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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
FIRST COLONIAL VENTURES, LTD.
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(Name of Registrant As Specified in Its Charter)
Payment of Filing Fee:
(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:
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(2) Aggregate number of shares of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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( ) 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 previous filing by registration statement
number, or the Form or Schedule and the date of filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party
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(4) Date Filed
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INFORMATION STATEMENT
INTRODUCTION
This Information Statement is furnished by the Board of Directors of First
Colonial Ventures, Ltd. (the "Company") in connection with (i) the agenda
referred to in the notice of special meeting of shareholders (ii) the
election of directors, and pursuant to the written consent of the Board of
Directors. This Information Statement and enclosed materials are being sent
on or before the close of business on June 18, 1999, to stock holders of
record as of that date. On March 11, 1999, the Board of Directors approved
the above action. The shareholders will vote on the resolutions
individually, as submitted by the Board of Directors; will elect directors;
and transact any other business that is properly presented to the meeting.
The Company will cause the resolutions and the election of the directors to
become effective immediately after the meeting.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
The information included herein should be reviewed in conjunction with the
financial statements, notes to financial statements, auditors report and
other information included in the Company's 1997 Annual Report on Form 10-KSB
that is being mailed with this Information Statement to all stockholders.
OUTSTANDING SECURITIES AND VOTING RIGHTS
As of the Record date, there were issued and outstanding 15,516,263 shares of
the Company's Common Stock, $.001 par value and no shares of the Company's no
par value Preferred Stock, (collectively the "Voting Securities"), for the
purpose of determining stockholders entitled to receive this Information
Statement.
Each holder of voting securities present at the meeting will be entitled to
one vote for each share of voting securities in his name or provided to him
by proxy. If you are not able to attend the meeting but wish to have your
shares voted you may provide your proxy to any non-management person of your
choice. Copies of such proxies should be submitted to the Secretary of the
Company prior to the meeting.
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ELECTION OF DIRECTORS
INFORMATION CONCERNING NOMINEES
The Bylaws of the Company authorize the Board of Directors to fix the number
of directors up to a maximum of nine (9). The Board of Directors has
currently fixed the number of directors at five (5) and nominated two (2) of
the incumbent directors for re-election to the Board. Kenneth Owen,
President of Communications 2000 (d.b.a The Telephone Equipment Company) has
consented to serve as a director, if elected. The independent directors'
positions will be eliminated with the termination of the Company's status as
a Business Development Company. If that resolution is not passed then 60% of
the directors elected will need to be independent. Each director will be
elected to hold office until the next annual meeting of stockholders and
until his successor has been duly elected and qualified.
Of the three (3) nominees for election to the Board of Directors two (2) are
members of the current Board of Directors. Each of the nominees has
consented to be named in this Information Statement and has consented to
serve as a director. However, should any nominee named herein for the office
of director become unable or unwilling to accept nomination or election, the
Board of Directors may recommend and nominate another person in the place and
stead of such person. The Board of Directors has no reason to believe that
any substitute nominee will be required.
MURRAY W. GOLDENBERG, age 59 has been Secretary, Treasurer and a director of
the Company since September 1, 1987, and President of the Company since
October 1, 1988. Mr. Goldenberg has been a financial consultant to numerous
troubled companies in various industries, including the garment and heavy
equipment manufacturing industries. Mr. Goldenberg was as a trustee in
bankruptcy and was a Chartered Accountant Licensed under the laws of Canada
and the Province of Manitoba. He has been included, along with several other
individuals, in an indictment from the United States District Court.
Southern District of New York, alleging conspiracy, securities fraud and
wirefraud. Mr. Goldenberg denies the allegations and believes that the
charges are without merit.
LESLIE I. HANDLER, age 61 has been a Director of the company since August 27,
1991. From 1988 to 1992, Mr. Handler was President of Far West Commercial
Finance Company, Los Angeles, California, the asset-based lending subsidiary
of Far West Federal Bank, Portland, Oregon. Mr. Handler is an experienced
senior manager with more that 30 years of experience with asset-based lending
organizations. Since 1993, Mr. Handler has been a consultant to the banking
industry.
KENNETH OWEN, age 34 is presently President of Communications 2000 and was
Vice-President of Southern California Telephone, and President of Doorgate
Corporation.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the annual cash and non-cash compensation paid
by the company for services rendered by all officers and directors for the
fiscal years ended December 31, 1994, 1995, 1996, 1997 and 1998.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
PRINCIPAL ANNUAL ALL OTHER
POSITION YEAR COMPENSATION (4) COMPENSATION (3)
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<S> <C> <C> <C>
MURRAY W. GOLDENBERG 1998 $ 165,000
1997 $ 165,000
1996 $ 165,000 (1)
1995 $ 162,000
1994 $ 132,500
LESLIE I. HANDLER 1998 -
1997 -
1996 - (2)
1995 -
1994 -
</TABLE>
(1) During the year ended December 31, 1994, Mr. Goldenberg and his family
were issued 1,400,511 shares of the Company's common stock valued at $ .001
per share in exchange for the issuance of their continuing personal guarantee
and the hypothecation of their residence for CRI's bank line of credit.
(2) During the year ended December 31, 1994, Mr. Leslie I. Handler and his
family were issued 1,400,511 shares of the Company's common stock valued at
$.001 per share in exchange for the issuance of their continuing personal
guarantee and the hypothecation of their residence for CRI's bank line of
credit.
(3) No compensation or benefit of any kind other than detailed in (4) below
was paid to any director for services rendered in that capacity.
(4) The remuneration described above does not include the cost to the
company of premiums for health insurance provided as a benefit to the two
directors listed.
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EMPLOYMENT AGREEMENTS
In 1993, the Company entered into a three-year Employment Agreement with Mr.
Murray W. Goldenberg who serves as President, Treasurer and Secretary of the
Company. The initial term of the Employment Agreement expired in 1996;
however, the Company has renewed the Agreement each year thereafter on the
same terms and conditions.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information as of March 31, 1999 concerning
shares of the company's voting securities beneficially owned by i) each
stockholder know by the Company to be the beneficial owner of more than 5% of
the Company's outstanding voting securities and ii) all officers and
directors of the Company as a group.
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF PERCENT
OF OF BENEFICIAL BENEFICIAL OF
CLASS OWNER OWNERSHIP CLASS
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<S> <C> <C> <C>
Common Stock First Capital Services, Inc. 2,250,000 14.79%
2300 Glades Road
Boca Raton, FL
Common Stock Murray W. Goldenberg 23,707 (1) *
8515 Falmouth, Ste 315
Playa Del Rey, CA
Common Stock Leslie I. Handler 39,470 *
1108 Via Zumaya
Palos Verdes, CA 90274
Common Stock Douglas Pearson 0 0
19 Promence Point S.W.
Calgary Alberta, Canada T3H 3E8
All Officers and directors 63,177 *
as as a group (3 Directors)
</TABLE>
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* Less than 1%
1) This does not include 30,000 shares owned by Mr. Goldenberg's adult
children or 53,595 shares owned by Patricia Goldenberg, Mr. Goldenberg's
wife. Mr. Goldenberg has no voting control over these shares and disclaims
any beneficial ownership.
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ANNUAL REPORT
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING FINANCIAL STATEMENTS AND NOTES
THERETO, IS BEING MAILED TO EACH STOCKHOLDER TOGETHER WITH THIS INFORMATION
STATEMENT. ADDITIONAL COPIES OF THE ANNUAL REPORT MAY BE OBTAINED BY
STOCKHOLDERS WITHOUT CHARGE BY WRITING TO THE COMPANY AT THE ADDRESS OF THE
COMPANY SET FORTH ON THE COVER OF THIS INFORMATION STATEMENT.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and certain of its officers and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors and greater than 10%
stockholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Form 5's were
required for those persons, the Company believes that during the year ended
December 31, 1997, all filings requirements applicable to its offers,
directors and greater than 10% beneficial owners were complied with during
the fiscal year.
OTHER BUSINESS
No further business will be transacted at the shareholders' meeting.
COST OF INFORMATION STATEMENT
This Information Statement has been prepared by the Company and its Board of
Directors, and the Company will bear the costs of distributing this
Information Statement to stockholders, including the expense of preparing,
assembling, printing, and mailing the Information Statement and attached
materials. Although there is no formal agreement to do so, the Company may
reimburse banks, brokerage houses, and other custodians, moninees and
fiduciaries for their reasonable expenses in forwarding this Information
Statement and related materials to stockholders. The Company may pay for and
use the services of other individuals or companies not regularly employed by
the Company in connection with the distribution of this Information Statement
if the Board of Directors of the Company determines that this is advisable.
BY THE ORDER OF THE BOARD OF DIRECTORS
MURRAY W. GOLDENBERG
CHAIRMAN OF THE BOARD
