SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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
zebramart.com, inc.
(Name of Registrant as Specified in 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.
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<CAPTION>
<S> <C> <C>
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: _____________________________________________________
</TABLE>
[ ] 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.
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<CAPTION>
<S> <C> <C>
1) Amount Previously Paid: ____________________________________________
2) Form, Schedule or Registration Statement No.: ___________________________
3) Filing Party: ______________________________________________________
4) Date Filed: ________________________________________________________
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zebramart.com, inc.
667 Madison Avenue, 20th Floor
New York, New York 10021
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO
SEND US A PROXY
NOTICE OF SHAREHOLDER CONSENT TO CHANGE THE NAME OF ZERAMART.COM, INC. TO
COTTAGE INVESTMENTS, INC.
This information statement ("Information Statement") is furnished to
holders of record of the common stock of zebramart.com, inc., a Nevada
corporation (the "Company"), in order to comply with the requirements of Section
14(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Regulation 14C under the Exchange Act. The purpose of this Information
Statement is to inform all stockholders of the approval of the amendment of the
Company's Articles of Incorporation providing for a change in the corporate name
from "zebramart.com, inc." to "Cottage Investments, Inc." This Information
Statement was first mailed or delivered to you on or about October 12, 2000.
We are not seeking consent, authorization or proxies from you since the
Company has obtained the written consent of the holders of a majority of the
outstanding shares of common stock of the Company pursuant to Section 78.320 of
the General Corporation Law of the State of Nevada. The record date for
determining stockholders entitled to receive this Information Statement has been
established as September 19, 2000 (the "Record Date"). On the Record Date, the
number of shares of the Company's common stock outstanding was 114,331,568
shares; the number of shares that voted to approve the aforementioned actions
was 78,037,674 representing 54.07% of the outstanding shares of the Company. The
Company proposes to file the amendment to the Company's Articles of
Incorporation (the "Amended Articles") with the Nevada Secretary of State twenty
(20) days after the mailing date of this Information Statement, which the
Company anticipates will be on or about November 1, 2000.
CHANGE OF CORPORATE NAME
The Company's Board of Directors (the "Board") has approved a proposal
to amend the Company's Articles of Incorporation such that the corporate name of
the Company will change from "zebramart.com, inc." to "Cottage Investments,
Inc." The purpose for the change of corporate name is to reflect the Company's
acquisition of a thirty percent (30%) interest in Cottage Ventures, LLC, a
Delaware limited liability company, and the Company's intent to transform its
business into an Internet company incubator that provides services and capital
in exchange for equity interests in the businesses in which it invests. The
corporate name change will become effective upon the filing of the Amended
Articles with the Nevada Secretary of State.
SECURITY OWNERHSIP OF CERTAIN BENFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as to those persons
or groups believed by management to be beneficial owners of more than 5% of the
Company's outstanding shares of Common Stock as of September 19, 2000 based upon
certain reports regarding such ownership filed with the Company and with the
Securities and Exchange Commission (the "SEC"), in accordance with Sections
13(d) or 13(g) of the Exchange Act by such persons or groups. Other than those
listed below, the Company is not aware of any person or group that owns more
than 5% of the Company's Common Stock.
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Amount and Nature of Percent of
Title of Class Name and Address of Beneficial Owner Beneficial Ownership Class (1)
-------------- ------------------------------------ -------------------- ---------
<S> <C> <C> <C>
Common Stock Daniel J. Mackell, Jr. 30,000,000 20.79
667 Madison Avenue, 20th Floor
New York, New York 10021
Common Stock William G. Head 11,606,000 8.04
2870 Peachtree Road, Ste. 176
Atlanta, GA 30305
Common Stock Sean M. Daly 10,831,237 (2) 7.50
250 W. 57th Street
Suite 1130
New York, NY 10107
Common Stock J. Smythe Rich 7,602,572 5.27
1028 Laurens St.
Columbia, SC 29224
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(1) Based on 144,331,568 shares of Common Stock outstanding on the Record Date.
(2) Shares are owned by Tower Hill Holding, Inc., which is controlled by Sean
Daly.
ADDITIONAL INFORMATION
This Information Statement is provided for information purposes only.
We are not soliciting proxies in connection with the items described herein. You
are not required to respond to this Information Statement. Please read the
Information Statement carefully.
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information that we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information regarding the public reference rooms.
Our public filings are also available to the public from commercial document
retrieval services and at the Internet World Wide Web site maintained by the SEC
at HTTP://WWW.SEC.GOV. You may also obtain copies of the filings the Company has
made with the SEC directly from the Company by requesting them in writing or by
telephone at the following:
zebramart.com, inc.
667 Madison Avenue, 20th Floor
New York, New York 10021
212-396-0606
Attention: Sean M. Daly, Corporate Secretary
By Order of the Board of Directors,
/s/ Sean M. Daly
-----------------------------------
Sean M. Daly
Corporate Secretary
