SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
|X| Preliminary Information Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
|_| Definitive Information Statement
HARMONY TRADING CORP.
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(Name of Registrant As Specified In Its Charter)
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
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HARMONY TRADING CORP.
275 ST. JACQUES STREET WEST, SUITE 36
MONTREAL, QUEBEC, CANADA H2Y 1MA
INFORMATION STATEMENT
This Information Statement is being furnished to stockholders of Harmony
Trading Corp., a New York corporation, to advise them of corporate action taken
without a meeting by less than unanimous written consent of stockholders to
amend our Certificate of Incorporation to eliminate preemptive rights. A copy of
the Certificate of Amendment of the Certificate of Incorporation is attached to
this Information Statement.
Our Board of Directors fixed the close of business on December 19, 2000 as
the record date for the determination of stockholders entitled to vote on the
proposal to amend our Certificate of Incorporation as described above. On
December 19, 2000 there were 9,330,000 shares of our common stock issued and
outstanding. The proposed amendment to our Certificate of Incorporation requires
the affirmative vote of a majority of the outstanding shares of common stock
entitled to vote thereon. Each share of common stock is entitled to one vote on
the proposed amendment.
The Board of Directors, by written consent on December 15, 2000, has
approved, and stockholders holding 5,205,000 shares (approximately 56%) of the
outstanding shares of our common stock on December 19, 2000, have consented in
writing, to the amendment. Accordingly, all corporate actions necessary to
authorize the amendment have been taken. In accordance with the regulations
under the Securities Exchange Act of 1934, the authorization of the amendment to
our Certificate of Incorporation by the Board of Directors and the stockholders
will not become effective until 20 days after we have mailed this Information
Statement to our stockholders. Promptly following the expiration of this 20-day
period, we intend to file the amendment to our Certificate of Incorporation with
the New York Department of State. The elimination of preemptive rights will
become effective as of 5:00 p.m., Eastern Standard Time, on the date of such
filing.
Our executive offices are located at 275 St. Jacques Street West, Suite
36, Montreal, Quebec, Canada H2Y 1MA.
PLEASE BE ADVISED THAT THIS IS ONLY AN INFORMATION STATEMENT. WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being sent or given to the holders of
our outstanding common stock, our only class of voting securities outstanding,
on or about December [___], 2000. Each holder of record of shares of our common
stock at the close of business on December 19, 2000 is entitled to receive a
copy of this Information Statement.
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Preemptive Rights
The New York Business Corporation Law provides that for corporations
formed before 1998, holders of common stock shall have preemptive rights unless
the corporation's Certificate of Incorporation affirmatively eliminates such
rights. "Pre-emptive rights" means that each shareholder of such a corporation
has the right, upon the proposed issuance of additional shares to new
shareholders, to acquire the percentage of the additional shares proposed to be
issued that is equal to the percentage of outstanding shares that such
shareholder owns before the new issuance. Thus, for example, assume that ten
shareholders own 100 shares, and those 100 shares are all of the corporation's
outstanding shares. If the corporation proposes to issue 50 shares to new
shareholders, each of those 10 original shareholders has the preemptive right to
acquire 5 of those 50 shares. Such rights have an anti-dilutive effect. However,
such rights may also prevent or severely inhibit a corporation's efforts to
raise capital by offering shares of common stock either through private
placements or public offerings. Accordingly, in order to be able to issue
additional shares without first subjecting such shares to preemptive rights, the
Corporation must amend its Certificate of Incorporation.
Our directors believe the elimination of preemptive rights will greatly
enhance our ability to raise capital through the sale of additional shares,
which is in the best interests of the stockholders. The Board of Directors has
recommended that the stockholders approve the elimination of preemptive rights
and, for that purpose approve a proposed amendment of our Certificate of
Incorporation.
No Dissenters' Rights
Under the New York Business Corporation Law, holders of common stock are
not entitled to dissenters' rights with respect to the amendment to our
Certificate of Incorporation.
Security Ownership of Certain Beneficial Owner and Management
The following table sets forth information as of December 19, 2000, with
respect to the beneficial ownership of shares of common stock by (i) each person
known by us to be the owner of more than 5% of the outstanding shares of common
stock, (ii) each director, and (iii) all executive officers and directors as a
group:
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<TABLE>
<CAPTION>
Name and Address Amount and Nature Percentage
Title of Class of Beneficial Owner of Beneficial Ownership of Class
-------------- ------------------- ----------------------- --------
<S> <C> <C> <C>
Common stock, par value Group InterCapital, Inc. 5,205,000 shares 55.78%
$.001 per share 275 St. Jacques Street West Direct
Suite 36
Montreal, Quebec, Canada
H2Y 1MA
Common stock, par value Henry J. Yersh 0 shares 0%
$.001 per share 101 Chartwell Crescent
Beaconsfield, Quebec, Canada
H9W 1C2
Common stock, par value Denis St. Hilaire 0 shares 0%
$.001 per share 150 Berlioz, #157
Verdun, Quebec, Canada H3E 1K3
All officers and directors as 0 shares 0%
a group (2 persons)
</TABLE>
Where You Can Find More Information
We are required to comply with the reporting requirements of the
Securities Exchange Act. For further information about us, you may refer to:
o our Annual Report on Form 10-KSB for the year ended December 31, 1999;
o our Quarterly Reports on Form 10-QSB for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000; and
o our current report on Form 8-K filed on December 4, 2000
You can review these filings at the public reference facility maintained
by the SEC at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the regional offices of the SEC at 7 World Trade Center, Suite
1300, New York, New York 10048 and Citicorp Center, Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661. Please call the SEC at 1-800-SEC 0330 for
further information on the public reference room. These filings are available
electronically on the World Wide Web at http://www.sec.gov.
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APPENDIX A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
HARMONY TRADING CORP.
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CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
HARMONY TRADING CORP.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
THE UNDERSIGNED, being the President of HARMONY TRADING CORP., hereby
certifies:
1. The name of the corporation is Harmony Trading Corp. (the
"Corporation").
2. The certificate of incorporation of said Corporation was filed by the
Department of State on the 13th day of August, 1996.
3. The certificate of incorporation of the Corporation is amended to
effectuate the elimination of pre-emptive rights held by the owners of the
Corporation's Common Stock.
4. To accomplish the foregoing, the following new Article SEVENTH,
relating to the elimination of preemptive rights, is added to the Certificate of
Incorporation, to read in its entirety as follows:
SEVENTH: No holder of any shares of the Corporation shall, because of such
status, have a pre-emptive or other right to purchase, subscribe for, or
take any part of any shares of the Corporation or any part of any notes,
debentures, bonds or other securities convertible into or providing for
options or warrants to purchase shares of the Corporation which are
issued, offered or sold by the Corporation, no matter how the shares are
offered or issued, and any of the foregoing may at any time be issued,
offered for sale and sold or disposed of by the Corporation upon such
terms and conditions as the Board of Directors of the Corporation may, in
its sole discretion, deem proper and advisable, without first offering the
existing shareholders any part of such shares, notes, debentures, bonds or
other securities.
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6. The foregoing amendment was authorized by the unanimous written consent
of the Board of Directors of the Corporation, followed by the written consent of
the holders of Common Stock of the Corporation owning a majority of the
outstanding shares of capital stock entitled to vote thereon.
IN WITNESS WHEREOF, I have signed this certificate on the ____ day of
December, 2000, and I affirm the statements contained herein as true under
penalties of perjury.
_____________________________
Henry J. Yersh
President
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