SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 14f
NOTICE OF ARRANGEMENT REGARDING ELECTION OF DIRECTORS
WITHOUT A MEETING
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Pursuant to Section 14(f) of the Securities Exchange Act of 1934
Date of Designation: 10 days after the date of filing of this
Notice and transmittal thereof to the Registrant's shareholders.
Commission File Number: 0-13313
TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Colorado 36-3296861
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State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
c/o 10200 W. 44th Ave., #400, Wheat Ridge, CO 80033
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(Address of principal Executive Offices Zip Code)
Registrant's telephone number, including area code:(303) 422-8127
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Shares Outstanding
As of October 28, 1997, there were 41,733,000 voting shares of the Registrant's
no par value common stock outstanding, its only class of voting securities, each
share entitling the holder thereof to one vote.
Security Ownership of Certain Beneficial Owners and Management
As of October 29, 1997, the following persons were known by the Registrant to
own or control beneficially more than five percent of its outstanding no par
value common stock, its only class of voting stock. The table below also sets
forth the total number of shares of the Registrant's outstanding voting stock
owned by its officers and directors and by persons designated to become
directors:
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Name and Address of Number of Shares Owned Percent of
Beneficial Owner Beneficially and of Record Class
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Treleven, Ltd. 30,636,000 73%
Belair
21 Middle Road
Warwick, Bermuda
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Changes in Control of Registrant
By a contract dated August 28, 1997 between Treleven Limited ("TL") and
Exchange Place Partners LLC ("EPP"), TL agreed to acquire 30,636,000 common
shares in TSI, and completed the acquisition as of October 19, 1997.
Legal Proceedings
No current director or future director, officer, or affiliate of the
Registrant, five percent holder of any class of voting securities of the
Registrant, nor any associate of the above, is a party adverse to the Registrant
or has a material interest adverse to the Registrant.
Management
The current Management of the Company is Robert Kropf as President and
Keith Shwayder as a Director.
Identification of Directors to be appointed without shareholder meeting
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Upon consummation of the GST transaction, but in no event sooner than ten
days after the filing of this Form and Notice to shareholders, the present
Directors of the Company, will resign.
The persons nominated to be directors of the Registrant, and their ages,
are as follows:
Name Age
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David Innes 63
Marshall Kaye 73
There is at this time no formal arrangement for the appointment of persons
as executive officers of the Registrant following the appointment of the above
individuals as directors of the Registrant. It is expected, however, David Innes
will be appointed as President and Marshall Kaye, as secretary at the first
meeting of the Board of Directors following the appointment of new directors.
Business Experience
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The following is a brief account of the business experience during at least
the past five years of the persons designated to be new directors of the
Registrant, indicating the principal occupation and employment during that
period by each, and the name and principal business of the organizations by
which they were employed.
David Innes, age 63, is a fellow of the Institute of Chartered Accountants
in England and Wales. He qualified in 1957. He was a director of ABACA Group,
PLC from 1990-1992. From 1992 until 1996, he orchestrated and co-managed the
privatization of Elit Ruhagyar Rt, a Hungarian clothing manufacturer. He is the
Chairman of his own management consultant company, AKS Management Services, Ltd.
since 1975. He has been Director and Chief Executive of GS Telecom Ltd. since
June, 1997.
Marshall Kaye, age 73, obtained a degree in Physics in 1943 and studied
toward a further degree in Economics at Oxford University. Mr. Kaye has been the
Chairman of Cadmus Newsletters, Ltd. in England, publishers of Parliamentary and
European government specialized newsletters from 1987 to present. He has been
Chairman of Rodney Deitch Associates (England) since 1987, a government
relations consultant. In 1995, Mr. Kaye became Chairman of Advanced Valve
Technologies in England, a composite value manufacturer. From 1985 to 1991 he
was Chairman of G.H. Zeal, Ltd. in England, a manufacturer of thermometers and
scientific instruments.
No appointee for a director position has been the subject of any civil
regulatory proceeding or any criminal proceeding.
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Transactions with Management and Others
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There were no transactions or series of transactions during the
Registrant's last fiscal year or the current fiscal year, or any currently
proposed transactions or series of transactions of the remainder of the fiscal
year, in which the amount involved exceeds $60,000 and in which to the knowledge
of the Registrant, any director, executive officer, nominee, future director,
five percent shareholder, or any member of the immediate family of the foregoing
persons, have or will have a direct or indirect material interest except as set
forth below. In addition, none of the foregoing persons have been indebted to
the Registrant during such periods in an amount exceeding $60,000.
On October 28, 1997, the Company entered into an agreement to acquire GS
Telecom, Ltd. for a note for $150,000 convertible to fifteen million
(15,000,000) common shares (post reverse split).
Shares will be issued to the following shareholders who will own 5% or more
of total shares on consummation of the GST purchase and the conversion of the
loan note issued as consideration for GST.
GST Shareholders Number of Percentage
Shares in TSI
on conversion
of Loan Note
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David George Innes 1,162,599 7.6%
Flat 3 Whitehall
9-11 Bloomsbury Square
London WC2A 1LP
Raehill Investments Limited 989,446 6.5%
Seaton House Seaton Place
St. Helier Jersey JE1 1BG
Channel Islands
C.C.S. Directors Limited 4,551,451 29.8%
Akara Building 24 de Castro Street
Wickhams Cay 1 PO Box 3136
Road Town Tortola BVI
C.C.S. Secretaries Limited 4,002,309 26.2%
Akara Building 24 de Castro Street
Wickhams Cay 1 PO Box 3136
Road Town Tortola BVI
C.C.S. Corporate Services Limited 3,007,916 19.7%
Akara Building 24 de Castro Street
Wickhams Cay 1 PO Box 3136
Road Town Tortola BVI
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Committees of the Board of Directors
The Registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing similar
functions, nor does it propose to have the same following the appointment of the
new directors.
Meetings of the Board of Directors
There were irregular meetings of the Registrant's Board of Directors during
the current fiscal year, or during the past fiscal year, as necessary for the
reorganization and restructuring to facilitate an acquisition.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
During the Registrant's past fiscal year, and the current fiscal year, no
executive officer of the Registrant received cash compensation other than
reimbursement for expenses incurred on behalf of the Registrant, no compensation
was paid pursuant to a plan, no other type of compensation was paid, no director
received compensation, and no termination of employment and change of control
arrangements were implemented other than those set forth herein.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Notice to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: November 4, 1997 Teleconferencing Systems
International, Inc.
by: /s/ Robert Kropf
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Robert Kropf, President
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