SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Proxy Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2)
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
HARMONY TRADING CORP.
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No Fee Required
|_| Fee computed on table below per Exchange Act Rules 14c-5(g)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
--------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
--------------------------------------------------------------------
4. Proposed maximum aggregate value transaction:
--------------------------------------------------------------------
5. Total fee paid:
--------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration number, or
the Form or Schedule and the date of its filing.
1. Amount previously paid:
--------------------------------------------------------------------
2. Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------
3. Filing Party:
--------------------------------------------------------------------
4. Date Filed:
--------------------------------------------------------------------
<PAGE>
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 effect a three-for-one forward stock
split of the currently issued shares of our common stock. 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 September 29, 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
September 29, 2000 there were 3,110,000 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.
Our Board of Directors, by written consent on September 28, 2000, has
approved, and stockholders holding 1,735,000 shares (approximately 56%) of the
outstanding shares of our common stock on September 29, 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 stock split 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 October 27, 2000. Each holder of record of shares of our common
stock at the close of business on September 29, 2000 is entitled to receive a
copy of this Information Statement.
<PAGE>
The Stock Split
The amendment and stock split are expected to become effective on November
20, 2000. Each share of common stock, par value $0.001 per share, that is
outstanding on such effective date, shall automatically convert into one share
of common stock, par value $0.000333 per share. Holders of record of common
stock, par value $0.001 per share, at the close of business on such effective
date will receive two additional shares of common stock, par value $0.000333 per
share, for each share of common stock, par value $0.001 per share, then held.
Accordingly, holders of common stock should not send in their existing stock
certificates to us. The certificates for the additional full shares of common
stock will be issued as soon as practicable after such effective date, and are
scheduled for mailing on or about December 4, 2000.
We will have 9,330,000 shares of common stock, par value $0.000333 per
share, issued and outstanding, which is based on the number of shares of common
stock issued and outstanding at the close of business on September 29, 2000, and
are subject to change in the event additional shares are issued after September
29, 2000 but before the effective date of the stock split.
The changes in the par value of the common stock and in the issued common
stock that would result from the proposed amendment and stock split would cause
no change in the aggregate amount of our capital account represented by the
issued common stock and no change in the surplus accounts.
Our directors believe the stock split would tend to create a broader
market for and a wider distribution of our common stock, both of which are in
the best interests of the stockholders. The Board of Directors has recommended
that the stockholders approve a three-for-one split of our common stock 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 stock split.
Federal Income Tax Consequences
Under present federal income tax law, the proposed amendment and stock
split will not result in taxable income or in gain or loss to holders of common
stock. You are urged to consult your own tax advisors to determine the
particular consequences to you.
-2-
<PAGE>
Security Ownership of Certain Beneficial Owner and Management
The following table sets forth information as of September 29, 2000, with
respect to the beneficial ownership of shares of common stock (1) 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:
<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. 1,735,000 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
Common stock, par value All officers and directors as a group 0 shares 0%
$.001 per share (2 persons)
</TABLE>
Recent Developments
Change in control
On August 28, 2000, Group InterCapital Inc. ("GIC"), a venture capital
firm, completed the acquisition of 1,735,000 shares of our common stock
resulting in GIC owning more than 50% of our outstanding common stock.
GIC replaced our existing board with Henry J. Yersh and Denis St. Hilaire.
Mr. Yersh was also appointed as our President and Chief Executive Officer and
Mr. Hilaire was appointed as our Chief Financial Officer.
Proposed merger
On September 29, 2000, we executed a letter of intent to pursue a
definitive merger agreement for us to acquire Nixxo Technologies. Under the
proposed merger, the stockholders of Nixxo Technologies will own approximately
83% of the company after the merger and our stockholders will own approximately
17% of the company after the merger. We anticipate that a definitive merger
agreement will be signed in October 2000. However, the letter of intent is not
binding and we can not assure you that a merger will be completed on these terms
or at all.
Nixxo Technologies is a Global Systems for Mobile Communications, or GSM,
chipset and operating system design company based in San Jose, California. Nixxo
Technologies will begin shipping
-3-
<PAGE>
GSM chipsets to various customers in the first quarter of 2001. The GSM cellular
market represents 65% of the world cellular phone market with a growth rate of
30% per year. The GSM phone market worldwide is 150 million units per annum.
Nixxo Technologies' ownership of core GSM technology puts it at the forefront of
this enormous market place.
Eiger Technology Inc., headquartered in Toronto, Ontario, owns 25% of
Nixxo Technologies. Through its facilities in South Korea, New Jersey and
California, Eiger manufactures and distributes electronic and computer
peripherals such as 56K fax/modems, MP3 players and DSL modems to OEM and
consumer markets worldwide.
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; and
o our Quarter Reports on Form 10-QSB for the quarters ended March 31, 2000
and June 30, 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.
-4-
<PAGE>
APPENDIX A
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 a three-for-one forward stock split.
4. To accomplish the foregoing, Article FOURTH relating to the authorized
capital of the Corporation is amended to read as follows:
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is 205,000,000 of which 200,000,000 shares shall
be designated as common stock, par value $.000333 per share and 5,000,000
shares shall be designated as preferred stock, par value $.001 per share.
The preferred stock may be issued from time to time in one or more series
or classes. The Board of Directors is hereby expressly authorized to
provide by resolution or resolutions duly adopted prior to issuance, for
the creation of each such series and class and to fix the designation and
the powers, preferences, rights, qualifications, limitations, and
restrictions relating to the shares of each such series. The authority of
the Board of Directors with respect to each series of preferred stock
shall include, but not be limited to, determining the following:
(a) the designation of such series, the number of shares to
constitute such series and the stated value thereof if different from the
par value thereof;
(b) whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the term of
such voting rights, which may be general or limited;
(c) the dividends, if any, payable on such series, whether any such
dividends shall be cumulative, and, if so, from what dates, the conditions
and dates upon which such dividends shall be payable, and the preference
or relation which such dividends shall bear
<PAGE>
to the dividends payable on any shares of stock of any other class or any
other series of Preferred Stock;
(d) whether the shares of such series shall be subject to redemption
by the Corporation, and, if so, the times, prices and other conditions of
such redemption;
(e) the amount or amounts payable upon shares of such series upon,
and the rights of the holders of such series in, the voluntary or
involuntary liquidation, dissolution or winding up, or upon any
distribution of the assets, of the Corporation;
(f) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and
manner in which any such retirement or sinking fund shall be applied to
the purchase or redemption of the shares of such series for retirement or
other Corporation purposes and the terms and provisions relating to the
operation thereof;
(g) whether the shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or any other series
of Preferred Stock or any other securities and, if so, the price or prices
or the rate or rates of conversion or exchange and the method, if any, of
adjusting the same, and any other terms and conditions of conversion or
exchange;
(h) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue of any additional stock,
including additional shares of such series or of any other series of
Preferred Stock or of any other class; and
(i) any other powers, preferences and relative, participating,
options and other special rights, and any qualifications, limitations and
restrictions, thereof.
The powers, preferences and relative, participating optional and
other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ
from those of any and all other series at any time outstanding. All shares
of any one series of Preferred Stock shall be identical in all respects
with all other shares of such series, except that shares of any one series
issued at different times may differ as to the dates from which dividends
thereof shall be cumulative.
Each outstanding share of Common Stock, par value $.001 per share,
("Old Share") outstanding as of the close of business on November 20, 2000
shall automatically without any action on the part of the holder of the
Old Shares, convert into one (1) share of Common Stock, par value $.000333
per share ("New Share") Each holder of a certificate or certificates which
immediately prior to the Effective Date represented outstanding shares of
Old Common Stock (the "Old Certificates") shall, from and after the
Effective Date, be entitled to receive a certificate or certificates (the
"New Certificates") representing the shares of New Common Stock into which
the shares of Old Common Stock formerly represented by such Old
Certificates are reclassified under the terms hereof and shall receive a
certificate representing two (2) New Shares.
-2-
<PAGE>
4. 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 the Corporation owning a majority of the outstanding share of
capital stock entitled to vote thereon.
5. This amendment shall become effective as of the close of business on
November 20, 2000. IN WITNESS WHEREOF, I have signed this certificate on the
______ day of November, 2000, and I affirm the statements contained therein as
true under penalties of perjury.
________________________________________
Henry J. Yersh
President
-3-
