RULE 14F-1
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
INFORMATION PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
ENG Enterprises, Inc.
6337 South Highland Drive #130
Salt Lake City, Utah 84121
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
June 22, 2000
This report is furnished by the Board of Directors of
ENG Enterprises, Inc., (formerly known as Energetics, Inc.),
a Delaware corporation (the "Company") to the holders of
Common Stock, $.01 par value per share, of the Company (the
"Common Stock") in connection with the proposed acquisition
by ENG Enterprises, Inc. of GOL India.com, Inc. (the
"Acquisition"). As a condition of the Acquisition, the
following persons will be appointed by the present board
members to serve on the board of directors of the company:
Christopher W. Hartnett, Larry Chroman, Lee Fergusson, David
Morgan, Marc Freeman, Prakash Srivastava. These appointees
will constitute the board of directors following the
Acquisition.
This information 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 report.
This report is first being transmitted to shareholders
of record on or about June 22, 2000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of the date of this report, there are 473,847 shares
of common stock outstanding. Each share of common stock is
entitled to 1 vote. There are 2,619 shares issued and
outstanding in two classes of convertible preferred stock:
2,562 shares of Class "A" preferred stock convertible into
80,062 shares of common stock and 57 shares of Class "B"
preferred stock that are convertible into 1,425 shares of
common stock. Each share of convertible preferred stock is
entitled to 1 vote. The following table sets forth as of
April 3, 2000, the name and the number of shares of the
Company's Common Stock held of record or beneficially by
each person who held of record, or was known by the Company
to own beneficially, more than 5% of the issued and
outstanding shares of the Company's Common Stock, and the
name and shareholdings of each director and of all officers
and directors as a group.
Security Ownership of Certain Beneficial Owners
-----------------------------------------------
Title
of Name and Address Amount and Nature of Percentage
Class Beneficial Owner Beneficial Ownership(1) of Class
----- ---------------- -------------------- ----------
Common Jordan R. Smith D 23,328 4.92
13111 E. Briarwood Ave, #300 I 60,533 (2) 12.77
Englewood, CO 80112
Common Marsha Smith D 37,195 7.85
7000 East Quincy Ave., #F416 I 23,328 (3) 4.92
Denver, CO 80237
Common Robert L. Mehl D 9,967 2.10
13111 E. Briarwood Ave, #300 I 52,347 (4) 11.05
Englewood, CO 80112
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Common Milagro Holdings, Inc. D 120,000 25.32
57 West 200 South, #310
Salt Lake City, UT 84111
Common Capital Holdings, LLC I 146,167 (5) 30.83
6337 S. Highland Dr., #130
Salt Lake City, UT 84121
Security Ownership of Management of the Company
-----------------------------------------------
Title
of Name and Position of Amount and Nature of Percentage
Class Officer and/or Director Beneficial Ownership(1) of Class
----- ----------------------- -------------------- ----------
Common John Chymboryk, President 0 0
Common Shauna Chymboryk, Secretary 0 0
---------------
All Officers and Directors
as a Group (2 persons) 0 0
========== =====
(1) Indirect and Direct ownership are referenced by an "I" or "D",
respectively. All shares owned directly are owned beneficially
and of record and such shareholder has sole voting, investment, and
dispositive power, unless otherwise noted.
(2) Represents 37,195 shares held of record by Marsha S.
Smith, the spouse of Jordan R. Smith, and 23,337 shares held of
record by the Jordan Smith Trust, of which Mr. Smith is trustee,
all of which shares may be deemed to be beneficially owned by Jordan Smith.
(3) Represents shares held of record by Jordan Smith, spouse
of Marsha Smith, which shares may be deemed to be beneficially owned by
Marsha Smith.
(4) Represents shares held of record by the Mehl Family Limited Partnership,
of which Mr. Mehl may be deemed to be the beneficial owner.
(5) Represents shares for which Capital Holdings, LLC, holds
voting only proxies which expire January 7, 2001.
NO CHANGE IN CONTROL
Since the beginning of the Company's current fiscal
year there has been no change of control of the Company.
The Acquisition will cause a change of control, and a Form
8(K) will be filed shortly after consummation of the
Acquisition.
DIRECTORS AND OFFICERS
PRESENT OFFICERS AND DIRECTORS. None of the company's
current officers and directors receive any compensation for
their services. The board of directors has not established
any standing committees or subcommittees. After the
Acquisition, it is intended that an Audit Committee and
Compensation Committee of the board of directors will be
appointed.
Name Age Position Director or Officer Since
---- --- -------- -------------------------
John Chymboryk 45 President, Chairman
and Director From June 1999
Shauna Chymboryk 42 Secretary and Director From February 2000
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NOMINEES. The following persons will be appointed to
serve as directors of the Company upon consummation of the
Acquisition pursuant to the Company's Bylaws. Under the
Bylaws no shareholder approval is required.
Christopher W. Hartnett
Larry Chroman
Lee Fergusson
David Morgan
Marc Freeman
Prakash Srivastava
Background information on each of the Nominees is as
follows:
Christopher W. Hartnett, Ph.D., 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 Finacial, Inc.
and managing partner at Zimmerman Capital Group,
private investment banks. Mr. Chroman was responsible
for 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.
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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 a New Delhi-based
private limited Internet Service Provider, which has
applied to change its name to GOL India ISP private
Limited, and the holder of a Category "A" national ISP
license. GOL India.com owns a 49% interest in GOL India
ISP Private Limited. 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 Private
Limited 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.
Following the Acquisition, John Chymboryk and Shauna
Chymboryk are expected to resign as officers and directors of ENG
Enterprises, Inc.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange act of 1934,
as amended (the "Exchange Act"), requires the Company's
directors and executive officers, and persons who own more
than 10% of the Common Stock, to file with the Securities
and Exchange Commission (the "SEC") initial reports of
beneficial ownership ("Forms 3") and reports of changes in
beneficial ownership of Common Stock and other equity
securities of the Company ("Forms 4"). Officers, directors,
and greater than 10% shareholders of the Company are
required by SEC regulations to furnish to the company copies
of all Section 16(a) reports that they file. To the
Company's knowledge, based solely on a review of the copies
of such reports furnished to the Company, all Section 16(a)
filing requirements applicable to its officers, directors,
and greater than 10% beneficial owners were complied with
for the year ended December 31, 1999. The new directors and
officers of the Company intend to comply with the
requirements of Section 16(a).
ENG Enterprises, Inc.
By Order of the Board of Directors
By: /s/ John Chymboryk
President
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