FAB GLOBAL INC.
(formerly known as Marci International Imports, Inc.)
42 Broadway, Suite 1101
New York, New York 10004
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INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND SEC RULE 14f-1
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
AND CHANGE OF COMPANY NAME
February 25, 2000
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This Information Statement ("Notice") is being mailed on or about February
28, 2000, to the stockholders of FAB Global Inc., a Georgia corporation formerly
known as Marci International Imports, Inc. (the "Company"), to inform the
stockholders that effective at 8:00 a.m., New York Time, sometime in March,
2000, conforming with the time requirements of rule 14F-1, Ms. Sally A. Fonner
will resign her position as the Company's sole director and appoint a successor
Board of Directors (the "Board") consisting of five members identified herein
(the "New Directors"). This change in the Board was a negotiated element of a
recently announced business combination agreement (the "Agreement") between the
Company and Wavecount, Inc., a Delaware corporation ("Wavecount)". No action of
the Company's stockholders is required in connection with the appointment of the
New Directors and proxies are not being solicited. Nonetheless, Section 14(f) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires
the Company to mail this Notice to its stockholders before the appointment of
the New Directors can take effect.
Please read this Notice carefully. It describes the terms of the Agreement
and contains certain biographical and other information concerning the New
Directors. Additional information about the Agreement and the business of the
Company is contained in the Company's Current Reports on Form 8-K dated April 2,
1999 April 20, 1999 (as amended April 21, 1999 and May 3, 1999) and February 8,
2000 (as amended February 11) (the "Reports"), which were filed with the U.S.
Securities and Exchange Commission ("SEC"). The Reports and their accompanying
exhibits may be inspected without charge at the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549.
Copies of such material may also be obtained from the Commission at prescribed
rates. The SEC also maintains a Web site that contains reports, proxy and
information statements and other information regarding public companies that
file reports with the SEC. Copies of the Reports may be obtained from the SEC's
EDGAR archives at http://www.sec.gov/cgi-bin/srch-edgar.
This Notice was prepared by the Company, except that information about the
New Directors was furnished to the Company by the New Directors. The New
Directors assume no responsibility for the accuracy or completeness of the
information prepared by the Company.
NO VOTE OR OTHER ACTION BY THE COMPANY'S STOCKHOLDERS IS
REQUIRED IN RESPONSE TO THIS NOTICE.
PROXIES ARE NOT BEING SOLICITED.
<PAGE>
DESCRIPTION OF THE BUSINESS COMBINATION
The business combination transactions that gave rise to the anticipated
change in control of the Company are described in detail in the Company's
Current Reports on Form 8-K dated April 20 (as amended April 21, 1999 and May 3,
1999) and February 8, 2000 (as amended February 11). The Reports are
incorporated herein by this reference and all stockholders are urged to
carefully review the Reports for a description of recent events affecting the
Company and a description of the Company's proposed business activities.
As a condition of the business combination described in the Company's
Current Report on Form 8-K dated February 8, 2000 (as amended February 11), Ms.
Fonner agreed to resign as the Company's sole director and appoint five New
Directors nominated by Wavecount. The New Directors will not assume office,
until 10 days after the Company files this Notice with the U.S. Securities and
Exchange Commission (the "Commission") and sends copies of the Notice to all
record stockholders. At that time, Ms. Fonner will appoint a successor Board
consisting of five New Directors and resign from the Board. Thereafter, the New
Directors and the executive officers they appoint will manage the Company's
business.
OUTSTANDING SECURITIES AND VOTING RIGHTS
The authorized capital stock of the Company consists of 25,000,000 shares
of $0.01 par value common stock and 5,000,000 shares of $0.01 par value
preferred stock. The preferred stock may be issued in one or more series as
determined by the Board of Directors, and the board is authorized to fix the
rights, preferences, privileges and restrictions of any such series. The Board
of Directors may, without stockholder approval, provide for the issuance of
preferred stock that could have voting, conversion or other rights superior to
the rights of holders of Common Stock and such an action could have the effect
of delaying or preventing a change in control of the Company. After giving
effect to the REVERSE TAKE-OVER, there are approximately 7,150,000 shares of
Common Stock issued and outstanding at the date of this Notice. No shares of
preferred stock are outstanding. All issued and outstanding Common Stock of the
Company is fully paid and nonassessable.
Common Stock
Holders of shares of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company. Except as may be
required by applicable law, holders of shares of Common Stock will not vote
separately as a class, but will vote together with the holders of outstanding
shares of other classes of capital stock. There is no right to cumulate votes
for the election of directors. A majority of the issued and outstanding shares
of Common Stock constitutes a quorum at any meeting of stockholders and the vote
by the holders of a majority of the outstanding shares is required to effect
certain fundamental corporation changes such as liquidation, merger or amendment
of the Certificate.
Holders of shares of Common Stock are entitled to receive dividends, if,
as, and when declared by the Board of Directors out of funds legally available
therefor, after payment of dividends required to be paid on any outstanding
shares of preferred stock. Upon liquidation of the Company, holders of shares of
Common Stock are entitled to share ratably in all assets of the Company
remaining after payment of liabilities, subject to the liquidation preferences
rights of any outstanding shares of preferred stock. Holders of shares of Common
Stock have no conversion, redemption or preemptive rights. The rights of the
holders of Common Stock will be subject to, and may be adversely affected by,
the rights of the holders of preferred stock. The outstanding shares of Common
Stock are fully paid and nonassessable. The shares of Common Stock issued upon
conversion of preferred stock, or exercise of Warrants and payment therefor,
will be validly issued, fully paid and nonassessable.
The Common Stock of the Company is listed on the NASD's OTC Electronic Bulletin
Board under the symbol "FABV." Prior to the announcement of the REVERSE
TAKE-OVER there was no active trading in the Company's Old Common for several
years. The Company has been advised that the New Directors intend to file an
application to list the Company's Common Stock on the Nasdaq Stock Market, but
there can be no assurances about the timing of such application or whether the
Company will ultimately satisfy the applicable Nasdaq initial listing
requirements. The Company will not encourage trading of the Common Stock until
it files a Current Report on Form 8-K containing detailed disclosure on its
business, properties, financial condition and risk factors.
Preferred Stock
Under the Company's Certificate of Incorporation, the Board of Directors
has the power, without further action by the holders of the Common Stock, to
designate the relative rights and preferences of the Company's preferred stock,
when and if issued. Such rights and preferences could include preferences as to
liquidation, redemption and conversion rights, voting rights, dividends or other
preferences, any of which may be dilutive of the interest of the holders of the
Common Stock. The issuance of the preferred stock may have the effect of
delaying or preventing a change in control of the Company and may have an
adverse effect on the rights of the holders of Common Stock.
The Board of Directors may, without further action by the stockholders of
the Company, issue shares of preferred stock in one or more series and fix the
rights and preferences thereof, including the dividend rights, dividend rates,
conversion rights, voting rights, terms of redemption (including sinking fund
provisions), liquidation preferences and the number of shares constituting any
series. The rights of holders of Common Stock will be subject to, and may be
adversely affected by, the rights of holders of preferred stock. While the
issuance of preferred stock provides desired flexibility in connection with
additional financing, possible acquisitions and other corporate purposes, future
issuances may have the effect of delaying, deferring or preventing the change of
control of the Company without further action by the Shareholders and may
discourage bids for the Common Stock at a premium over the market price.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table set forth the number of shares of Common Stock owned as
of the date of this Notice by (i) each executive officer and director, (ii)
executive officers and directors as a group, and (iii) each person who will own
of record or own beneficially, more than five percent (5%) of the Company's
outstanding Shares.
Name and Address of Beneficial Owner Shares Percent
Owned of Class
Wavecount, Inc. (1) 5,800,000 81.53%
Steven A. Muchnikoff(1)(2) 5,800,000 81.53%
Randy M. Strausberg (1)(2) 5,800,000 81.53%
David W. Parsons (1)(2) 5,800,000 81.53%
Marc Greenspan (1)(2) 5,800,000 81.53%
Executive Officers and Directors as a Group (5 persons) 5,800,000 81.53%
(1) c/o Wavecount, Inc., 42 Broadway, Suite 1101, New York, New York 10004. (2)
Messrs. Strausberg and Muchnikoff are both directors and executive officers of
Wavecount, Mr. Greenspan is a director nominee of Wavecount, and Mr. Parsons is
both a director nominee and executive officer designate of Wavecount. They
therefore may be deemed to be beneficial owners of the shares of Common Stock
held, or entitled to be held, by Wavecount.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and holders of more than 10% of the Company's Shares
(collectively, "Principals") to file initial reports of ownership and reports of
changes in ownership with the SEC. Sally A. Fonner, the Company's sole director,
failed to file her "Initial Report of Beneficial Ownership" with respect to
2,000 shares of Old Common that she purchased prior to becoming a director of
the Company in July, 1998. Except for the issuance of 96,400 shares of Common
Stock to her on April 6, 1999 in accordance with the Plan of Reorganization
approved by the Company's stockholders, Ms. Fonner has not engaged in any
reportable transactions involving the Company's Common Stock. Ms. Fonner
subsequently filed her Initial Report of Beneficial Ownership on May 6, 1999.
MANAGEMENT
The business affairs of the Company are managed by a Board of Directors,
which presently consists of one member, Ms. Sally A. Fonner. The Board had 3
formal meetings during 1998 and Ms. Fonner attended every meeting. Ms.
Fonner will be resigning and appointing five directors shortly after the time
requirement for notification to stockholders have been met.
The day to day business affairs of the Company are entrusted to its
executive officers. The officers, who are appointed by the Board, hold office
for the periods specified in their respective employment agreements. In
connection with the REVERSE TAKE-OVER, Wavecount has nominated a slate of five
New Directors who will assume their positions on March 6, 2000. Immediately
thereafter, the newly constituted Board will nominate certain officers to manage
the affairs of the Company. The nominees of Wavecount, and the positions to be
held by each such nominee are set forth below. After their appointment, it is
anticipated that the newly appointed directors and officers of the Company will
continue to serve in such capacities for the foreseeable future.
Name Age Position
Randy M. Strausberg 50 Chief Executive Officer
Steven A. Muchnikoff 44 Chief Operating Officer
David W. Parsons 46 Chief Legal Officer and Secretary
Marc Greenspan 45 Treasurer, Manager of Government
Securities
Under the terms of the New Transaction, Wavecount has the right to replace
the current board of directors with its own nominees. Wavecount has nominated
Randy M. Strausberg, Steven A. Muchnikoff, David W. Parsons, Marc Greenspan and
Elroy Drake to serve as directors of Global (the "New Directors"). The proposed
changes in the board of directors will not become effective and the New
Directors will not assume office until 10 days after we file an Information
Statement and Notice of Change in the Majority of the Board of Directors with
the SEC and send copies of the Notice to our stockholders. At that time, Sally
A. Fonner will appoint the New Directors and then resign as a director.
Thereafter, the New Directors will manage the business.
Randy M. Strausberg. Mr. Strausberg was a founder of Wavecount in or
about September 1998. Currently, he is President of Wavecount. He has also
been nominated to serve as a New Director. Mr. Strausberg served for one year
as the director of fixed income trading in the New York Office of Credit
Lyonnais, one year as a senior vice president, proprietary trading in the New
York office of HSBC Securities, one year as a senior vice president, manager
of fixed income in the New York office of Commerzbank Capital Markets and one
year as a vice president, treasury department in the New York office of Bank
Austria. Previously, Mr. Strausberg accumulated 24 years of experience as an
employee and/or principal of several securities firms, including S.V.P.,
Deputy Manager of Fixed Income at Nikko Securities International, a Primary
Dealer in U.S. Government Securities Mr. Strausberg is a 1970 graduate of
Brooklyn College, City University of New York (BS in Economics) and a 1974
graduate of New York University Graduate School of Business (MBA). Mr.
Strausberg holds various securities and commodities licenses including Series
3,4,7,24, 27, 53, 55, 63 and 73.
Marc Greenspan. Mr. Greenspan is currently a nominee director of
Wavecount. He has over twenty years of experience in trading U.S. Government
Securities. He headed up the U.S. Government Securities Department at L.F.
Rothschild and was Co-Manager of Arbitrage at Nikko Securities. Mr. Greenspan
helped design the first issues of dealer created Zero-Coupon bonds at Paine
Webber. He has designed a proprietary risk free guaranty structure using U.S.
Treasury Zero-Coupon securities. He has a B.A. in Economics from Rutgers
University and is a government securities principal.
Steven A. Muchnikoff, Mr. Muchnikoff is a Director of Wavecount. He has
over twenty years of experience in fixed income, currencies and equities. He
was Vice President in charge of U.S. Treasury trading and sales for Nesbitt
Burns Securities, London. At First Interstate Bank he assisted in the design
of their U.S. Treasury Options program and also was Managing Director and
Partner of Atlantic Alliance Securities, Ltd., London. Mr. Muchnikoff has a
B.S. in Business Administration from the University of Southern California
and is a registered principal with the Securities and Futures Authority,
United Kingdom. He also has U.S. licenses with the NASD - series 7, 24 and 63.
David W. Parsons. Mr. Parsons is General Counsel of Wavecount.
Previously, Mr. Parsons had served as the general counsel or assistant gneral
counsel for broker-dealers since 1994. He also was special counsel for
financial affairs at Antioch College. Mr. Parsons has twenty years experience
in the field of securities law including four years with the Division of
Enforcement of the Securities and Exchange Commission and three years with
the Antifraud Department of the National Association of Securities Dealers.
Mr. Parsons is a 1975 graduate of New College, Sarasota, Florida (BA in
Political Science) and a 1979 graduate of the Georgetown University Law
Center (JD Cum Laude).
Elroy Drake. Mr. Drake is a member of the Navajo Indian Nation, and has
received his degree in Business administration from the Northern Arizona
University. Mr. Drake has recently completed a four-year term as Navajo
Nation Tax commissioner. During this term he assisted in the development of
investment strategies for Navajo Nation Permanent Trust Fund, worth over one
and a half billion dollars. Mr. Drake is the past CEO of the Hoopa Valley
Indians' Department of Enterprises. While CEO of the Hoopa Valley Indians
Enterprise Department he was instrumental in starting the Hoopa Valley Indian
gaming Casino. He advised the Kayenta Township, the first independent city on
the Navajo Nation, in the development of a sales tax in its city limits.
Compensation of Executive Officers and Directors. Ms. Fonner has not
received any cash compensation for services performed during the two years
prior to the Transaction. In connection with the plan of reorganization
approved by Marci's stockholders, certain persons designated by Capston
received 300,000 shares of Common Stock for administrative and management
services. Ms. Fonner received 96,400 of these shares of Common Stock for her
personal account.
Employee Position Term Salary Initial Stock
Option
Randy M. Strausberg CEO 5 years $150,000 250,000 shares (1)
David W. Parsons General Counsel 5 years $100,000 125,000 shares (1)
Steven Muchnikoff Director, COO 5 years $100,000 125,000 shares (1)
Marc Greenspan Treasurer 5 years $100,000 125,000 shares (1)
Manager of
Gov't Securities
Nominee Director
(1) stock options granted to our executives and key employees are exercisable at
a price of 50 cents per share (cash exercise) and will vest after one year from
February 1, 2000.
In addition, each of the executives and key employees identified above will
participate, without cost, in our standard employee benefit programs, including
medial/hospitalization insurance and group life insurance, as in effect from
time to time.
The Board currently does not have any committees; after the appointment of
the New Directors, the Board intends to form an Audit Committee and a
Compensation Committee. The Audit Committee will review the services provided by
the Company's independent accountants, consult with the independent accountants
on audits and proposed audits of the Company and review certain filings with the
SEC and the need for internal auditing procedures and the adequacy of internal
controls. The Compensation Committee will determine executive compensation and
review transactions between the Company and its affiliates, including any
associates of affiliates.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with a plan of reorganization previously approved by the
Company's stockholders, certain persons designated by Capston Network Company
(an affiliate of Ms. Fonner) received 300,000 shares of New Common for its
administrative and management services. Ms. Fonner, the Company's former sole
officer and director, received 96,400 of those shares for her personal account.
In addition, 150,000 shares of New Common were issued to legal counsel for
Capston for services rendered since 1996.
All shares of New Common issued to designees of Capston, legal counsel for
the parties and the finders were registered prior to issuance on a Form S-8
Registration Statement under the Securities Act of 1933.
The Company believes that each of these transactions were on terms no less
favorable to the Company than it could have obtained in transactions with
unrelated third parties.
NOTIFICATION OF COMPANY NAME CHANGE
FOLLOWING THEIR APPOINTMENT AS DIRECTORS OF THE COMPANY, THE NEW DIRECTORS
INTEND TO PROPOSE CHANGING THE COMPANY'S NAME TO DUPONT DIRECT FINANCIAL
HOLDINGS, INC., AND WAVECOUNT INTENDS TO APPROVE SUCH A CHANGE. SINCE WAVECOUNT
IS THE BENEFICIAL OWNER OF MORE THAN 80% OF THE COMPANY'S COMMON STOCK, IT HAS
THE LEGAL RIGHT AND AUTHORITY TO UNILATERALLY APPROVE SUCH A CHANGE WITHOUT THE
CONSENT OR APPROVAL OF THE COMPANY'S OTHER STOCKHOLDERS. UPON THE EFFECTIVENESS
OF THE PLANNED NAME CHANGE, THE COMPANY WILL BE REQUIRED TO (A) OBTAIN A NEW
CUSIP NUMBER FOR ITS COMMON STOCK, (B) OBTAIN A NEW TRADING SYMBOL FOR ITS
COMMON STOCK, AND (C) MAKE ARRANGEMENTS FOR THE EXCHANGE OF IT'S OUTSTANDING
STOCK CERTIFICATES. THE PLANNED NAME CHANGE WILL NOT AFFECT ANY RIGHTS AND
POWERS OF THE HOLDERS OF THE COMPANY'S COMMON STOCK.
Pursuant to the requirements of the Securities Exchange Act of 1934,the Company
has duly caused this statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
FAB Global, Inc.
___________/s/_____________
By: Randy Strausberg
President and Chief Executive Officer
Dated: February 25, 2000
___________/s/________________
Sally A. Fonner, Sole Director
Dated: February 25, 2000
