Inc., our wholly-owned subsidiary, with Plus
Solutions as the surviving corporation. The stockholders of Plus Solutions will
receive shares of our common stock as consideration for the merger and, after
the merger, the former stockholders of Plus Solutions will own a majority of the
outstanding shares of our common stock. In addition, the merger agreement
requires us to cause all of our existing directors and officers to resign and
name Max Golden, Mack Lawrence and John Reynolds as the directors of Sound
Designs. Since these new directors will be our entire board of directors, Rule
14(f)-1 under the Securities Exchange Act requires us to provide all the
recorded holders of our common stock 10 days notice of the replacement of our
existing directors. We believe that our current director will be replaced by the
new directors on or soon after March 6, 2000. Our existing board of directors
has unanimously approved the merger agreement and directed the officers to enter
into and cause Sound Designs to perform all of our obligations under the merger
agreement.
Because of the change in the composition of our board of directors and
the ownership of more than a majority of the outstanding shares of our common
stock, a change of control of Sound Designs will occur upon the closing of the
merger agreement.
VOTING SECURITIES
As of the close of business on February 25, 2000, we have issued and
outstanding 15,600,000 shares of our common stock. Our common stock is the only
class of capital stock that is authorized for issuance or entitled to vote for
directors at a stockholders meeting if one were to be held. A holder of our
common stock may cast one vote for each share owned with respect to any matter
submitted to a vote of our stockholders.
1
<PAGE> 3
The following table shows information concerning the ownership of our
common stock as of February 25, 2000 by: (a) each current director, (b) each new
director named in the merger agreement, (c) each current officer, (d) each
person we know to own more than 5% of the shares of our common stock; and (d)
all of the current directors and officers and as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF PERCENT OF SHARES
COMMON STOCK OF COMMON STOCK
NAME BENEFICIALLY OWNED OUTSTANDING (1)
- ---- ------------------- -----------------
<S> <C> <C>
Barry Wosk (2) 0 --
Marvin Wosk (2) 0 --
Max Golden (3) 0 --
Mack Lawrence (3) 0 --
John Reynolds (3) 0 --
Fred Fisher 780,000 5.0%
30B Cedar Tower President Park
99 Sukhumvit 24 Road - Kongton
Klongtoey Bangkok Thailand 10110
All current directors and officers as a group (4) 0 --
</TABLE>
- ---------------
(1) Based upon 15,600,000 shares of our common stock issued and outstanding as
of February 25, 2000.
(2) Current director and officer, current address is 6436 Laburnum Street,
Vancouver, British Columbia, Canada V6M 3S9.
(3) New director, current address is 14677 Midway Road, Dallas, Texas, U.S.A.
75001.
(4) 2 persons.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to our
current directors and officers and the new directors set forth in the merger
agreement:
<TABLE>
<CAPTION>
YEARS
NAME AGE POSITION IN OFFICE
- ---- --- -------- ---------
<S> <C> <C> <C>
Barry Wosk 29 Current director, President 2
Marvin Wosk 69 Current director, Secretary and Treasurer 2
Max Golden 50 New director --
Mack Lawrence 53 New director --
John Reynolds 57 New director --
</TABLE>
Certain background information about each of our current directors and
officers and each new director is set forth below:
Barry Wosk has been a director and President of Sound Designs since its
formation in September 1998. From 1994 to 1996, he provided custom audio and
video installation services to consumers and homebuilders as an independent
contractor. Since 1996, Barry Wosk has served as a sales representative for
several audio and video product manufacturers in addition to serving as an
officer of Sound Designs. Barry Wosk is the son of Marvin Wosk.
2
<PAGE> 4
Marvin Wosk has served a director and Secretary and Treasurer of Sound
Designs since its formation in September 1998. Since 1979, Marvin Wosk has
invested in numerous business ventures in British Columbia, a province of
Canada. Marvin Wosk is the father of Barry Wosk.
Max Golden has been the chairman and president of Plus Solutions since
October 1998. Plus Solutions is a development stage entity focused on the
development and implementation of business to business e-commerce solutions.
From 1995 to 1998, he served as president and manager of Alliance Associates,
LLC. Since 1986, he has also served as President of Ruby Holdings, Inc.
Mack Lawrence is a principal and president of Regency Gas Company, a
position he has occupied since 1992. From 1985 to 1992, Mr. Lawrence served as a
principal and officer in a number of private companies, including American
Central Gas Company. From 1969 to 1985, Mr. Lawrence served in several
capacities at The Texas Utilities Commission, including Manager of Gas Supply.
John Reynolds is currently a Member of the Canadian House of Commons, a
position he has occupied since 1997. He also serves as President of both
Reynolds Enterprises Ltd. and Griney Consultants Inc., positions he has held
since 1994 and 1997, respectively. Mr. Reynolds also serves as a director of
Vitality Products, Inc.
Our board of directors does not have any committees. During 1999, the
board of directors met one time.
As set forth above, a change of control of Sound Designs will occur upon
the closing of the merger agreement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Barry Wosk is the son of
Marvin Wosk. In September 1998, Barry Wosk and Marvin Wosk each purchased
500,000 shares of our common stock for consideration of $.0025 per share
pursuant to Subscription Agreements dated September 22, 1999 between Sound
Designs and each of Barry Wosk and Marvin Wosk. In January 2000, all of the
shares issued to Barry Wosk and Marvin Wosk were canceled. On September 15,
1999, Sound Designs and Barry Wosk entered into a Sales Commission Agreement
which was subsequently canceled as of February 20, 2000. Barry Wosk was paid
$3,678 in sales commissions under the Sales Commission Agreement prior to its
cancellation.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING REQUIREMENTS. Based on our
review of reports filed pursuant to Section 16 of the Securities Exchange Act,
we are aware of the following persons who filed to properly file a required
report:
(1) Barry Wosk failed to file a Form 3 upon Sound Designs becoming a
reporting company under the Securities Exchange Act. He also
failed to file a Form 4 regarding the cancellation of all his
shares of our common stock in January 2000.
(2) Marvin Wosk failed to file a Form 3 upon Sound Designs becoming a
reporting company under the Securities Exchange Act. He also
failed to file a Form 4 regarding the cancellation of all his
shares of our common stock in January 2000.
3
<PAGE> 5
EXECUTIVE COMPENSATION
The following summary compensation table reflects the compensation paid
to our current officers for services to Sound Designs during 1998 and 1999. All
amounts set forth below are in United States Dollars.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------------------- --------------------- ---------
OTHER
ANNUAL RESTRICTED ALL OTHER
COMPEN- STOCK LTIP COMPEN-
NAME AND TITLE YEAR SALARY BONUS SATION(1) AWARDS OPTIONS PAYOUTS SATION
- ---------------------------- --------- ---------- --------- ------------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Barry Wosk, President 1999 0 0 $3,678 0 0 0 0
1998 0 0 0 0 0 0 0
Marvin Wosk, Secretary 1999 0 0 $ 545 0 0 0 0
and Treasurer 1998 0 0 0 0 0 0 0
</TABLE>
- ----------
(1) Represents commissions paid for product sales.
4
