<PAGE>
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
CUTCO INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
(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>
CUTCO INDUSTRIES, INC.
11777 SAN VICENTE BOULEVARD, SUITE 505
LOS ANGELES, CALIFORNIA 90049
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 18, 1999
------------------------
To the Holders of Common Stock:
PLEASE TAKE NOTICE that a Special Meeting of Shareholders (the "Meeting") of
CutCo Industries, Inc., a New York corporation (the "Company"), will be held on
November 18, 1999 at 11:00 A.M. (local time) at the offices of the Company,
11777 San Vicente Boulevard, Suite 505, Los Angeles, California, for the
following purposes:
1. To amend the Certificate of Incorporation of the Corporation to change
the name of the Company to Yellowave Corp.
2. To transact such other business as properly may be brought before the
Meeting.
Shareholders of record as of the close of business on October 22, 1999 are
entitled to notice of and to vote at the Meeting and any postponement or
adjournment thereof. The stock transfer books of the Company will not be closed.
All shareholders of the Company are cordially invited to attend the Meeting.
If you plan to attend, please call the offices of the Company at (310) 979-8055.
By Order of the Board of Directors
Laura Ballegeer, Secretary
Los Angeles, California
October 25, 1999
<PAGE>
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
INFORMATION STATEMENT
---------------------
CUTCO INDUSTRIES, INC.
11777 SAN VICENTE BOULEVARD, SUITE 505
LOS ANGELES, CALIFORNIA 90049
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 18, 1999
------------------------
INTRODUCTION
This Information Statement is furnished to shareholders of CutCo Industries,
Inc., a New York corporation (the "Company"), in connection with the Special
Meeting of Shareholders of the Company (the "Meeting") to be held on November
18, 1999, at 11:00 A.M. at the principal executive offices of the Company, for
the purposes set forth in the Notice of Meeting. It is anticipated that this
Information Statement will first be mailed to shareholders on or about October
26, 1999.
MATTERS TO BE CONSIDERED AT THE MEETING
At the Meeting, the shareholders of the Company will be asked to consider
and vote upon an Amendment to the Certificate of Incorporation of the Company to
change the Company's name from CutCo Industries, Inc. to Yellowave Corp.
VOTING AT THE MEETING
Shareholders of record entitled to vote at the Meeting and any postponement
or adjournment thereof will be determined as of the close of business on October
22, 1999. At that date there were outstanding and entitled to vote 1,054,500
shares of the Company's common stock, par value $.10 per share ("shares"). Each
share entitles the holder thereof to one vote. The presence in person or by
properly executed proxy of the holders of a majority of the outstanding shares
entitled to vote at the Meeting is necessary to constitute a quorum at the
Meeting. The affirmative vote of a plurality of the shares voted at the Meeting
is required to approve the proposed Amendment to the Certificate of
Incorporation of the Company.
Shareholders are urged to read and carefully consider the information
presented in this Information Statement.
<PAGE>
RECENT CHANGE IN CONTROL OF THE COMPANY
On August 2, 1999 Marvin Marcus and Don vonLiebermann, then the sole
officers and directors of the Company, sold an aggregate of 300,000 shares of
common stock owned or controlled by them to Shera Corp. ("Shera"), a Nevada
corporation for an aggregate purchase price of $1,200,000. Shera Corp. acquired
these funds from the Oren Family Trust. All of the outstanding shares of common
stock of Shera Corp. are owned by the Oren Family Trust of which Ron Oren is the
sole trustee. Mr. Oren is also the President and sole director of Shera. The
shares sold by Messrs. Marcus and vonLiebermann represented 35.4% of the then
outstanding shares of common stock of the Company and upon such sale control of
the Company passed from them to Shera Corp. Following the sale of their shares,
Messrs. Marcus and vonLiebermann resigned their positions with the Company and
Mr. Oren and Laura Ballegeer were elected as directors of the Company. Mr. Oren
was also elected President of the Company and Ms. Ballegeer was elected Chief
Operating Officer, Secretary and Treasurer of the Company.
As part of the transaction with Shera, Mr. vonLiebermann granted to Shera an
option to purchase 25,000 shares of common stock of the Company exercisable
until August 1, 2000. In addition, Mr. vonLiebermann agreed that for a period of
three years he would vote the 25,000 shares of common stock held by him as
directed by Shera Corp.
As of the date of this Information Statement, there are 1,054,500
outstanding shares of common stock of the Company. Mr. Oren is the beneficial
owner of 300,000 of such shares by virtue of his relationship with Shera Corp.
In addition, Mr. Oren has been granted options to purchase an aggregate of
160,000 shares under the Company's 1990 and 1999 Stock Option Plans. In
accordance with rules of the Securities and Exchange Commission, Mr. Oren is
deemed to be the beneficial owner of 39.9% of the outstanding shares of the
Company.
PROPOSED CHANGE OF THE COMPANY'S NAME
At the Meeting shareholders will be requested to consider and vote to amend
the Certificate of Incorporation of the Company solely for the purpose of
changing the name of the Company from CutCo Industries, Inc. to Yellowave Corp.
The Board made the decision to change the name of Company in view of the
following:
1. Between February and June 1999, the Company sold or closed all of its
Company owned hair care salons and at present is engaged solely in
franchising hair care salons under the Company's proprietary names.
2. The Company's new management is seeking to acquire interests in
businesses which are either technology or internet related and is
developing its own e-commerce activity.
3. The name "Yellowave" denotes light and the search for new activities
("yellow") and the technology wave which management believes is
reflective of new business opportunities available to the Company.
Management believes that the change of name will indicate to the
investment community the new direction which the Company wishes to take
in seeking new business opportunities.
Management recommends that shareholders vote FOR the Amendment to the
Certificate of Incorporation of the Company.
2
<PAGE>
MISCELLANEOUS
As of the date of this Information Statement the Board has no knowledge of
any business to be presented for consideration at the Meeting other than as
described above.
By Order of the Board of Directors
Ron Oren, President
Laura Ballegeer, Secretary
Dated: Los Angeles, California
October 25, 1999
3
