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
DIGS, INC.
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(Name of Registrant As Specified In Its Charter)
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DIGS, INC.
17327 Ventura Boulevard,
Suite 200
Encino, California 91316
INFORMATION STATEMENT
This Information Statement is being furnished to stockholders of Digs,
Inc., (the "Company"), a Delaware corporation, in connection with an action
taken by stockholders holding a majority of the voting power of the Company. On
April 27, 2000, such stockholders approved an amendment to the Articles of
Incorporation of the Company to change the name of the Company to
"iVideoNow.com, Inc." This action by the stockholders shall be effective twenty
(20) days following the mailing of this Information Statement to the
stockholders of the Company. The date on which this Information Statement is
first being sent to stockholders of the Company is on or about May 14, 2000.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
RECORD DATE AND VOTING SECURITIES
The record date for the foregoing actions by stockholders was April 27,
2000 (the "Record Date"), at which time the Company had issued and outstanding
6,658,631 shares of its common stock, par value $.001 (the "Common Stock"). The
shares of Common Stock constitute the only outstanding securities of the Company
entitled to be voted. Stockholders owning 4,681,218 shares, or approximately 70%
of the outstanding shares, on the Record Date consented in writing to the name
change. The approval of the name change required the affirmative vote of a
majority of the Common Stock issued and outstanding at the Record Date.
PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP
The following table sets forth information regarding the beneficial
ownership of Common Stock as of the Record Date, and as of April 27, 2000, by
(i) each person known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director, or nominee for director,
of the Company, (iii) the Company's executive officers, and (iv) all directors
and executive officers of the Company as a group.
<PAGE>2
(a) Ownership of certain beneficial owners:
<TABLE>
<S> <C> <C>
Percentage
Number of Beneficially
Name and Address Shares (1) Owned
------------------------------------------- ----------- ------------
Peter B. Dunn 1,330,500 20.0%
17327 Ventura Boulevard, Suite 200
Encino, CA 91316
Allen Kelsey Grammar Trust 450,000 6.8%
c/o Donald J. Miod
Miod & Company
15456 Ventura Blvd., Suite 500
Sherman Oaks, CA 91403
First Capital Network (1) (2) 439,992 6.6%
Worldwide Insurance Consultants (1) (2) 439,992 6.6%
Jamie Mazur (2) (3) 219,996 3.3%
Jennifer Mazur (2) (3) 219,996 3.3%
Emily Mazur (2) (3) 219,996 3.3%
Trent Mazur (2) (3) 219,996 3.3%
</TABLE>
(1) First Capital Network and Worldwide Insurance Consultants are subsidiaries
of Corporate Financial Enterprises. Mr. Regis Possimo is an officer and
principal stockholder of Corporate Financial Enterprises and is deemed to
be the beneficial owner of these shares.
(2) The address of each beneficial owner is identified as:
c/o Corporate Financial Enterprises
2224 Main Street
Santa Monica, CA 90405
(3) Emily and Trent Mazur are minors. Their shares are held by Michelle Mazur,
their mother, as custodian.
(b) Security Ownership of Management:
<TABLE>
<S> <C> <C>
Number of Percent of
Name and Address Shares Class
---------------------------------------- ------------- ----------
Peter B. Dunn 1,330,500 20.0%
President and Director
17327 Ventura Boulevard, Suite 200
Encino, CA 91316
<PAGE>3
Number of Percent of
Name and Address Shares Class
---------------------------------------- ------------- ----------
Allen Dunn 165,000 2.5%
Vice President, COO and Director
17327 Ventura Boulevard, Suite 200
Encino, CA 91316
David Fleming 120,000 1.8%
Director
17327 Ventura Boulevard, Suite 200
Encino, CA 91316
Officers and Directors as a Group 1,615.500 24.3%
(3 individuals)
</TABLE>
AMENDMENT TO THE ARTICLES OF INCORPORATION
The Company's new product is iVideoNow, a real-time Internet video
screening application. In addition, all of the Company's other products involve
multimedia, Internet and CD-ROM communication software and digital presentations
for businesses who want to proactively provide information to their clients,
investors, employees, the media, and the public at large.
The name change to iVideoNow.com will be more descriptive of the Company's
business and will be more in line with the technical, Internet, and media
industries that the Company operates within.
Thus, the Board of Directors has authorized, and stockholders owning a
majority of the outstanding shares of common stock have approved, an amendment
to Article I of the Articles of Incorporation of the Company to change its name
to "ivideoNow.com". Articles of Amendment will be filed with the State of
Delaware on the first business day following the 20th day after mailing of this
Information Statement. Each outstanding certificate representing shares of the
Company will continue to represent the same number of representative shares of
iVideoNow.com. Thus, it will not be necessary for stockholders to exchange their
existing certificates.
By Order of the Board of Directors
Peter B. Dunn, President
Encino, California
May 14, 2000
