SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of
1934
Check the appropriate box:
( ) Preliminary Information Statement
( ) Confidential, for Use of the Commission Only
(x) Definitive Information Statement
Forme Capital, Inc.
(Name of Registrant as Specified in Its Charter)
Daniel Wettreich
(Name of Person(s) Filing the Information Statement)
Payment of Filing Fee (Check the appropriate box):
(_) $125 per Exchange Act Rules 0-11c(1)(ii), or 14c-5(g).
(_) 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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
(_) 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 date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
Forme Capital, Inc.
6959 Arapaho
Suite 122
Dallas, Texas 75248
(972) 386-8907
24th May 2000
PROSPECTUS/INFORMATION STATEMENT
This Information Statement is being mailed to the Stockholders
of Forme Capital, Inc., a Delaware Corporation (the
"Company")on or about 24th May 2000, in connection with action
taken by the Board of Directors and the holders of at least
eighty percent (80%)of the outstanding shares of the Company's
Common Stock by Written Consent. Accordingly, all necessary
corporate approvals in connection with the matters referred to
herein have been obtained, and this Information Statement is
furnished solely for the purpose of informing stockholders, in
the manner required under the Securities Exchange Act of 1934, as
amended, of these corporate actions before they take effect.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
THE COMPANY
The Company was incorporated in Delaware on December 2,
1986, as a wholly owned subsidiary of Danzar Investment Group,
Inc. ("Danzar") and on April 10, 2000 all the Company's then
issued shares were distributed to Danzar stockholders. The
Company has no operations or substantial assets.
ACTION TAKEN
The Company, as authorized by the necessary approvals of the
board of directors and stockholders owning at least eighty
percent (80%) of the issued and outstanding shares of Common
Stock, has adopted two amendments to the Company's Certificate of
Incorporation, as amended.
I. ONE FOR THIRTY-FIVE REVERSE COMMON STOCK SPLIT OF THE
AUTHORIZED AND OUTSTANDING COMMON STOCK
The first amendment authorizes a one for thirty-five reverse
Common Stock split of the outstanding common shares. The par
value will not be affected. The Company currently has 25,000,000
share authorized, of which 11,503,900 are issued. Following the
reverse split, the Company will have approximately 328,571 Common
Shares outstanding.
II. INCREASE THE AUTHORIZED COMMON SHARES
The second amendment increases the authorized common shares
to 100,000,000. The Fourth paragraph of the Company's
Certificate of Incorporation shall read as follows:
"Fourth: The total number of shares of all classes
which the corporation shall have authority to issue is
200,000,000, of which 100,000,000 shares shall be
Common Stock of $.001 par value and of which
100,000,000 shares shall be Preferred Stock of $.01 par
value, (the "Preferred Stock,") with the following
designations, powers, preferences, rights,
qualifications, limitations, or restrictions:
1) The Board of Directors is expressly authorized at
any time, and from time to time, to provide for the
issuance of shares of Preferred Stock in one or more
series, with such voting powers, <PAGE> full or
limited, but not to exceed one vote per share, or
without voting powers and with such designations,
preferences and relative, participating, optional or
other annual rights, and qualifications,
limitations, or restrictions thereof, as shall be
expressed in the resolution or resolutions providing
for the issue thereof adopted by the Board of
Directors and as not expressed in this Certificate
of Incorporation or any amendment thereto,
including, but without limiting the generality of
the foregoing, the following:
a) the designation of such series;
b) the dividend rate of such series, the
conditions and dates upon which such dividends
shall be payable, the preference or relation
which such dividends shall bear to the
dividends payable on any other class or classes
of capital stock of the Corporation, and
whether such dividends shall be cumulative or
non-cumulative;
c) whether the shares of such series shall be
subject to redemption, the times, prices and
other terms and conditions of such redemption;
d) the terms and amount of any sinking fund
provided for the purchase or redemption of the
shares of such series;
e) whether the shares of such series shall be
convertible into or exchangeable for shares of
any other class or classes or of any other
series of any class or classes of capital stock
of the Corporation, and, if provision be made
for conversion or exchange, the times, prices,
rates, adjustments, and other terms and
conditions of such conversion or exchange;
f) the extent, if any, to which the holders of the
shares of such series shall be entitled to vote
as a class or otherwise with respect to the
election of directors or otherwise; provided,
however, that in no event shall any holder of
any series of Preferred Stock be entitled to
more than one vote for each share of such
Preferred Stock held by him;
g) the restrictions and conditions, if any, upon
the issue or reissue of any additional
Preferred Stock ranking on a parity with or
prior to such shares as to dividends or upon
dissolution;
h) the rights of the holders of the shares of such
series upon the dissolution of, or upon the
distribution of assets of, the Corporation,
which rights may be different in the case of a
voluntary dissolution than in the case of an
involuntary dissolution.
2) except as otherwise required by law and except for
such voting powers with respect to the election of
directors or other matters as may be stated in the
resolution of the Board of Directors creating any
series of Preferred Stock, the holders of any such
series shall have no voting power whatsoever.
All shares, when issued shall be fully paid and
nonassessable; and the private property of
stockholders shall not be liable for corporate
debts. Stockholders shall have no preemptive
rights.
All matters properly presented for shareholder vote
shall be affirmed by a majority of the shareholders
voting unless the laws of the state of Delaware
absolutely require a larger vote."
NO DISSENTERS' RIGHTS
The corporate action described in this Information Statement
will not afford to stockholders the opportunity to dissent from
the action described herein and to receive an agreed or
judicially appraised value for their shares.
<PAGE>
PURPOSE OF THE AMENDMENTS
The two amendments work together to reduce the number of
shares outstanding, create sufficient common shares and preferred
shares to give the Company flexibility to issue shares in
connection with offerings of shares for cash, acquisitions of
other companies, financing transactions, and other general
corporate purposes.
The Board of Directors deems it to be advisable to approve
the one for thirty-five reverse common stock split so that the
Company will have a sufficient number of shares available for
possible issuances in connection with offerings of shares for
cash, acquisitions of other companies, financing transactions and
other general corporate purposes.
After the implementation of both of these amendments the
Board believes that this is an adequate number to meet the needs
of the Company for the foreseeable future. The Company has
accepted a subscription for 2,700,000 common shares from Mick Y.
Wettreich at par value, conditional upon the approval of the
reverse stock split and the subsequent increase in the authorized
common stock and subsequent effectiveness. The Board of Directors
may authorize the issuance of additional shares of Common Stock
in the future without the approval of stockholders, unless such
approval is required by law or regulation or is deemed advisable
by the Board of Directors.
The reverse split will result in an increase to the
stockholders' equity on a per share basis but will not result in
a change to the stockholders' equity overall. However, the Board
of Directors may authorize the issuance of additional shares of
Common Stock or shares of Preferred Stock without the approval of
stockholders which would have the effect of diluting the
stockholders' equity per share.
The Company believes that the Amendments will not have any
effect on its business and operations. Should additional shares
be issued, the other stockholders of the Company will experience
a decrease in their percentage stock ownership in the Company.
The Board of Directors will establish all rights associated
with the Preferred Stock at the time of the issuance of the
Preferred Stock. The Board of Directors may create one or more
classes of Preferred Stock with such rights and preferences the
Board of Directors deems advisable with respect to the purpose
for which the Preferred Stock is issued. Such rights and
preferences could include voting rights, the right to receive
dividends or distributions, and preferences not otherwise
available to holders of Common Stock upon the dissolution or
liquidation of the Company. The Company could issue shares of
Preferred Stock at a price less than market or book value.
The Company currently has no plans to issue any shares of
Preferred stock. In the future, should the Board of Directors
approve a transaction involving the issuance of shares of
Preferred Stock, it is the present intention of the Board of
Directors to authorize such issuances of shares without further
shareholder approval, unless otherwise required by law or
regulation or deemed advisable by the Company in connection with
listing rules or otherwise. The Board of Directors believes that
the delay caused by the necessity of obtaining shareholder
approval for a specific issuance could be to the detriment of the
Company and its stockholders. The adoption of the first
amendment should have an anti-takeover effect because the Board
of Directors would have the ability to issues shares of Preferred
Stock with such rights and preferences, including conversion to
shares of Common Stock, as a defense to an attempted takeover
that the Board of Directors considers not to be in the best
interests of the Company and its stockholders.
Issuance of Preferred Stock could result in the dilution of
the stockholders' equity per share and could reduce the
percentage ownership of Common Stock by existing stockholders who
do not have preemptive rights. Additionally, issuances of shares
of Preferred Stock could result in the holders of shares of
Preferred Stock having preferential rights not available to the
holders of Common Stock. Holders of Common Stock have no
preemptive rights and accordingly, stockholders would not have
any preemptive rights to purchase any shares of Preferred Stock
when issued.
These amendments will take effect twenty days after mailing
this information to shareholders.
STOCKHOLDER APPROVAL PREVIOUSLY OBTAINED
As of April 28, 2000, the Company had 11,503,900 issued and
outstanding shares of Common Stock, each of which is entitled to
one vote on any matter brought to a vote of the Company's
stockholders. Zara Wettreich, Separate Property owns in the
aggregate of 10,250,000 shares of Common Stock (89% of the issued
and outstanding shares of Common Stock). By The Written Consent
In Lieu of Meeting dated April 24, 2000, Zara Wettreich approved
the adoption and implementation of the Amendments. Such action
by written consent is sufficient to satisfy the applicable
requirements of Delaware law that any amendment of the Company's
Certificate of Incorporation be approved by the stockholders.
Accordingly, the stockholders will not be asked to take further
action on the Amendments at any future meeting.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
The following table shows the amounts of Common Stock, $.001
par value, owned as of April 28, 2000, by each person known to
own beneficially more than five percent (5%) of the outstanding
Common Stock of the Registrant, by each director, and by all
officers and directors as a group (1 person). Each individual
has sole voting power and sole investment power with respect to
the shares beneficially owned.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Daniel Wettreich 10,250,000 (1) 89%
6959 Arapaho Road, Suite 122
Dallas, Texas 75248
All Officers and Directors 10,250,000 (1) 89%
as a group (1 person)
Zara Wettreich,
Separate Property 10,250,000 89%
6959 Arapaho Road, Suite 122
Dallas, Texas 75248
(1) 10,250,000 of these shares are in the name of Zara
Wettreich, Separate Property. Mr. Wettreich has
disclaimed any beneficial interest in the shares owned
by his wife.
NOTE: The Company has accepted a conditional common stock
subscription from Mick Y. Wettreich as noted above under the
heading Purpose for Amendments.
<PAGE>
SHAREHOLDER PROPOSALS
Any stockholder proposal to be considered by the Company for
inclusion in the 2001 Proxy Statement must be received by the
Company not later than March 31, 2001. Any such proposal should
be sent to the Company, 6959 Arapaho, Suite 122, Dallas, Texas
75248. Any such proposal should provide the proposer's intention
to present the proposal for action at the meeting, and must
comply with Item 4 of Schedule 14c of the rules of the Securities
and Exchange Commission.
By Order of the Board of Directors
Daniel Wettreich
Director and President
<PAGE
Dallas, Texas
May 18, 2000
EXHIBIT A
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF
FORME CAPITAL, INC.
THE UNDERSIGNED, being the President of Forme Capital, Inc.,
hereby certifies that:
FIRST: The name of the Corporation is Forme Capital, Inc.
SECOND: The original Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of
Delaware on December 2, 1986.
THIRD: The first amendment authorized a one for thirty-five
reverse stock split of the outstanding common shares. The Company
currently has 25,000,000 share authorized, of which 11,503,900
are issued.
FOURTH: Article Four of said Certificate of Incorporation is
hereby amended in its entirety to read as follows:
"Fourth: The total number of shares of all classes
which the corporation shall have authority to issue is
200,000,000, of which 100,000,000 shares shall be
Common Stock of $.001 par value and of which
100,000,000 shares shall be Preferred Stock of $.01 par
value, (the "Preferred Stock,") with the following
designations, powers, preferences, rights,
qualifications, limitations, or restrictions:
1) The Board of Directors is expressly authorized at
any time, and from time to time, to provide for the
issuance of shares of Preferred Stock in one or more
series, with such voting powers, full or limited,
but not to exceed one vote per share, or without
voting powers and with such designations,
preferences and relative, participating, optional or
other annual rights, and qualifications,
limitations, or restrictions thereof, as shall be
expressed in the resolution or resolutions providing
for the issue thereof adopted by the Board of
Directors and as not expressed in this Certificate
of Incorporation or any amendment thereto,
including, but without limiting the generality of
the foregoing, the following:
a) the designation of such series;
b) the dividend rate of such series, the
conditions and dates upon which such dividends
shall be payable, the preference or relation
which such dividends shall bear to the
dividends payable on any other class or classes
of capital stock of the Corporation, and
whether such dividends shall be cumulative or
non-cumulative;
c) whether the shares of such series shall be
subject to redemption, the times, prices and
other terms and conditions of such redemption;
d) the terms and amount of any sinking fund
provided for the purchase or redemption of the
shares of such series;
e) whether the shares of such series shall be
convertible into or exchangeable for shares of
any other class or classes or of any other
series of any class or classes of capital stock
of the Corporation, and, if provision be made
for conversion or exchange, the times, prices,
rates, adjustments, and other terms and
conditions of such conversion or exchange;
f) the extent, if any, to which the holders of the
shares of such series shall be entitled to vote
as a class or otherwise with respect to the
election of directors or otherwise; <PAGE>
provided, however, that in no event shall any
holder of any series of Preferred Stock be
entitled to more than one vote for each share
of such Preferred Stock held by him;
g) the restrictions and conditions, if any, upon
the issue or reissue of any additional
Preferred Stock ranking on a parity with or
prior to such shares as to dividends or upon
dissolution;
h) the rights of the holders of the shares of such
series upon the dissolution of, or upon the
distribution of assets of, the Corporation,
which rights may be different in the case of a
voluntary dissolution than in the case of an
involuntary dissolution.
2) except as otherwise required by law and except for
such voting powers with respect to the election of
directors or other matters as may be stated in the
resolution of the Board of Directors creating any
series of Preferred Stock, the holders of any such
series shall have no voting power whatsoever.
All shares, when issued shall be fully paid and
nonassessable; and the private property of
stockholders shall not be liable for corporate
debts. Stockholders shall have no preemptive
rights.
All matters properly presented for shareholder vote shall be
affirmed by a majority of the shareholders voting unless the laws
of the state of Delaware absolutely require a larger vote."
FIFTH: The foregoing amendments have been duly advised and
adopted by the Board of Directors of the Corporation and approved
by the stockholders of the Corporation in accordance with the
applicable provisions of Section 242 of the General Corporation
Law of the State of Delaware by written consent of the
stockholders of the Corporation given in accordance with the
provisions of Section 228 of the General corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 18th Day of May, 2000.
/s/Daniel Wettreich
President
