SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
SCHEDULE 14c INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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
ENG Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Payment of Filing Fee
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rule 14c-
5(g) and 0-11
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the ff is offset by Exchange
Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously
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NOTICE AND INFORMATION STATEMENT DATED JULY __, 2000
TO THE STOCKHOLDERS OF ENG ENTERPRISES, INC.:
In accordance with the provisions of Section 228 of the Delaware
General Corporation Law ("DGCL"), notice is hereby given that USA
Global Link, Inc. ("USAGL") as the holder of 15,750,000 shares
(94.5%) of the issued and outstanding common stock of ENG
Enterprises, Inc., a Delaware corporation (the "Company"), having
not less than the minimum number of votes that would be necessary
to authorize or take such action, as described below has, by
written consent without a meeting and without a vote, on July 14,
2000, (the "Written Consent"), in lieu of any meeting taken the
following shareholder action:
To change the name of the Company to "GOL India.com, Inc.".
This action of changing the name to GOL India.com, Inc., becomes
effective on or after August __, 2000 concurrent with the filing
with the Delaware Secretary of State.
Only holders of record of the Company stock at the close of
business on July 14, 2000, are entitled to receive notice of the
informal action by the shareholders in accordance with Section
228 of the DGCL. This Information Statement is being sent on or
about July __, 2000 to such holders of record. No response is
being requested from you and you are requested not to respond to
this Information Statement. In accordance with Section 228 of
the DGCL, this Notice and Information Statement is notice of the
taking of the corporate action without a meeting by less than
unanimous written consent to those shareholders who have not
consented in writing.
We are not asking you for a proxy, and you are requested not to
send us a proxy.
Company:
ENG Enterprises, Inc.
50 North Third Street
Fairfield, Iowa 52556
Tel. 515-472-1550
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ENG ENTERPRISES, INC.
INFORMATION STATEMENT FOR SHAREHOLDERS
The Name Change
Pursuant to Section 228 of the DGCL, as a majority shareholder of
the Company, USA Global Link, Inc., has voted by written consent
in favor of the change of the name of the Company to "GOL
India.com, Inc."
The purpose of the change of the Company's name is to better
reflect its business. The Company's current business as a result
of the recent acquisition of GOL India.com, Inc. by issuance of
shares of the Company and other changes described below, is to
provide Internet-related ISP and e-commerce services in India and
to Indian expatriates around the world. After the name change,
the Company will be known as "GOL India.com, Inc.".
No Solicitation of Votes
Under Section 228 of the DGCL, in lieu of a meeting, shareholder
action may be taken by written consent of a majority of the
outstanding shares necessary to authorize the transaction. USA
Global Link, Inc. owns 15,750,000 shares of common stock of the
Company, which represents approximately 94.5% of the total number
of outstanding shares of the Company eligible to vote.
Therefore, other than USA Global Link's vote, no vote of any
other shareholder of the Company is required to authorize to
change the name.
The Board of Directors of the Company approved the change of the
name at a meeting on July 14, 2000.
USA Global Link, Inc. is not required to solicit and is not
soliciting votes or consents from any of the Company's other
shareholders.
Recent Transactions
Organization and Corporate History
The Company, founded as Energetics, Inc., was incorporated in the
state of Delaware on August 2, 1982. From inception to January
1, 1995, the Company was engaged in the business of exploration,
development and production of oil and natural gas. The Company
discontinued operations by the loss of its remaining assets and
its three subsidiaries leaving the Company with the debt
reflected in the Company's balance sheet and has since remained
inactive. The Company is considered to have been in the
development stage since January 1, 1995.
In July 1999, Jordan Smith, the sole remaining director of the
Company, appointed John Chymboryk to serve as director and
President of the Company. Mr. Smith subsequently resigned. Since
July, Mr. Chymboryk has been actively involved in moving the
Company forward. In connection with his activities, Mr. Chymboryk
reviewed the historical documents of
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the Company and determined that certain actions were necessary to
position the Company to seek out business opportunities.
In September 1999, the Company entered into an Interim Funding
Agreement with Milagro Holdings, Inc., a Delaware corporation
("Milagro"), in which Milagro agreed to advance funds to the
Company, up to a total of $75,000, in exchange for equity
securities. At December 31, 1999, the Company had received
approximately $60,000 under this agreement. Mr. Chymboryk
determined that the Company's Delaware corporate charter had been
revoked, and was able to reinstate the Company in early November
1999. However, in the interim, another Delaware corporation had
taken the name Energetics, Inc., and Mr. Chymboryk procured the
reinstatement under the current name, ENG Enterprises, Inc.
In addition, the Company's CUSIP number was changed from
292929106 to 268741105, its symbol on the OTCBB was changed form
EJTX to ENEI, it was assigned a new Employer Identification
Number by the IRS, and it changed stock transfer agent from AST
in Colorado to Interwest Stock Transfer Company in Salt Lake
City, Utah. Concurrent with these changes, Mr. Chymboryk was
able to bring the financial information of the Company current,
and engaged counsel to file the Company's periodic reports with
the SEC so that the Company was current in its filings. In
addition, Mr. Chymboryk was instrumental in negotiating
settlements for approximately $2.3 million in outstanding notes
and debt obligations of the Company, and obtaining conversion
agreements for most of the Company's Preferred Stock outstanding.
GOL India Acquisition
On June 12, 2000, the Company entered into an Agreement and Plan
or Reorganization (the "Agreement") with GOL India.com, Inc.
("GOL India") to purchase 100% ownership of GOL India in exchange
for Common Stock of the Company. GOL India, a
Delaware corporation, is part of the Global
Online.com strategy of USA Global Link to build an international
e-commerce meta-hub and was established to provide e-commerce
services and e-business solutions to consumers and businesses in
India and around the world through its wholly-owned subsidiary
GOL India Portal Private Limited ("GOL India Portal"), a New
Delhi-based Indian company, and
Internet access and web hosting services to residential and
business customers through a 49% ownership in GOL India Internet
Service Provider Private Limited ("GOL India ISP"), a New Delhi-
based Indian company incorporated on March 12, 1998. Subject to
approval by the Government of India, the transfer of this 49%
interest in GOL ISP from another wholly owned subsidiary by GOL
India's parent company, USA Global Link, Inc., is expected within
30 days.
GOL India Portal operates the Indian web site "www.GOLIndia.com",
an e-commerce meta-hub providing online services to the Indian
expatriate population around the world in the following
categories: news, chat, Bollywood, e-greetings, tickets, sports,
stocks, auctions, classifieds, yellow and white pages, and jobs.
GOL India ISP received on June 7, 1999 a
"Category A" national ISP licenses issued by the Government of
India. GOL ISP also signed on October 24, 1999 a memorandum of
understanding with Uttar Pradesh Development Systems Corporation
Limited (UPDESCO), a Uttar Pradesh government undertaking, to
provide Internet access, web hosting and other Internet-related
services to the state government of Uttar Pradesh.
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Reference is hereby made to Form 8-K filed July 17, 2000 with the
Securities and Exchange Commission, which includes Exhibit 1, a
copy of the Agreement, Exhibit 2, a copy of the press release
announcing the acquisition, and a reference to financial
statements and pro forma financial information.
The terms of the Agreement include the following:
(A) the Company has acquired 100% of the issued and outstanding
Common Stock of GOL India, making GOL India a wholly owned
subsidiary of the Company. The number of issued and outstanding
Common Stock of GOL India is 1,000,000 with a par value of $0.001
per share; and
(B) in consideration for the acquisition of the above shares,
USA Global Link, Inc., a Delaware corporation and 100% majority
shareholder of GOL India, has been issued 15,750,000 pre-
dividend (47,250,000 post-dividend shares) restricted Common Stock
of the Company, representing 94.5% of the outstanding Common
Stock of the Company.
Board of Directors
As part of the transaction, the former Board of Directors of the
Company has resigned and a new Board of Directors has been
appointed. The new Board of Directors consists of: Christopher W.
Hartnett, Larry Chroman, Lee Fergusson, David Morgan, Marc
Freeman and Prakash Srivastava.
The biographies of the new directors are as follows:
Christopher W. Hartnett, Ph.D. has been the Chairman of GOL
India.com since April 2000, is the founder and Chairman of GOL
India.com and USA Global Link, Inc. Mr. Hartnett has been the
Chairman of the Board of Directors of USA Global Link and its
predecessor since it was founded in 1992, and has been
Chairman of GOL India.com since April 2000. Mr. Hartnett
founded International Gemstone Corporation and International
Gemstone Partners, one of the first limited partnerships for
investment-grade gemstones, and was active in the investment
gemstone industry from 1979 through 1994. From 1983 to 1990,
Mr. Hartnett was a member of the Chicago Mercantile Exchange.
Mr. Hartnett specialized in international currency arbitrage
and futures on the S&P 500 Index. Mr. Hartnett was a founding
member of the International Resale Council of the
Telecommunications Resellers Association, which is responsible
for developing and enforcing sound and ethical business
practices in the international telecommunications industry. In
1997 Mr. Hartnett was chosen to represent the United States
government as a member of the United States delegation to the
International Telecommunication Union in Geneva, Switzerland.
In 1996 he received the Entrepreneur of the Year Award
sponsored by Ernst & Young, USA Today, and the NASDAQ Stock
Market.
Larry Chroman has been the International President of GOL
India.com since April 2000, International President of USA
Global Link since November 1997, and President of USA Global
Link and its predecessor from June 1995 until November 1997.
From 1992 to 1995, Mr. Chroman was Vice President/Investments
at Surya Financial, Inc. and managing partner at Zimmerman
Capital Group, private investment banks. Mr. Chroman was
responsible for
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the consummation of a wide range of investment transactions
involving stock, bond and real estate investments focusing on
start-up technology companies.
Lee Fergusson, Ph.D. has been President and Chief Operating
Officer of GOL India.com since April 2000 and USA Global Link
since March 1999. Prior to assuming his present position, Mr.
Fergusson was Vice President of International Business
Development. Before joining the company in 1996 he specialized
in business and administrative process reengineering and
object-oriented analysis and design for Object Discovery
Corporation, Inc. He has served as a consultant and advisor to
private organizations in Australia, Cambodia, Indonesia, the
Philippines and Thailand. Mr. Fergusson was a Director of the
European Competitive Telecommunications Association (ECTA) and
Chairman of its Internet Committee from 1998 to 1999.
David Morgan has been a Director of GOL India.com since April
2000 and USA Global Link since February 1999. From 1997 until
his retirement in May of 1998, Mr. Morgan held the position of
Chairman of M&G Group, PLC, a leading London-based investment
company. From 1994 to 1997, he held the position of Managing
Director of M&G Group, PLC. From 1990 to 1994 Mr. Morgan
served as Managing Director of M&G Limited. During this time,
he was appointed to the Board of Directors of M&G Group, PLC.
Between 1988 and 1990, he was Director in charge of Pension
Fund Investments for M&G Group, PLC.
Marc Freeman has been President of Special Operations, Office
of the Chairman of USA Global Link since March 2000 prior to
which he was Vice President of Sales from January 1998. Before
joining the company, Mr. Freeman was President of Polardreams
International, an international import and manufacturing
company. From 1984 to 1992, he was President of Tarsha
International, an international consumer products company.
From 1973-1984, Mr. Freeman was with Coffee Imports
International, an international trading firm, holding
positions ranging from sales manager to Vice President
International Sales.
Prakash Srivastava is the Chairman of GOL India Internet
Service Provider Private Limited ("GOL India ISP"), a New
Delhi-based Internet Service Provider and the holder of a
Category "A" national ISP license. As provided in the terms of
the Acquisition, upon a modification of Indian ownership
restrictions, GOL India.com, Inc. will have the right to
purchase the 51% interest in GOL India ISP from an entity
controlled by Mr. Srivastava. Upon consummation of such
transaction, the entity which Mr. Srivastava controls will
succeed to the ownership of approximately 51% of the shares of
the Company which are issued as the consideration for the
acquisition by the Company of all of the issued and
outstanding shares of GOL India.com. Mr. Srivastava resides in
New Delhi, India.
Officers
As part of the transaction, the new Board of Directors appointed
the following executive officers of the Company: Christopher
W. Hartnett, Chairman; Prakash Srivastava, Vice Chairman;
Anthony Santelli, Chief Executive Officer; Larry Chroman,
International President; and Lee Fergusson, President and
Chief Operating Officer.
The biographies of the officers, not included above, are as
follows:
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Anthony (Tony) Santelli has been Chief Executive Officer of
GOL India.com since May 2000, and Executive Vice Chairman of
Global Online since August 1999. From 1997 to 1999, Mr.
Santelli was General Manager, Printing Systems Company for
IBM, responsible for the worldwide P&L of the $2.0 billion
integrated division. Mr. Santelli was directly responsible
for hardware and software development, marketing, direct and
channel sales, manufacturing, service, supplies and
professional services, and he restructured the business from a
"cash cow" business to a growth business that delivers e-
business solutions to the new growth market segments. From
1995 until 1997, Mr. Santelli held the position of General
Manager, Product & Brand Management, IBM Personal Computer
Company, with responsibility for worldwide product
development, marketing and brand management for the ThinkPad
mobile products, IBM's commercial desktop systems and the
after-market business of features and options. In this
position he was accountable for worldwide market share,
customer satisfaction and the P&L performance of these brands
representing $10 billion revenue. From 1995 to 1997, Mr.
Santelli held a variety of senior positions within IBM,
including General Manager-Power Personal Systems Division,
President-IBM Personal Computer Company Products, Vice
President-Entry Systems, IBM Europe, and Vice President-
Consumer Products. Mr. Santelli has attended Syracuse
University, New York University, the International Executive
Management School, Northwestern University, Bergenstock,
Switzerland, and received his BS in Electrical Engineering
from Manhattan College.
Stock Dividend
The new Board of Directors of the Company approved a two hundred
percent (200%) Common Stock dividend on July 14, 2000. The
stock dividend has been approved on a pro-rata basis to all
existing shareholders of the Company as of July 28, 2000
through the issuance of two (2) shares of Common Stock for
each outstanding common share of the Company. This two hundred
percent Common Stock dividend will result in the total number
of outstanding shares of Common Stock in the Company being
50,004,275.
More 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 Notice.
The accompanying Information Statement is for information
purposes only. Please read the accompanying information statement
carefully.
The Company files annual, quarterly and special reports and proxy
statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or
other information the Company files at the SEC's public reference
room at 450 Fifth Street N.W., Washington, D.C. 20549, or on the
SEC's web site, http://www.sec.gov.
You may call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. You may also obtain copies of the
filings of the Company has made with SEC directly from the
Company by requesting them in writing or by telephone at the
following address:
Company:
ENG Enterprises, Inc.
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50 North Third Street
Fairfield, Iowa 52556
Tel. 515-472-1550
Payment of Expenses
The payment of expenses related to the preparation and filing of
this Information Statement has been made by the Company.
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