<PAGE>
SCHEDULE 14C
(RULE 14C-101)
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
/ / Preliminarily Information Statement
/X/ Definitive Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d) (2))
NOUVEAU INTERNATIONAL, INC.
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii) or 14c-5(g).
/ / 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 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/X/ 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:
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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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NOUVEAU INTERNATIONAL, INC.
221 PHILLIPS ROAD
EXTON, PENNSYLVANIA 19341
------------------------
TO THE STOCKHOLDERS OF NOUVEAU INTERNATIONAL, INC.
Nouveau International, Inc. (the "Company") has obtained the written consent
of certain of its stockholders of record as of September 6, 1996 to approve an
amendment to the Company's Certificate of Incorporation increasing the
authorized number of shares of the Company's Preferred Stock, par value $0.001
per share (the "Preferred Stock"), from 1,000,000 shares to 3,000,000 shares.
This amendment has been approved by the Company's Board of Directors, the
holders of more than a majority of shares of Common Stock outstanding, and the
holders of more than a majority of the shares of Series A 4% Cumulative
Convertible Redeemable Preferred Stock outstanding. Your consent is not required
and is not being solicited in connection with this action. Pursuant to Section
228 of the Delaware General Corporation Law, you are hereby being provided with
notice of the approval by less than unanimous written consent of the Company's
stockholders of the amendment to the Company's Certificate of Incorporation.
Pursuant to the Securities Exchange Act of 1934, as amended, you are being
furnished an information statement relating to this action with this letter.
By order of the Board of Directors
/s/ FREDERICK W. JOHNSON
-------------------------------
Frederick W. Johnson
Corporate Secretary
October 30, 1996
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NOUVEAU INTERNATIONAL, INC.
------------------------
INFORMATION STATEMENT
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This Information Statement is furnished to the stockholders of Nouveau
International, Inc. (the "Company") in connection with the taking of action by
written consent of the holders of a majority of the outstanding shares of Common
Stock, par value $0.001 per share (the "Common Stock"), and the holders of a
majority of the outstanding shares of Series A 4% Cumulative Convertible
Redeemable Preferred Stock, par value $0.001 per share, (the "Series A Preferred
Stock"), of the Company approving an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of Preferred Stock from
1,000,000 shares to 3,000,000 shares (the "Amendment").
THE APPROXIMATE DATE ON WHICH THIS INFORMATION STATEMENT IS FIRST BEING SENT
OR GIVEN TO STOCKHOLDERS IS OCTOBER 31, 1996.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the corporation with the Securities and
Exchange Commission pursuant to the Exchange Act are incorporated by reference
herein:
1. Annual Report on Form 10-KSB/A-2, filed July 26, 1996
2. Quarterly Report on Form 10-QSB/A, filed July 26, 1996
3. Quarterly Report on Form 10-QSB, filed May 17, 1996
THIS INFORMATION STATEMENT INCORPORATES BY REFERENCE DOCUMENTS RELATING TO
THE COMPANY WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. DOCUMENTS
RELATING TO THE CORPORATION (OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE) ARE AVAILABLE TO ANY
PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS INFORMATION STATEMENT IS
DELIVERED, ON WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, BY WRITING TO THE COMPANY
AT NOUVEAU INTERNATIONAL, INC. , 212 PHILLIPS ROAD, EXTON, PENNSYLVANIA 19341,
ATTENTION: GARY BLACK, SR., OR BY CALLING THE COMPANY AT (610) 524-8393. COPIES
OF DOCUMENTS SO REQUESTED WILL BE SENT BY FIRST CLASS MAIL, POSTAGE PAID, WITHIN
ONE BUSINESS DAY OF THE RECEIPT OF SUCH REQUEST.
VOTING
As of September 6, 1996, 11,249,988 shares of the Company's Common Stock,
and 70 shares of the Series A Preferred Stock were issued and outstanding. Each
share of Common Stock entitles its holder to one vote on each matter submitted
to the stockholders. Shares of Series A Preferred Stock are not entitled to
voting rights, except where authorized by Delaware law. The record date for
purposes of the written consent to the Amendment was September 6, 1996. However,
because the Company's directors and officers and certain stockholders hold at
least a majority of the issued and outstanding shares of Common Stock and Series
A Preferred Stock and, therefore, had sufficient voting power to approve the
Amendment through their ownership of the Company's Common Stock and Series A
Preferred Stock, no other stockholder consents are being solicited and no
stockholders' meeting is being held in connection with the Amendment. See
"Amendment to Certificate of Incorporation" herein.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the date of this Information
Statement, the ownership of the Common Stock by (i) each person who is known by
the Company to own of record or beneficially more than 5% of the outstanding
Common Stock, (ii) each of the Company's directors and executive officers, and
(iii) all directors and executive officers of the Company as a group. Except as
otherwise indicated, the stockholders listed in the table have sole voting and
investment powers with respect to the shares indicated.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS BENEFICIALLY
OF BENEFICIAL OWNER OWNED(1) PERCENTAGE OF CLASS
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<S> <C> <C>
Gary W. Black, Sr.(2)(3)............................................... 2,535,625(4) 27.4%
Glengarry Family Investments, L.P......................................
1220 Pine Street
Norristown, Pennsylvania 19401(3) 300,000 3.2
Robert J. Brock, Sr.(2)................................................ 100,000 1.1
Frederick W. Johnson(2)................................................ 25,000 *
Gary W. Black, Jr...................................................... 450,000(5) 4.9
Brett A. Black......................................................... 100,000 1.1
David J. Roth.......................................................... 0 *
CSB Financial, LLC(6)(7)...............................................
c/o Stuart B. Ratner, P.C.
111 Prospect Street
Stamford, Connecticut 06901 950,000 10.3
All directors and executive officers of the Company as a group (two
persons)............................................................. 2,660,625(3)(4) 28.8%
</TABLE>
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* Less than 1%.
(1) Except as otherwise indicated, all of the referenced shares of Common Stock
are owned beneficially and of record. Beneficial ownership has been
determined in accordance with Rule 13d-3 promulgated under the Exchange Act.
(2) The address of the referenced stockholder is Nouveau International, Inc.,
212 Phillips Road, Exton, Pennsylvania 19341.
(3) On September 30, 1996, Gary W. Black, Sr., Glengarry, and other stockholders
of the Company contributed 764,375, 750,000, and 485,625 shares of Common
Stock, respectively, a total of 2,000,000 shares, to the capital of the
Company. The table gives effect to such contributions.
(4) Includes 300,000 shares of Common Stock owned of record by Glengarry Family
Investments, L.P., a Delaware limited partnership the sole limited partner
of which is a corporation owned by the spouse of Gary W. Black, Sr.
("Glengarry"). Gary W. Black, Jr., the son of Mr. Black, is the sole general
partner of such partnership.
(5) Includes 300,000 shares of Common Stock owned of record by Glengarry, of
which Gary W. Black, Jr. is the sole general partner.
(6) Kalman Carmel, a key consultant of the Company, is a member and affiliate of
the referenced entity.
(7) David J. Roth, a Director of the Company, is a member of the referenced
entity, but disclaims any beneficial ownership of the Shares.
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SERIES A PREFERRED STOCK
The following table sets forth, as of the date of this Information
Statement, the ownership of the Series A Preferred Stock by (i) each person who
is known by the Company to own of record or beneficially more than 5% of the
outstanding Series A Preferred Stock, (ii) each of the Company's directors and
executive officers, and (iii) all directors and executive officers of the
Company as a group. Except as otherwise indicated, the stockholders listed in
the table have sole voting and investment powers with respect to the shares
indicated.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES
OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENTAGE OF CLASS
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<S> <C> <C>
Road & Show Cellular (East), Inc....................... 4 5.7%
CNCA VCT Brunoy/Account BFP Paris...................... 5 7.1
ERBA Co., Inc.......................................... 4 5.7
Kimberly Braswell...................................... 10 14.3
Stuart Gruber.......................................... 4 5.7
Alletta Orlando........................................ 16 22.9
Herman Jeffer.......................................... 10 14.3
Anthony Lotito and Joy Lotito.......................... 4 5.7
All directors and executive officers of the Company as
a group.............................................. 0 0%
</TABLE>
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AMENDMENT TO CERTIFICATE OF INCORPORATION
The Company has filed a Registration Statement on Form SB-2 with the
Securities and Exchange Commission covering the issuance and sale of Series B 8%
Cumulative Convertible Redeemable Preferred Stock which are to be issued. The
Company intends to use a portion of the proceeds of that issuance of Series B
Preferred Stock to redeem the 70 outstanding shares of Series A Preferred Stock.
Accordingly, on September 4, 1996 the Company's Board of Directors adopted
resolutions proposing, and as of September 6, 1996 the holders of record on
September 6, 1996 of more than a majority of the outstanding shares of Common
Stock approved, and, as of October 23, 1996 the holders of record on September
6, 1996 of more than a majority of the Series A Preferred Stock approved, the
Amendment increasing the number of authorized shares of Preferred Stock from
1,000,000 shares to 3,000,000 shares. The Amendment will result in an increase
in the Company's Delaware Franchise Tax and will become effective when the
Certificate of Amendment of Certificate of Incorporation, a copy of which is
attached hereto as Exhibit A, is filed with the Secretary of State of the State
of Delaware, which is expected to be on or about November 20, 1996. Holders of
the Company's Common Stock and the Company's Series A Preferred Stock do not and
will not have preemptive rights pursuant to the Company's Certificate of
Incorporation.
By order of the Board of Directors
/s/ FREDERICK W. JOHNSON
-------------------------------
Frederick W. Johnson
Corporate Secretary
Exton, Pennsylvania
October 30, 1996
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<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
NOUVEAU INTERNATIONAL, INC.
Adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is
Nouveau International, Inc.
2. The Corporation was incorporated on January 10, 1996.
3. The Certificate of Incorporation is hereby amended by deleting Article
FOURTH thereof and by substituting in lieu of said Article FOURTH the following:
"FOURTH:
CAPITALIZATION.
The total number of shares of stock which the Corporation shall have
authority to issue is twenty-eight million (28,000,000) shares of which
twenty-five million (25,000,000) shares shall be designated "Common Stock" and
three million (3,000,000) shares shall be designated "Preferred Stock". Shares
of Common Stock and Preferred Stock shall have a par value of $.001 per share.
COMMON STOCK
Subject to the prior or equal rights, if any, of any Preferred Stock which
hereafter may be authorized of any and all series stated and expressed by the
Board of Directors in the resolution or resolutions providing for the issuance
of such Preferred Stock, the holders of Common Stock shall be entitled to (i) to
receive dividends when and as declared by the Board of Directors out of any
funds legally available therefor and (ii) in the event of any dissolution,
liquidation or winding up of the Corporation, to receive the remaining assets of
the Corporation, ratably according to the number of shares of Common Stock held.
The holders of Common Stock shall be entitled to one vote for each share of
Common Stock held on all matters submitted to a vote of stockholders of the
Corporation. No holder of Common Stock shall have any preemptive right to
purchase or subscribe for any part of any issue or stock of any class
whatsoever, whether now or hereafter authorized.
PREFERRED STOCK
Authority is hereby expressly granted to the Board of Directors from time to
time to issue series of Preferred Stock and, in connection with the creation of
each such series, to fix by the resolution or resolutions providing for the
issue of shares thereof, the number of shares of such series, and the powers,
designations, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations and restrictions of such series, to
the full extent now or hereafter permitted by the laws of the State of
Delaware."
IN WITNESS WHEREOF, I have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained herein have been examined and are true and correct.
Dated as of November , 1996.
<TABLE>
<S> <C>
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Gary W. Black, Sr.
Chief Executive Officer
</TABLE>
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