Distribution of Information
SCHEDULE 14C
[Paragraph 40,501] Information Required in Information Statement
Reg. ss. 240.14c-101.
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
AMERICANA GOLD & DIAMOND HOLDINGS, INC.
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(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 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:
4,500,000 units
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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):
$0.10
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(4) Proposed maximum aggregate value of transaction:
$450,000
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(5) Total fee paid:
$7,500
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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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AMERICANA GOLD & DIAMONDS HOLDINGS, INC.
Calle Los Laboratorios, Torre Beta, Piso 2, Oficina 208, Urb.
Los Ruices (1071), Caracas, Venezuela
INFORMATION STATEMENT
FOR A PRIVATE PLACEMENT OFFERING AND REVERSE STOCK SPLIT
INTRODUCTION
This Information Statement is being furnished to stockholders by the Board of
Directors of Americana Gold & Diamonds Holdings, Inc., a Delaware corporation
(the "Company") in connection with the proposed private placement offering of
securities of the Company pursuant to Regulation S and in connection with a
proposed reverse split of the Company's common shares. The Company's Board of
Directors has approved the proposed transactions. In addition the Company has
received the written consent of stockholders who hold approximately 57% of the
issued shares of the Company, for both the proposed private placement
transaction referred to herein and the proposed reverse split. The names of the
stockholders who have given their written consent to the proposed transactions
are referred to later in this Information Statement under "Description of Common
Stock/Voting Procedures". Accordingly this Information Statement is for
informational purposes only and, pursuant to Section 228 of the Delaware General
Corporate Law there is no requirement by the recipient to vote or provide a
consent to the proposed transactions. This information will be sent to
shareholders for the Company on or about August ____, 1998.
The Company is not asking you for a Proxy and you are requested not to send the
Company a Proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company is authorized to issue 25,000,000 shares of common stock, par value
US$0.001 per share ("Common Stock"). As of August 4, 1998, the Company had
outstanding 13,113,708 shares of Common Stock. The Company is also authorized to
issue up to 10,000,000 shares of preferred stock, par value US$0.001 per share
of which 25 preference shares have been issued.
The following table sets forth information concerning ownership of the Company's
Common Stock, as of August 4, 1998, by each person known by the Company to be
the beneficial owner of more than five percent (5%) of the outstanding Common
Stock, each director, each nominee for director, each named executive officer as
defined in Item 402(a)(3) of Regulation S-K, and by all directors and executive
officers of the Company as a group.
Name and Address Shares Beneficially Percentage of
of Beneficial Owner Owned (1) Class
------------------- ------------------- -------------
Carlos Hausman 1,039,682 (2)(3) 8.6%
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Noga Corporation 1,300,000 (4) 10.8%
Gerald L. Sneddon 0 0%
Gordon Gutraith 0 0%
Nora Coccaro 0 0%
Fred Peschke 0 0%
All directors and 0 0%
executive officers as a
group (4 persons)
Note:
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities.
(2) Includes 322,156 shares of Common Stock held by an entity controlled by Mr.
Hausmann. Mr. Hausmann disclaims beneficial ownership of such shares.
(3) Having an address at Av. Fco. De Miranda, Edif. Parque Cristal, Alta Este,
Pisco 8, Ofic. 8-11 Urb. Los Palos Grandes, Caracao 1060, Venezuela.
(4) Having an address at Calle Los Laboratorios, Torre Beta, Piso 2, Officina
208, Urb. Los Ruices (1071), Caracas, Venezuela.
AUTHORIZATION OF PRIVATE PLACEMENT OF SECURITIES
The Company is proposing to complete a private placement offering (the
"Offering") of 4,500,000 units (the "Units") at a price of US$0.10 per Unit.
Each Unit will consist of one common share and one share purchase warrant
entitling the holder to purchase one additional common share for US$0.10 for one
year following the date of closing.
The Offering will be completed on a best efforts basis and is not subject to any
minimum subscription level. Certain former directors of the Company will be
participating in the Offering. See "Interest of Certain Persons in the
Offering".
The Offering will be made only to Non-United States Persons under exemptions
available pursuant to Regulation S under the Securities Act of 1933 before
transferring such securities to a U.S. person. The securities issued pursuant to
the Offering will be subject to certain resale restrictions which will include a
requirement for the purchaser to hold the securities for twelve months unless
another statutory exemption is available or unless the securities are qualified
under a prospectus at a later date.
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The Offering price of the Units has been arbitrarily determined by the Company
based upon what the Company's Board of Directors believes purchasers of such
speculative issues would be willing to pay for the Units of the Company and does
not necessarily bear any material relationship to book value, par value or any
other established criterion of value.
If the entire Offering is subscribed for, the gross proceeds to the Company will
be US$450,000. It is anticipated that the proceeds of the Offering will be
utilized as follows:
Reduction of Bank Loans US$247,000
Current Liabilities US$ 90,000
Offering Cost US$ 20,000
Working Capital US$ 93,000
----------
Total gross proceeds US$450,000
While the Company currently intends to utilize the proceeds of the Offering
substantially in the manner set forth above, the Company reserves the right to
change such use if, in the judgment of the Board of Directors, such changes are
advisable.
The financial statements of the Company as June 30, 1998 showed a net tangible
book value of US$0.30 per share. Net tangible book value per share represents
the amount of the Company's tangible assets, less total liabilities, divided by
the number of shares of Common Stock outstanding. Without taking into account
any further adjustments in net tangible book value other than to give effect to
the sale of the 4,500,000 Units offered hereby the pro forma net tangible book
value of the Company at June 30, 1998 would have been US$4,306,996 or US$0.24
per share of the Common Stock, representing a decrease in net tangible book
value to existing shareholders of US$0.06 per share.
Offering price per Unit: US$0.10
Net tangible book value, per share, before offering (1): US$0.30
Decrease per share attributable to new investors: US$0.06
Pro forma net tangible book value per share after offering (2): US$0.24
Note:
(1) "Net tangible book deficit per share" is determined by dividing the number
of shares of Common Stock outstanding into the tangible net deficit of the
Company (tangible assets less total liabilities and less the unauthorized
debt discount).
(2) "Dilution" means the difference between the public offering price per share
and the net tangible book value (deficit) per share of Common Stock after
giving effect to the Offering.
Since there can be no assurances as to how many, if any Units will be sold, the
pro forma net tangible book value per share may vary from that set forth above
after the offering.
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Under the NASDAQ Rules, the Company is required to obtain the consent of the
shareholders of the Company for any private offering by the Company in
connection with a transaction involving the sale by the Company of common stock
equal to 20 percent or more of the common stock or 20 percent or more of the
voting power outstanding before the issuance for less than the greater of book
or market value of the stock. The consent by the shareholders, as set forth on
page 1, hereof, is in response to such requirement.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No current director or officer of the Company will be subscribing for Units
which are the subject matter of the Offering referred to herein. However, the
following individuals who were directors of the Company prior to the Company's
last annual general meeting which was held on June 29, 1998 are proposing to
subscribe for the indicated number of Units:
Name Units
---- -----
Carlos Hausman 250,000
Clement W. Cohen 250,000
Tomaz Klingberg 6,150
Henry Bloch 143,306
AMENDMENT OF CHARTER, BYLAWS OR OTHER DOCUMENTS
On April 1, 1998, the Company received notice from the NASDAQ SmallCap Market
("NASDAQ") that the Company's Common Stock was not in compliance with the new
minimum bid price requirement (which is $1.00 per share) as set forth in
Marketplace Rule 4310 (c) (4) ("Rule (c) (4)"). As a result, the Company was
provided ninety calendar days, which expired July 1, 1998, in order to regain
compliance with this standard. Prior to July 1, 1998 the Company requested
continued listing notwithstanding its present failure to meet the required bid
price. The Company has been given notice that its request will be considered at
an oral hearing to be heard on August 20, 1998 before a panel authorized by the
National Association of Securities Dealers, Inc. Board of Governors. If the
Common Stock does not regain compliance, by trading at or above $1.00 per share,
the Company's Common Stock could be delisted from NASDAQ, and quotations would
no longer be available on NASDAQ. If the Common Stock was delisted from the
SmallCap Market, the Company's Common Stock likely would be traded in the
non-NASDAQ over-the-counter market. As a result of such delisting of the Common
Stock from the SmallCap Market, it may be more difficult for investors to
dispose of, or to obtain accurate quotations as to the market value of, the
Common Stock.
In view of the foregoing in order to bring the Company's share trading price
into compliance with the minimum bid price requirements, the Board of Directors
is proposing to complete a reverse stock split of the Company's Common Stock on
a one for ten basis. Accordingly, each 10 shares of the Company currently
issued, will be consolidated into 1 share of the Company upon completion of the
reverse stock split. On that basis the 13,113,708 shares of
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Common Stock currently issued would be consolidated down to 1,311,370 shares of
Common Stock.
The proposed reverse stock split will also apply to the proposed private
placement of 4,500,000 Units referred to elsewhere in this Information
Statement.
The Company has obtained approval from its Board of Directors and the written
consent of shareholders holding approximately 57% of the issued shares of Common
Stock for the proposed reverse stock split and consent for the following
matters:
a) that the Board of Directors in its sole discretion, after consulting with
the Company's independent auditors, is authorized to modify the Company's
financial statements to reflect such reverse stock split;
b) that the reverse stock split will not affect the par value of the Common
Stock, nor the number of shares of Common Stock that the Corporation is
authorized to issue, which will remain at 25,000,000; and
c) that all fractional shares of Common Stock that exist as a result of the
reverse stock split will be rounded to the nearest whole number in the
discretion of the Board of Directors of the Company.
DESCRIPTION OF COMMON STOCK/VOTING PROCEDURES
All shares of the Common Stock of the Company are equal to each other with
respect to voting, and dividend rights, and subject to the rights of the
preferred shareholders described below, are equal to each other with respect to
liquidation rights.
Special meetings of the Shareholders may be called by the directors, or upon the
request of holders of at least ten percent of the out-standing voting shares.
Holders of shares of the Common Stock are entitled to one vote at any meeting of
the Shareholders for each share of the Common Stock they own as of the record
date fixed by the Board of Directors. At any meeting of Shareholders, a majority
of the outstanding shares of the Common Stock of the
Company entitled to vote, represented in person or by proxy, constitutes a
quorum. A vote of the majority of the shares of the Common Stock represented at
a meeting will govern, even if this is substantially less than a majority of the
shares of the Common Stock outstanding.
There are no conversion, pre-emptive or other subscription rights or privileges
with respect to any share. Reference is made to the Certificate of Incorporation
and Bylaws of the Company as well as to the applicable statutes of the State of
Delaware for a more complete description of the rights and liabilities of
holders of shares. It should be noted that the Bylaws may be amended by the
Board of Directors without notice to the Shareholders.
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The shares of the Company do not have cumulative voting rights, which means that
the holders of more than fifty percent of the shares of the Common Stock voting
for election of directors may elect all the directors if they choose to do so.
In such event, the holders of the remaining shares aggregating less than fifty
percent will not be able to elect directors.
Pursuant to the Bylaws of the Company any action which may be taken at any
annual or special meeting of stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. If any class, such written consent shall be
required of the holders of a majority of the shares of each class of shares
entitled to vote as a class thereon and of the total shares entitled to vote
thereon. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing. The Company has, prior to sending this
Information Statement to its shareholders, obtained the written consent of
approximately 57% of the shareholders of the Company for the proposed private
placement and for the proposed reverse split of the Company's Common Stock.
The names of the stockholders who hold approximately 57% of the outstanding
Common Stock who have previously provided their written consent to the proposed
transactions are as follows:
Noga Corporation, Vivian Najean, Jacobo Arnovici, Inversiones Megold, Carlos
Hausmann, Jaime Jimenez, Maria A. Madariaga, Mabel Olivares, Rosa Investment,
Aquira Semarroch, Ramon Martinez, Charter Capital, Alberto Bassan, David Bassan,
Jose Benzaquen, Alfredo Alvarado, Henry Bloch, Manfred Bloch, Walter Gentsch,
Moises Guelrud, Inversiones Maxanda, Seiva Investment, Vije Investment, Amos
Zamir, Efrain Rosenfeld, Isaac Zriben, Miguel Winkler, Benjamin Sar Shalom, and
Clement W. Cohen.
The payment of dividends by the Company, if any, in the future, rests within the
discretion of its Board of Directors and will depend, among other things, upon
the Company's earnings, its capital requirements and its financial condition, as
well as other relevant factors. The Company has not paid cash or stock dividend
and does not anticipate paying cash of stock dividends in the foreseeable
future.
The Company has appointed Continental Stock Transfer & Trust Company, 2
Broadway, New York, NY 10004 USA as transfer agent for the Company's shares of
the Common Stock.
BY ORDER OF THE BOARD OF DIRECTORS
"Erich Rauguth"
Erich Rauguth, President
