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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[_] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
Noble Onie, Inc.
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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 Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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NOBLE ONIE, INC.
____________________
INFORMATION STATEMENT
____________________
Introduction
Our Board of Directors is providing this Information Statement in
connection with a proposed stockholder action by majority written consent
("Stockholder Action") for purposes of approving an amendment to our Certificate
of Incorporation (the "Amendment") to change our corporate name to "The National
Capital Companies, Inc."
Voting Securities
The effective date of the Stockholder Action is currently set for April 30,
2000. Our Board of Directors has fixed the close of business on April 7, 2000
as the record date for the determination of stockholders who are entitled to
receive this Information Statement and consent to the Stockholder Action. The
approval of the Amendment will require the written consent of the holders of at
least a majority of the outstanding shares of our common stock. As of the
record date, we had 7,318,090 shares of common stock issued and outstanding held
by approximately 50 recordholders. We are not holding a meeting of stockholders
in connection with the approval of the Amendment nor are we soliciting proxies.
We are sending this Information Statement to our stockholders on or about April
24, 2000
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
The date of this Information Statement is April 21, 2000
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COMMON STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the shares of our common stock as of April 7, 2000 by
(i) each person who we know to be the beneficial owner of more than five percent
(5%) of our common stock, (ii) each of our directors and executive officers and
(iii) all directors and officers as a group.
Name and Address(1) Number Percent
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Darrell T. Uselton 2,030,466 27.7%
Joseph A. Cerbone 353,522 4.8%
Theresa M. Landers 46,790 (2)
William Cantrell 8,318 (2)
Andrew Sensenig 176,761 2.7%
Jason D. Huntley 93,580 1.2%
All officers and directors as a group 2,709,437 37.0%
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(1) Address is 18952 MacArthur Avenue, Suite 315, Irvine, California 92612.
(2) Less than one percent.
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DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 25,000,000 shares of common stock, $.001 par
value per share. As of the record date, 7,318,090 shares were issued and
outstanding and held by approximately 50 recordholders.
Holders of shares of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders generally. The approval of
proposals submitted to stockholders at a meeting other than for the election of
directors requires the favorable vote of a majority of the shares voting, except
in the case of certain fundamental matters (such as certain amendments to the
Certificate of Incorporation, and certain mergers and reorganizations), in which
cases Nevada law and our Bylaws require the favorable vote of at least a
majority of all outstanding shares. Stockholders are entitled to receive such
dividends as may be declared from time to time by the Board of Directors out of
funds legally available therefor, and in the event we liquidate, dissolve or
wind up our operations, to share ratably in all assets remaining after payment
of liabilities. The holders of shares of common stock have no preemptive,
conversion, subscription or cumulative voting rights.
Dividends
We do not anticipate the payment of cash dividends on our common stock in
the foreseeable future.
Transfer Agent
The Transfer Agent for our common stock is Holladay Stock Transfer, Inc.,
2939 North 67/th/ Place, Scottsdale, Arizona 85251.
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CHANGE OF CORPORATE NAME
Our Board of Directors declared it advisable and in our best interests and
directed that there be submitted to the stockholders a proposed amendment to
Article I of our Certificate of Incorporation to change our name from Noble
Onie, Inc. to The National Capital Companies, Inc. The Board of Directors has
fixed the close of business April 7, 2000 as the record date for the
determination of stockholders who are entitled to receive this Information
Statement. As of April 7, 2000, 7,318,090 shares of common stock were issued
and outstanding.
Vote Required
The approval of the Amendment will require the written consent of the
holders of at least a majority of the outstanding shares of common stock.
By Order of the Board of Directors,
/s/ DARRELL T. USELTON
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Darrell T. Uselton, Chairman and Chief Executive
Officer
Irvine, California
April 21, 2000
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