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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
NATIONAL AIR CORPORATION
------------------------------------------------
(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 14-c-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: __________________________________________________________
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NATIONAL AIR CORPORATION
701 N. POST OAK RD., SUITE 350
HOUSTON, TEXAS 77024
July 12, 1999
Dear Stockholders:
The board of directors of National Air Corporation has approved amending
and restating the company's Articles of Incorporation.
The holders of more than 50% of the outstanding shares of common stock of
the company have also approved the foregoing actions by written consent.
Pursuant to the provisions of Nevada law and the company's Articles of
Incorporation, as amended, the holders of at least a majority of the outstanding
voting shares are permitted to approve the Amended and Restated Articles of
Incorporation by written consent in lieu of a meeting, provided that prompt
notice of such actions are given to the other stockholders. Pursuant to the
rules and regulations promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, an information statement
must be sent to the holders of the voting stock who do not sign the written
consent at least twenty days prior to the effective date of the action. This
notice, which is being sent to all the holders of record as of June 30, 1999, is
intended to serve as such notice under Nevada law and as the information
statement required by the Exchange Act.
PLEASE NOTE THAT YOU ARE NOT BEING ASKED TO SEND A PROXY, AND YOU ARE
REQUESTED NOT TO SEND ONE.
Sincerely yours,
/s/ Marc I. Berens
Marc I. Berens
Chairman of the Board and
President
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NATIONAL AIR CORPORATION
701 N. POST OAK RD., SUITE 350
HOUSTON, TEXAS 77024
Notice of Action by Written Consent of Stockholders
TO THE STOCKHOLDERS OF NATIONAL AIR CORPORATION:
Notice is hereby given that the holders of more than 50% of the outstanding
shares of common stock of the company have agreed to take action by written
consent of the stockholders to approve the following:
adoption of the Amended and Restated Articles of Incorporation, in the form
of Exhibit "A" hereto, to the Company's current Articles of Incorporation,
as amended, to change, among other items, the following:
. name of the company from National Air Corporation to Berens
Industries, Inc.;
. number of authorized shares of Company's common stock from 20,000,000,
par value $.001 to 50,000,000, par value $.001; and
. number of authorized shares of Company's preferred stock from
1,000,000 Class A, par value $.25 and 1,000,000 Class B, par value
$.10 to 10,000,000, par value $.001.
The foregoing action is more fully described in the information statement
accompanying this notice. The date of June 30, 1999 has been fixed for the
determination of stockholders entitled to notice of the taking of such action by
written consent of the stockholders. The actions are expected to be effective on
or about August 2, 1999.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Marc I. Berens
Marc I. Berens
Chairman
July 12, 1999
Houston, Texas
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NATIONAL AIR CORPORATION
701 N. POST OAK RD., SUITE 350
HOUSTON, TEXAS 77024
JULY 12, 1999
INFORMATION STATEMENT
This Information Statement is being mailed to the stockholders of National
Air Corporation (hereinafter referred to as "Company" or "Corporation") on or
about July 12, 1999, in connection with the previous approval by the board of
directors of the Company of the corporate actions referred to below and their
subsequent adoption by the majority of the stockholders of the Company by
written consent without a meeting as provided by Nevada law. Accordingly, all
necessary corporate approvals in connection with the matters referred to herein
have been obtained, and this Information Statement is furnished solely for the
purpose of informing stockholders, in the manner required under the Securities
Exchange Act of 1934, as amended, of these corporate actions before they take
effect. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
ACTIONS TAKEN
The Company, as authorized by the necessary approvals of the board of
directors and a majority of the Company's stockholders, have approved the
following actions:
adoption of the Amended and Restated Articles of Incorporation, in the form
of Exhibit "A" hereto, to the Company's current Articles of Incorporation,
as amended, to change, among other items, the following:
. the name of the company from National Air Corporation to Berens
Industries, Inc.;
. the number of authorized shares of Company's common stock from
20,000,000, par value $.001 to 50,000,000, par value $.001; and
. the number of authorized shares of Company's preferred stock from
1,000,000 Class A, par value $.25 and 1,000,000 Class B, par value
$.10 to 10,000,000, par value $.001.
The majority stockholders' consent with respect to the Amendment, will take
effect 20 days after the mailing of this Information Statement or on such other
date as may be specified by the board of directors. A summary of each of these
matters is set forth herein.
ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
Of the 4,500,000 shares of the Company's common stock currently
outstanding, 2,700,000 shares approved the action by written consent to amend
and restate the Company's Articles of Incorporation.
Effective June 15, 1999, the Company acquired all of the issued and
outstanding shares of capital stock of Berensgallery.com, Inc., a Nevada
corporation ("Subsidiary"). In connection with such acquisition, the Company
issued an aggregate of 2,900,000 shares of authorized but unissued common stock,
$0.001 par value, to the shareholders of Subsidiary ("Shareholders"). The
Shareholders exchanged an aggregate of 2,900,000 shares of Subsidiary common
stock for the 2,900,000 shares of Company common stock. Currently therewith,
the Company issued 862,495 shares of common stock to certain consultants, for
services rendered pursuant to Regulation D of the Securities Act of 1933.
In connection with the reorganization, Nick Lovato, Kirsten Lovato and
Jeffrey Jenson resigned as directors and officers and were replaced by the
following: Marc I. Berens, Director, President, and Chief Executive Officer;
Yolana S. Berens, Director; and William Ranshaw, Director. These persons will
hold office until the next respective
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annual meeting of the stockholders and directors or until their respective
successors have been elected and qualified or their prior resignations or
terminations.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's common stock as of June 30, 1999 to show
(i) each person known by the Company to beneficially own more than 5% of the
outstanding shares of Common stock, (ii) each of the Company's directors, (iii)
each of the named executive officers, and (iv) all directors and executive
officers of the Company as a group. The Company believes that the beneficial
owners of the Common Stock listed below, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to such community property law where applicable.
NAME OF BENEFICIAL SHARES BENEFICIALLY PERCENTAGE OF SHARES
OWNER OWNED BENEFICIALLY OWNED
Yolana Berens/(1)/ 2,563,000 57.0%
William Ranshaw/(1)/ 35,000 *
Marc I. Berens/(1)/ - *
Debra Tritt/(1)/ 25,000 *
Stephanie Gustafson/(1)/ 25,000 *
Eurotrade Securities, S.A./(2)/ 250,000 5.6%
Jenson Services/(3)/ 669,923 14.9%
All Directors and Officers as a 2,598,000 57.7%
Group (5 persons)/(4)/
* Owns less than 1% of common stock outstanding
----------------------
(1) The business address of each individual is the same as the address of the
company's principal executive offices.
(2) The business address of Eurotrade Securities, S.A. is 3/rd/ Floor Genesis
Building, Georgetown, Grand Cayman, Cayman Islands, B.W.I.
(3) Includes 12,000 shares held by Jeff D. Jenson, the Vice President and
Director of Jenson Services. The address of Jenson Services is 5525 S. 900
E. #110, Salt Lake City, Utah 84117.
(4) Includes Mark Berens, Yolana Berens, William Ranshaw, Debra Tritt, and
Stephanie Gustafson.
----------------------
To the best of the Company's knowledge, there are no known arrangements
which may at a subsequent date result in a subsequent change in control of the
Company.
CHANGE OF CORPORATE NAME
The board of directors and majority stockholders of the Company adopted a
resolution setting forth Amendments to the Company's Articles of Incorporation.
The Amended and Restated Articles of Incorporation will be effective when filed
with the Secretary of State of Nevada and will amend Article I of the Company's
Articles of Incorporation to read as follows:
"The name of the corporation shall be Berens Industries, Inc."
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Upon the effective date of the name change, the trading symbol for the common
stock on the OTC Electronic Bulletin Board will also be changed to more
accurately reflect the new name. Stock certificates representing the Company's
common stock issued prior to the effective date of the change in the corporate
name to "Berens Industries, Inc." will continue to represent the same number of
shares, remain authentic, and will not be required to be returned to the
Company or its transfer agent for reissuance. New stock certificates issued
upon transfer of shares of common stock after the name change will bear the name
"Berens Industries, Inc." Delivery of existing stock certificates will continue
to be accepted in a sale transaction made by a shareholder after the corporate
name is changed.
CHANGE IN NUMBER OF SHARES AUTHORIZED
The board of directors and majority shareholders of the Company adopted a
resolution changing the Company's capitalization. The company changed the
number of shares of common stock authorized from 20,000,000 shares, par value
$.001 to 50,000,000 shares, par value $.001. Also, the Company amended the
authorized number of shares of preferred stock from 1,000,000 shares Class A,
par value $.25 and 1,000,000 Class B, par value $.10 to 10,000,000, par value
$.001. The Company believes the increase in capital stock is essential for the
future growth of the Company.
Below are descriptions of the Company's common stock and preferred stock.
Common Stock. The holders of shares of common stock are entitled to one vote per
share on each matter submitted to a vote of stockholders. In the event of
liquidation, holders of common stock are entitled to share ratably in the
distribution of assets remaining after payment of liabilities, if any. Holders
of common stock have no cumulative voting rights, and, accordingly, the holders
of a majority of the outstanding shares have the ability to elect all of the
directors. Holders of common stock have no preemptive or other rights to
subscribe for shares. Holders of common stock are entitled to such dividends as
may be declared by the board of directors out of legally available funds. The
outstanding common stock is, and the common stock to be outstanding upon
completion of this offering will be, validly issued, fully paid and non-
assessable.
Preferred Stock. The Company's board of directors has the authority to issue up
to 10,000,000 shares of preferred stock without any further vote or action by
the stockholders, and to determine the price, rights, preferences, privileges
and restrictions, including voting rights of those shares. Since the preferred
stock could be issued with voting, liquidation, dividend and other rights
superior to those of the common stock, the rights of the holders of common stock
will be subject to, and may be adversely affected by, the rights of the holders
of preferred stock. The issuance of preferred stock could make it more difficult
for a third party to acquire a majority of our outstanding voting stock.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Marc I. Berens
Marc I. Berens,
President & Chief Executive Officer
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APPENDIX A
RESTATED ARTICLES OF INCORPORATION
OF NATIONAL AIR CORPORATION
National Air Corporation, pursuant to Sections 78.390 and 78.403 of the
Nevada Revised Statutes, adopts this Amended and Restated Articles of
Incorporation. The following Amended and Restated Articles of Incorporation was
adopted by unanimous consent of the Board of Directors pursuant to Section
78.315 of the Nevada Revised Statutes and by Consent of Majority Stockholders
pursuant to Section 78.320 of the Nevada Revised Statutes.
The following Amended and Restated Articles of Incorporation amends the
original Articles of Incorporation in its entirety, as follows:
ARTICLE I.
The name of the corporation shall be Berens Industries, Inc. (hereinafter
called the "Corporation").
ARTICLE II.
The total number of shares of stock that the Corporation shall have
authority to issue is 60,000,000, consisting of 50,000,000 shares of common
stock, par value $.001 per share ("Common Stock"), and 10,000,000 shares of
preferred stock par value $.001 per share ("Preferred Stock").
Shares of Preferred Stock of the Corporation may be issued from time to
time in one or more series, each of which shall have such distinctive
designation or title as shall be determined by the Board of Directors of the
Corporation ("Board of Directors") prior to the issuance of any shares thereof.
Preferred Stock shall have such voting powers, full or limited, or no voting
powers, and such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions thereof, as
shall be stated in such resolution or resolutions providing for the issue of
such class or series of Preferred Stock as may be adopted from time to time by
the Board of Directors prior to the issuance of any shares thereof. The number
of authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the voting power of all the then outstanding shares
of the capital stock of the corporation entitled to vote generally in the
election of the directors (the "Voting Stock"), voting together as a single
class, without a separate vote of the holders of the Preferred Stock, or any
series thereof, unless a vote of any such holders is required pursuant to any
Preferred Stock Designation.
ARTICLE III.
The nature of the business of the Corporation and the objects or the
purposes to be transacted, promoted, or carried on by it are as follows:
To engage in any lawful activity for which Corporations may be incorporated
under the Nevada General Corporation Law.
ARTICLE IV.
No fully paid shares of any class of stock of the Corporation shall be
subject to any further call or assessment in any manner or for any cause. The
good faith determination of the Board of Directors of the Corporation shall be
final as to the value received in consideration of the issuance of fully paid
shares.
ARTICLE V.
The Corporation shall have perpetual existence.
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ARTICLE VI.
The holders of a majority of the outstanding shares of stock which have
voting power shall constitute a quorum at a meeting of stockholders for the
transaction of any business unless the action to be taken at the meeting shall
require a greater proportion.
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to fix the amount to be reserved
as working capital over and above its paid-in capital stock, and to authorize
and cause to be executed, mortgages and liens upon the real and personal
property of the Corporation.
ARTICLE VII.
The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by the Nevada General Corporation
Law, as the same may be amended and supplemented.
ARTICLE VIII.
The Corporation shall, to the fullest extent permitted by the Nevada
General Corporation Law, as the same may be amended and supplemented, indemnify
any an all persons whom it shall have power to indemnify under said Law from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said Law, and the indemnification provided for herein shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
ARTICLE IX.
The Corporation reserves the right to amend, alter, change, or repeal any
provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
ARTICLE X.
Shareholders of the Corporation shall not have cumulative voting rights nor
preemptive rights.
ARTICLE XI
Special meetings of the stockholders of the Corporation for any purpose or
purposes may only be called at any time by the Board of Directors or a committee
thereof, the Chairman of the Board, or the President.
Signed this ___ day of August, 1999.
NATIONAL AIR CORPORATION
By:_______________________________________
Name: Marc I. Berens
Title: President
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