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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-5(d)(2))
[ X ] Definitive Information Statement
RENU-U INTERNATIONAL, INC.
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(Name of Registrant as Specified in its Charter)
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined): N/A.
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[ ] Fee paid previously with preliminary materials.
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RENU-U INTERNATIONAL, INC.
4051 East La Palma, Suite C
Anaheim, California 92807
(714) 666-2020
INFORMATION STATEMENT
Action by Consent of Majority Stockholder
to be effective September 7, 1999
Purpose.
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This Information Statement is furnished in connection with the consent of
Kimrose Holdings Limited, a Hong Kong corporation ("Kimrose"), which is the
holder of a majority of the issued and outstanding shares of common stock of
Renu-U International, Inc., a Delaware corporation (the "Company"). In the
consent, which is dated July 16, 1999, Kimrose resolved to change the name of
the Company to "ColorMax Technologies, Inc." The name change will be
effective September 7, 1999.
On June 8, 1999, the Company and RGB Technology Group, Inc., a Delaware
corporation ("RGB"), and Kimrose (which was the sole stockholder of RGB)
executed an Acquisition and Reorganization Agreement(the "Plan"), whereby the
Company acquired 100% of the outstanding securities of RGB. The terms of the
Plan were disclosed in a Current Report on Form 8-K, dated June 8, 1999, which
was filed with the Securities and Exchange Commission on July 2, 1999.
Following the completion of the Plan, the operations of RGB became the
principal operations of the Company. RGB holds the exclusive license to
market, sell and distribute ColorMax brand optical products in the United
States, Australia and New Zealand, with a right of first refusal in all other
territories worldwide. ColorMax products include Color Vision Enhancement
Lenses and Color Test Software, which help to detect and correct color vision
deficiencies.
Due to the substantial change in the Company's business direction
following the Plan, management wishes to more properly reflect its business
activities, and to eliminate the potential for confusion in this regard, by
changing the Company's name to "ColorMax Technologies, Inc." Management does
not believe that the name change will have any material effect on the
Company's operations.
The Delaware General Corporation Law (the "Delaware Law") requires the
approval of stockholders who hold at least a majority of the voting power
present at a meeting at which a quorum is present to amend the Company's
Articles of Incorporation to change its name. The Delaware Law also permits
actions that would otherwise require a vote at a meeting of stockholders to be
taken by written consent of the holders of at least the number of shares that
would be necessary to authorize such actions at a meeting. See the caption
"Voting Procedures," herein.
Kimrose, which owns approximately 90% of the issued and outstanding
voting securities of the Company, has consented to amend the Company's
Articles of Incorporation to change its name to "ColorMax Technologies, Inc."
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. See the caption "Voting Securities and Principal Holders Thereof,"
herein.
Dissenters' Rights of Appraisal.
--------------------------------
The Delaware Law does not provide any dissenters' rights with respect to
the amendment of a corporation's Articles of Incorporation to change its name.
Therefore, no dissenter's rights of appraisal will be given in connection with
the Company's name change.
KIMROSE OWNS SUFFICIENT VOTING SECURITIES TO ADOPT, RATIFY AND APPROVE THE
AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION PURSUANT TO WHICH THE
COMPANY WILL CHANGE ITS NAME FROM "RENU-U INTERNATIONAL, INC." TO "COLORMAX
TECHNOLOGIES, INC." NO FURTHER CONSENTS, VOTES OR PROXIES ARE NEEDED, AND
NONE ARE REQUESTED.
Voting Securities and Principal Holders Thereof.
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As of July 16, 1999, the date of Kimrose's consent to amend the Company's
Articles of Incorporation to change its name to "ColorMax Technologies, Inc.,"
a total of 3,336,290 shares of common stock were outstanding; such shares are
entitled to a total of 3,336,290 votes on such amendment.
The following table sets forth the shareholdings of the Company's
directors and executive officers and those persons who owned more than 5% of
the Company's common stock as of July 16, 1999:
Positions Number and Percentage
Name and Address Held of Shares Beneficially Owned
- ---------------- ---- ----------------------------
Donald H. Hansen, O.D. President -0- (1)
4051 East La Palma Ave. Director
Suite C
Anaheim, California 92807
John D. Jantzi, O.D. Vice President -0- (1)
4051 East La Palma Ave. Director
Suite C
Anaheim, California 92807
Julie Kim Secretary/ -0- (1)
4051 East La Palma Ave. Treasurer
Suite C Director
Anaheim, California 92807
Kimrose Holdings Ltd. Stockholder 3,000,000 - 89.9%
Rms. 903-905 Kowloon Centre
29-43 Ashley Road, T.S.T.
Kowloon, Hong Kong
(1) On July 16, 1999, the Company's Board of Directors
resolved to issue shares of common stock to each
of its directors, as follows: Donald H. Hansen, O.D.
(16,667 shares); John D. Jantzi, O.D. (15,000
shares); and Julie Kim (15,000 shares). None of
these shares were issued or outstanding on July
16, 1999, and they have not been taken into
account in determining the number of shares
outstanding and entitled to vote on the Company's
name change.
Changes in Control.
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Under the Plan, the Company acquired all of the issued and outstanding
common stock of RGB in exchange for 3,000,000 "unregistered" and "restricted"
shares of the Company's common stock. At the closing of the Plan, the
following persons were elected to the Company's Board of Directors: Donald H.
Hansen, O.D.; John D. Jantzi, O.D.; and Julie Kim. This change of control was
disclosed in the Company's Current Report on Form 8-K, dated June 8, 1999,
which has previously been filed with the Securities and Exchange Commission.
Interest of Certain Persons in or Opposition to Matters to be Acted Upon.
- -------------------------------------------------------------------------
No director or executive officer of the Company, nominee to become such,
or associate of any of the foregoing persons has any interest in the amendment
of the Company's Articles of Incorporation to change its name to "ColorMax
Technologies, Inc." that is not shared by all other stockholders. No director
has informed the Company, in writing or otherwise, that he or she intends to
oppose such amendment.
Voting Procedures.
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Under the Delaware Law, the presence of a majority of the shares of the
Company's common stock entitled to vote at a meeting of the Company's
stockholders is required to constitute a quorum for the transaction of
business. If a quorum exists, matters submitted to a vote of stockholders will
be approved if the votes cast in favor of the action exceed the votes cast
against the action.
The Delaware Law also permits any action that must be taken by the vote
of stockholders to be taken by written consent of the holders of at least the
number of shares required to authorize such action at a meeting of
stockholders.
KIMROSE OWNS SUFFICIENT VOTING SECURITIES OF THE COMPANY TO APPROVE THE
AMENDMENT OF ITS ARTICLES OF INCORPORATION TO CHANGE THE COMPANY'S NAME FROM
"RENU-U INTERNATIONAL, INC." TO "COLORMAX TECHNOLOGIES, INC." NO FURTHER
CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE REQUESTED.
EXHIBITS
None; not applicable.
