SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. __)
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Information Statement
BUI, INC.
Commission File Number: 0-26917
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:_________________________________
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 of
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 statement 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>
BUI, INC.
66 E. Wadsworth Park Drive, Suite 101
Draper, Utah 84020
INFORMATION STATEMENT
Dated ________________, 2000
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement of BUI, Inc., a Delaware
corporation, gives notice of the pending change in the Company's
name to "BuyersOnline.com, Inc." It is first being sent to
stockholders of the Company on _______________, 2000.
On January 27, 2000, the board of directors adopted, with
its recommendation for approval by the stockholders, a resolution
to approve an amendment to the Company's Certificate of
Incorporation to change its name to BuyersOnline.com, Inc. The
name change was approved and recommended by the board of
directors because of the Company's plan to advertise and promote
its products and services under the "BuyersOnline.com" brand
name. The board of directors has elected to act immediately on
this matter rather than wait for the annual stockholders meeting
later this year because the Company plans to roll out its new
marketing program under its new name in March 2000. BUI intends
to hold its annual stockholders meeting by the end of June 2000.
As of the date of this Information Statement, BUI received
written consents from stockholders of record representing
_____________ shares of common stock, or ___% of the issued and
outstanding shares. Accordingly, the stockholders have approved
the name change. The record date for determining the
stockholders entitled to execute written consents was February
28, 2000. As of the record date there were ________________
shares of the Company's common stock and 2,000,000 shares of the
Company's Series A convertible Preferred Stock issued and
outstanding. Only the holders of common stock were entitled to
give written consents on the proposed name change.
The name change will take effect as of ____________________,
2000. Upon effectiveness of the name change, certificates for
shares of the Company's common stock issued under its former name
will continue to represent the same interest in the Company under
the new name. IT WILL NOT BE NECESSARY FOR STOCKHOLDERS TO
EXCHANGE THEIR COMPANY STOCK CERTIFICATES, ALTHOUGH STOCKHOLDERS
MAY EXCHANGE THEIR CERTIFICATES IF THEY WISH.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth as of February 15, 2000, the
number and percentage of the outstanding shares of common stock
which, according to the information supplied to BUI, were
beneficially owned by (i) each person who is currently a
director, (ii) each executive officer, (iii) all current
directors and executive officers as a group and (iv) each person
who, to the knowledge of BUI, is the beneficial owner of more
than 5% of the outstanding common stock. The only beneficial
owners of more than 5% of the outstanding common stock of which
BUI is aware are also directors or officers. Except as otherwise
indicated, the persons named in the table have sole voting and
dispositive power with respect to all shares beneficially owned,
subject to community property laws where applicable.
Amount and Nature of Beneficial Ownership
Common Preferred Percent
Name and Address Shares Shares Options(1) of Class(2)
Rod Smith (3) 317,358 0 391,250 18.5
66 E. Wadsworth Park Drive
Draper, Utah 84020
Theodore Stern (4) 0 80,000 0 2.3
2210 One PPG Place
Pittsburgh, PA 15222
Gary Smith (3) 259,567 0 0 7.5
66 E. Wadsworth Park Drive
Draper, Utah 84020
Edward Dallin Bagley 350,640 20,000 0 10.7
2350 Oakhill Drive
Salt Lake City, Utah 84121
G. Douglas Smith (3) 60,685 0 238,913 8.1
66 E. Wadsworth Park Drive
Draper, Utah 84020
Paul Jarman 61,184 0 216,798 7.6
66 E. Wadsworth Park Drive
Draper, Utah 84020
All Executive officers 996,706 100,000 846,961 44.3
and Directors as a Group (6 persons)
Footnotes to table follow on the next page.
2
<PAGE>
Footnotes to table on preceding page.
(1) These figures represent options that are vested or will vest
within 60 days from the date as of which information is
presented in the table.
(2) These figures represent the percentage of ownership of the
named individuals assuming each of them alone has exercised
his options or conversion rights, and percentage ownership
of all officers and directors as a group assuming all
purchase and conversion rights held by such individuals are
exercised.
(3) Gary Smith is the father of Rod Smith and G. Douglas Smith.
(4) First Level Capital, Inc., the placement agent for BUI's
offering of Series A Convertible Preferred Stock, is
entitled to designate two members of the board of directors
pursuant to the sales agent agreement with BUI. Theodore
Stern, who was designated by First Level Capital, has been
appointed to the board and the Company has yet to act on any
other designation by First Level Capital. The sales agent
agreement further provides that BUI will nominate for
election as directors at each meeting of stockholders held
during a period of two years ending June 25, 2001, two
persons designated by First Level Capital, Inc.
3
<PAGE>
