SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-1
(RULE 14D-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
Chic by H.I.S., Inc.
(Name of Subject Company (Issuer))
NewBridge Capital, Inc.
(Bidder)
Common Stock, par value $.01
Title of Class of Securities
167113109
(CUSIP Number of Class of Securities)
Fred G. Luke, 4695 MacArthur Ct., Ste. 530
Newport Beach, CA 92660 (949) 833-2094
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Bidder)
Copy to:
Richard O. Weed, Esq.
Weed & Co. L.P.
4695 MacArthur Ct., Ste. 530
Newport Beach, CA 92660
(949) 475-9086
CALCULATION OF FILING FEE
Transaction Valuation (1) Amount of Filing Fee
$2,550,000 $510
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(1) Estimated for purposes of calculating the amount of the filing fee only.
Calculated in accordance with Rule 0- 11(5)(d) under the Securities Exchange Act
of 1934, whereas the fee equals 1/50 of one percent of the market value of the
securities offered by the Bidder.
|_| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by the registration statement number, or the form
or schedule or date of its filing.
Amount Previously Paid: ________________
Form or Registration No.: ________________
Filing Party: __________________
Date Filed: ___________________________________
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CUSIP No. 167113109 14D-1 Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NewBridge Capital, Inc., a Nevada corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_| (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(E) OR 2(F)
|_|
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
NEVADA
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
None (0)
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8 CHECK IF AGGREGATE IN ROW (7) EXCLUDES CERTAIN SHARES
|_|
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
None (0)
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10 TYPE OF REPORTING PERSON
CO
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CUSIP No. 167113109 14D-1 Page 3 of 5 Pages
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ITEM 1. SECURITY AND SUBJECT COMPANY
(a) The name of the subject company is Chic by H.I.S., Inc., a Delaware
corporation, ("JNSC") and the address of its principal executive offices is 1372
Broadway, New York, NY 10018.
(b) The class of securities to which this statement relates is the common
stock, $.01 par value (the "Shares"), of JNSC. Based on JNSC's Form 10-KSB,
filed for the year ended November 6, 1999, the number of shares outstanding of
JNSC common stock is 9,870,793. NewBridge Capital, Inc. ("NewBridge") seeks to
acquire 5,034,105 shares (51%) of JNSC in exchange for up to 1,000,000 shares of
NewBridge common stock. NewBridge is offering holders of JNSC common stock 1
share of NewBridge common stock in exchange for 12 shares of JNSC.
(c) JNSC's shares are currently listed and traded on the OTC Pink Sheets
under the symbol "JNSC." The following table sets forth, for the quarters
indicated, the high and low sales price as reported on the Nasdaq for the shares
based on the company's Annual Report on Form 10-K for the year ended November 6,
1999 and November 6, 1999.
Price Range Of Common Stock:
1998 1999
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High Low High Low
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First Quarter $8 $6 3/8 $4 9/16 $3
Second Quarter 9 3/8 7 1/8 3 1/2 2 3/8
Third Quarter 9 1/4 5 7/8 3 1/4 2
Fourth Quarter 6 2 5/8 2 7/16 3/4
ITEM 2. IDENTITY AND BACKGROUND
The name and address of the person filing this statement is NewBridge Capital,
Inc., a Nevada corporation, ("NewBridge") (formerly Scientific NRG,
Incorporated), 4695 MacArthur Court, Suite 530, Newport Beach, California 92660.
NewBridge's plan of operation includes identifying operating companies and real
property for acquisition. This new business plan focuses on making acquisitions
of or investments in what
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CUSIP No. 167113109 14D-1 Page 4 of 5 Pages
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management considers to be businesses which present the greatest opportunities
for growth and increased shareholder value. NewBridge will seek to expand these
businesses and provide financial and management services to such businesses.
NewBridge has not, in the last five years, been convicted in a criminal
proceeding or been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding, was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws or finding
any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH SUBJECT
COMPANY
(a) To the best of NewBridge's knowledge, there have been no transactions
with JNSC required to be set forth in this Item.
(b) To the best of NewBridge's knowledge, there have been no contacts,
negotiations or transactions with JNSC required to be disclosed in this Item.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) The consideration for the purchase of the maximum number of securities
for which the tender offer is being made is 1,000,000 shares of NewBridge common
stock, with one (1) share of NewBridge offered in exchange for twelve (12)
shares of JNSC common stock.
(b) No part of such consideration is or is expected to be, directly or
indirectly, borrowed for the purpose of the tender offer.
(c) Not applicable
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE
BIDDER
NewBridge considers JNSC to be undervalued by the public market. NewBridge
plans to impose better financial and management controls and to increase the
quality and quantity of JNSC's earnings.
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CUSIP No. 167113109 14D-1 Page 5 of 5 Pages
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ITEM 6. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY
(a) None
(b) None
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS
WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES
None
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
No persons have been retained or to be compensated by NewBridge, or by any
person on NewBridge's behalf, to make solicitations or recommendations in
connection with the tender offer.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS
The financial statements of NewBridge are set forth in NewBridge's Annual Report
on Form 10- KSB for the fiscal year ended June 30, 1999, and NewBridge's
Quarterly reports on Form 10- QSB for the quarters ended September 30, 1999 and
December 31, 1999, which reports have been filed by NewBridge with the
Securities and Exchange Commission ("SEC") and are incorporated here by
reference. Such reports and other information can be inspected and copied at the
public reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following regional offices of the SEC: New
York Regional Office, 7 World Trade Center, New York, New York 10048; and
Chicago Regional Office, 1400 Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Such material may also be accesses through an Internet Web
Site maintained by the SEC at http://www.sec.gov.
ITEM 10. ADDITIONAL INFORMATION
(a) None
(b) NewBridge is not aware of any approval or other action by any federal,
state or foreign governmental or administrative agency that would be required
for the acquisition of the
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CUSIP No. 167113109 14D-1 Page 6 of 5 Pages
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Shares by NewBridge. Should any approval or other action be required, it is
presently contemplated that such approval or action would be sought.
(c)-(f) None
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a) Offer to purchase
(b)-(f) Not applicable
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
/s/ Fred G. Luke
Fred G. Luke, President
May 2, 2000
Exhibit 11.1 Offer to Purchase
NewBridge Capital, Inc.
4695 MacArthur Court, Suite 530
Newport Beach, California 92660
Telephone (949) 833-2094
Facsimile (949) 833-7854
May 2, 2000
To all Stockholders of Chic by H.I.S., Inc. (OTC Pink Sheets "JNSC"):
NewBridge Capital, Inc. (OTCBB "NBRG") ("NewBridge") (formerly Scientific NRG,
Incorporated) seeks to acquire 5,034,105 shares (51%) of Chic by H.I.S., Inc., a
Delaware corporation ("JNSC"), in exchange for up to 1,000,000 shares of
NewBridge common stock. NewBridge is offering holders of JNSC common stock 1
share of NewBridge common stock in exchange for 12 shares of JNSC. The offer
will remain open until June 30, 2000. American Stock Transfer & Trust Company
will act as depository for the transaction. NewBridge reserves the right in its
sole discretion to terminate this offer following review of the books and
records of JNSC if (1) JNSC is insolvent or (2) the book value per share of JNSC
common stock is less than $.25 per share.
NewBridge's plan of operation includes identifying operating companies and real
property for acquisition. This business plan focuses on making acquisitions of
or investments in what management considers to be businesses which present the
greatest opportunities for growth and increased shareholder value. NewBridge
will seek to expand these businesses and provide financial and management
services to such businesses.
NewBridge will promptly file a Tender Offer Statement on Schedule 14D-1 with the
Securities and Exchange Commission.
Sincerely yours,
/s/ Fred G. Luke
Fred G. Luke
President
