SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14C of the Securities Exchange Act of
1934 (Amendment No. )
Check the appropriate box:
[_] Preliminary information statement
[X] Definitive information statement
[_] Confidential for use of the Commission only
(as permitted by Rule 14c-5(d)(2)
Helmstar Group, Inc.
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[X] 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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___ 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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HELMSTAR GROUP, INC.
2 World Trade Center
Suite 2112
New York, NY 10048
INFORMATION STATEMENT
The holders of more than 50% of the issued and outstanding shares of
Common Stock, par value $.10 per share, ("Common Stock") of Helmstar Group,
Inc., a Delaware corporation (the "Company"), have consented to the adoption of
resolutions authorizing an amendment to the Certificate of Incorporation of the
Company to change the name of the Company to CareerEngine Network, Inc.
Such consent constitutes the act of stockholders of the Company
pursuant to Section 228(a) of the General Corporation Law of the State of
Delaware (the "Delaware Corporation Law") and, therefore, on or after March 27,
2000, the Company intends to file a Certificate of Amendment to its Certificate
of Incorporation to change its name to CareerEngine Network, Inc.
Pursuant to the requirements of Section 14(c) of the Securities
Exchange Act of 1934 and Section 228(d) of the Delaware Corporation Law, the
Company is providing this Information Statement to its stockholders of record as
of February 29, 2000.
WE ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The approximate date on which this information Statement will be mailed
to stockholders is March 7, 2000.
<PAGE>
Consents to the Amendment
The Board of Directors of the Company adopted resolutions directing
that there be submitted to the stockholders of the Company a proposal to amend
its Certificate of Incorporation to change the name of the Company to
CareerEngine Network, Inc. (the "Amendment").
As of February 29, 2000, the record date, the Company had 5,435,673
shares of Common Stock outstanding. George W. Benoit, George W. Benoit, Jr.,
Kevin J. Benoit, Charles W. Currie, Nancy C. Benoit, Anne B. Mullen and Michael
J. Mullen (collectively, the "Consenting Shareholders"), who hold in the
aggregate 2,792,115 shares of Common Stock, which represents approximately
51.37% of the issued and outstanding shares of Common Stock of the Company have
consented to the Amendment. Mr. George W. Benoit is the Chairman and Chief
Executive Officer of the Company. Mr. Kevin J. Benoit is a Director of the
Company and an executive officer and Director of various subsidiaries of the
Company. Mr. Currie is a Director of the Company. George W. Benoit is the father
of Ms. Mullen, Nancy C. Benoit, George W. Benoit, Jr. and Kevin J. Benoit. Mr.
Mullen is the husband of Ms. Mullen.
Reasons for the Amendment
The Company's new name, "CareerEngine Network, Inc." dynamically
expresses the Company's strategic movement into the e-recruiting industry on the
Internet.
Principal Stockholders and Management
The following table sets forth information, as of February 29, 2000,
concerning the beneficial ownership of the Company's Common Stock by each
Director and executive officer of the Company and all Directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
Shares Percent of
Directors and Executive Officers Beneficially Owned Outstanding Shares
- -------------------------------- ------------------ ------------------
<S> <C> <C>
George W. Benoit 1,610,920 (1) 29.66 %
Kevin J. Benoit 311,300 (2) (3) 5.73
Charles W. Currie 271,780 (4) 5.00
Joseph G. Anastasi 2,200 (5)
David W. Dube 4,000 (5)
James J. Murtha -- (5)
Anthony S. Conigliaro -- (5)
Thomas J. Ferrara 21,500 (3) (5)
All Directors and executive officers
as a group (8 persons) 2,221,700 40.87 %
</TABLE>
(1) Includes options to purchase 37,500 shares of Common Stock.
(2) Includes 21,000 shares of Common Stock held in the Kevin J. Benoit 1998
Family Trust, of which Kevin J. Benoit is the Trustee. Mr. Benoit disclaims
any beneficial ownership of such shares.
(3) Includes options to purchase 20,000 shares of Common Stock.
(4) Includes 200 shares of Common Stock owned by Mr. Currie's wife as to which
Mr. Currie disclaims any beneficial ownership.
(5) Less than 1 percent.
<PAGE>
The following table sets forth information, as of February 29, 2000,
concerning the beneficial ownership of the Company's Common Stock by each
stockholder owning more than 5% of the outstanding Common Stock other than
Directors and executive officers of the Company.
<TABLE>
<CAPTION>
Shares Percent of
Name and Address Beneficially Owned Outstanding Shares
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<S> <C> <C>
Barry W. Blank
P.O. Box 32056
Phoenix, AZ 85064 359,800 6.62%
</TABLE>
