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________________________________________________________________________________
SCHEDULE 14C
(RULE 14c-201)
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INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
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INFORMATION 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 (as permitted
by Rule 14c-5(d)(2)
[x] Definitive information statement
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ASIA MEDIA COMMUNICATIONS, LTD.
(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:
_______________________________________________________________________
(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 the date of its filing.
(1) Amount previously paid:
_______________________________________________________________________
(2) Form, Schedules or Registration Statement No.:
_______________________________________________________________________
(3) Filing party:
_______________________________________________________________________
(4) Date filed:
_______________________________________________________________________
________________________________________________________________________________
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ASIA MEDIA COMMUNICATIONS, LTD.
712 FIFTH AVENUE, 7TH FL.
NEW YORK, NY 10019
INFORMATION STATEMENT
GENERAL
On March 11, 1999, the Board of Directors of the Company adopted
resolutions approving an amendment (the 'Amendment') to the Company's amended
Articles of Incorporation and recommending that the Amendment be submitted to
stockholders of the Company for their approval as required under the Nevada
General Corporation Law ('NGCL'). The Amendment provides for a change in the
Company's name to MyWeb Inc.com.
As of the close of business on March 13, 1999, the record date for the
determination of stockholders to whom this Information Statement is sent, the
Company had outstanding 9,485,355 shares of common stock, par value $.01 per
share (the 'Common Stock'), each share being entitled to one vote on each matter
presented at a meeting or to give one consent in lieu of voting at a meeting. As
permitted under Section 78.320 of the NGCL, by written consent dated March 16,
1999, shareholders of the Company representing more than 50.1% of the issued and
outstanding shares of Common Stock approved the Amendment. The Amendment will
become effective on the date of the filing thereof with the Secretary of State
of Nevada (the 'Effective Date'), which filing is expected to take place on, or
shortly after, April 28, 1999. A copy of the Amendment is attached hereto as
Exhibit A.
This Information Statement is being mailed to stockholders of the Company
on or about April 7, 1999.
All expenses incurred in connection with the preparation and mailing of
this Information Statement will be borne by the Company. This Information
Statement is prepared and distributed by the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
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INTEREST OF CERTAIN PERSONS IN MATTERS
TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person has
any substantial interest, direct or indirect, by security holdings or otherwise,
resulting from the Amendment, which is not shared by all other stockholders
pro-rata, and in accordance with their respective interests.
PRINCIPAL STOCKHOLDERS
So far is known to the Company, the following table sets forth the
beneficial owner of 5% or more of the Common Stock as March 15, 1999. Beneficial
ownership has been determined for purposes herein in accordance with Rule 13d-3
of the Securities Exchange Act of 1934 as amended, under which a person is
deemed to be the beneficial owner of securities if such person has or shares
voting power or investment power in respect of such securities or has the right
to acquire beneficial ownership within 60 days.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME AND ADDRESS TITLE OF CLASS BENEFICIAL OWNERSHIP OF CLASS
- --------------------------------------------------------------- -------------- -------------------- ----------
<S> <C> <C> <C>
Dr. Ahman Mustaffa Babjee ..................................... Common 850,000 8.96%
Incubator 2, Unit G3, Technology Park Indirect(1)
Malaysia
Lebuhraya Puchong-Sungei Besi, Bukit Jalil
57000 Kuala Lumpur
Cheach Meng Fui ............................................... Common 850,000 8.96%
Incubator 2, Unit G3, Technology Park Indirect(2)
Malaysia
Lebuhraya Puchong-Sungei Besi, Bukit Jalil
57000 Kuala Lumpur
Doris Poh Heem Huang .......................................... Common 789,550 8.32%
612 Telok Blangah Road Indirect(3)
#01-03 Fairways Condominium
Singapore 102096
Chew Gaik Sim ................................................. Common 850,000 8.96%
Incubator 2, Unit 63, Technology Park Indirect(4)
Malaysia
Lebuhraya Puchong-Sungei Besi, Bukit Jalil
57000 Kuala Lumpur
T.S. Wong ..................................................... Common 2,675,950 28.20%
Incubator 2, Unit G3, Technology Park Indirect(5)
Malaysia
Lebuhraya Puchong-Sungei Besi, Bukit Jalil
57000 Kuala Lumpur
</TABLE>
- ------------
(1) Owned of record by Ambang Dinamik Sdn. Bhd.
(2) Owned of record by Jerisle Ltd.
(3) Owned of record by Free Earth Investments Ltd. Mrs. Huang is the wife of
Victor Ng, a director of the Company, and Mr. Ng disclaims beneficial
ownership of these shares.
(4) Owned of record by Neutron Enterprises Inc.
(5) Owned of record by Star Channel Systems Sdn. Bhd. of which Mr. Wong owns
82.3% of the outstanding stock.
2
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AMENDMENT TO THE COMPANY'S
AMENDED CERTIFICATE OF INCORPORATION
TO EFFECT A CHANGE IN NAME
Upon filing of the Amendment the Company's name will be changed to MyWeb
Inc.com. The purpose of this change is to reflect the acquisition by the Company
on February 24, 1999, of 100% of the capital stock of TecnoChannel Sdn. Bhd., a
Malaysian corporation that trades under the name 'MyWeb' and which constitutes
the sole operating business of the Company. The voting and other rights that
accompany the Common Stock will not be affected by the change in corporate name.
SHAREHOLDERS MAY, BUT NEED NOT, EXCHANGE THEIR CERTIFICATES TO REFLECT THE
CHANGE IN CORPORATE NAME.
By Order of the Board of Directors
EDWARD J. TOBIN
Chairman of the Board
3
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EXHIBIT A
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(AFTER ISSUANCE OF STOCK)
ASIA MEDIA COMMUNICATIONS, LTD.
We, the undersigned, Edward J. Tobin, Chairman, and Steven A. Saide,
Assistant Secretary of Asia Media Communications, Ltd. do hereby certify:
That the Board of Directors of said corporation by Unanimous Written
Consent of the Board of Directors dated March 11, 1999, adopted resolutions to
amend the original articles as follows:
Article First is hereby amended to read as follows:
1. NAME. The name of the corporation is MyWeb Inc.com
(hereinafter called the "Corporation").
The number of shares of the corporation outstanding and entitled to vote
on an amendment to the Articles of Incorporation is 9,485,355; that the said
change and amendment have been consented to and approved by a majority vote of
the stockholders holding at least a majority of each class of stock outstanding
and entitled to vote thereon.
________________________________
Edward J. Tobin, Chairman
________________________________
Steven A. Saide, Assistant Secretary
STATE OF )
) SS.
COUNTY OF )
On _______________, 1999, personally appeared before me, a Notary
Public, Edward J. Tobin who acknowledged that he executed the above instrument.
________________________________
Signature of Notary
(Notary Stamp or Seal)
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STATE OF )
) SS.
COUNTY OF )
On _______________, 1999, personally appeared before me, a Notary
Public, Steven A. Saide who acknowledged that he executed the above instrument.
________________________________
Signature of Notary
(Notary Stamp or Seal)
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