<PAGE> 1
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Information Statement [ ] Confidential, for Use of
[ ] Definitive Information Statement the Commission Only (as
permitted by Rule 14c-5(d)(2))
</TABLE>
eVENTURES GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Information Statement, if other than Registrant)
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:
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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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[eVentures Logo]
NOTICE OF PROPOSED CORPORATE ACTION
Dallas, Texas
November , 2000
To the Stockholders of
eVentures Group, Inc.:
eVentures Group, Inc., a Delaware corporation (the "Company"), has
proposed to change its name to Novo Networks, Inc.
On October 13, 2000, the Board of Directors of the Company unanimously
approved the adoption of a proposed amendment to the Amended and Restated
Certificate of Incorporation of the Company (the "Amendment") to change the name
of the Company to Novo Networks, Inc.
THE BOARD OF DIRECTORS OF THE COMPANY BELIEVES THAT APPROVAL OF THE
AMENDMENT IS IN THE BEST INTEREST OF THE COMPANY AND ITS STOCKHOLDERS.
On October 31, 2000, the holders of majority of the outstanding shares
of the Company's common stock, par value $.00002 per share, executed a written
consent approving the Amendment. WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
The attached Information Statement is being provided to you pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended. The
Information Statement contains a more detailed description of the Amendment. I
encourage you to read the Information Statement thoroughly.
By Order of the Board of Directors,
/s/ STUART J. CHASANOFF
Stuart J. Chasanoff
Senior Vice President,
General Counsel and Secretary
<PAGE> 3
eVENTURES GROUP, INC.
300 Crescent Court, Suite 800
Dallas, Texas 75201
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the stockholders of
eVentures Group, Inc., a Delaware corporation (the "Company"), in connection
with the proposed adoption of a Certificate of Amendment to the Company's
Amended and Restated Certificate of Incorporation (the "Amendment") by the
written consent of the holders of a majority in interest of the Company's voting
capital stock, consisting of the Company's outstanding common stock, par value
$.00002 per share (the "Common Stock"). On October 13, 2000, the Company's Board
of Directors determined that it is advisable and in the best interests of the
Corporation to amend the Amended and Restated Certificate of Incorporation in
order to change the Company's name from "eVentures Group, Inc." to "Novo
Networks, Inc." and so approved and recommended such amendment.
The proposed Amendment to the Amended and Restated Certificate of
Incorporation will become effective upon the filing of the Amendment with the
Secretary of State of the State of Delaware. On October 30, 2000, IEO
Investments Limited, Infinity Emerging Subsidiary Limited, Infinity Investors
Limited and certain of the Company's directors and executive officers,
representing approximately 61.2% of the Company's outstanding Common Stock, gave
their written consent to the adoption of the Amendment. The filing of the
Amendment will occur on or about December 9, 2000. The date on which this
Information Statement is intended to be sent to the stockholders is on or about
November 20, 2000. The record date established by the Company for purposes of
determining the number of outstanding shares of Common Stock of the Company is
October 16, 2000 (the "Record Date").
The elimination of the need for a special meeting of stockholders to
approve the Amendment is made possible by Section 228 of the Delaware General
Corporation Law (the "Delaware Law") which provides that the written consent of
the holders of outstanding shares of voting capital stock, having not less than
the minimum number of votes which would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted, may be substituted for such a special meeting. Pursuant to Section
242 of the Delaware Law, a majority of the outstanding shares of voting capital
stock entitled to vote thereon is required in order to amend the Company's
Amended and Restated Certificate of Incorporation. In order to eliminate the
costs and management time involved in holding a special meeting and in order to
effect the Amendment as early as possible in order to accomplish the purposes
of the Company as hereafter described, the Board of Directors of the Company
voted to utilize the written consent of the holders of a majority in interest
of the Common Stock of the Company.
Pursuant to Section 228 of the Delaware Law, the Company is required
to provide prompt notice of the taking of the corporate action without a
meeting to stockholders who have not consented in writing to such action.
Inasmuch as the Company will have provided this Information Statement to its
stockholders of record, the Company will notify its stockholders of the
effective date of the Amendment at the time of distribution of its next
Quarterly Report on Form 10-Q. No additional action will be undertaken pursuant
to such written consent, and no dissenters' rights under the Delaware Law are
afforded to the Company's stockholders as a result of the adoption of the
Amendment.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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EXECUTIVE OFFICES
The Company's principal executive offices are located at 300 Crescent
Court, Suite 800, Dallas, Texas 75201. Its telephone number is (214) 777-4100.
OUTSTANDING VOTING STOCK OF THE COMPANY
RECORD DATE AND OUTSTANDING VOTING SECURITIES
At the close of business on the October 16, 2000 (the "Record Date"), the
Company had issued and outstanding approximately:
o 51,989,042 shares of issued and outstanding Common Stock held by
approximately 1,060 stockholders of record;
o No shares of issued and outstanding Series A Convertible Preferred Stock
(the "Preferred A Stock");
o 4,500 shares of issued and outstanding Series B Convertible Preferred Stock
(the "Preferred B Stock") held by approximately 18 stockholders of record;
and
o 15,570 shares of Series C Convertible Preferred Stock (the "Preferred C
Stock") held by approximately 8 stockholders of record.
An additional 326,087, and 869,832 shares of Common Stock are issuable upon
the conversion of the outstanding Preferred B Stock, and Preferred C Stock,
respectively.
Each share of Common Stock is entitled to one vote. The Common Stock
constitutes the only outstanding securities of the Company eligible to vote on
the Amendment.
The stockholders that executed the written consent hold approximately 61.2%
of the Common Stock and have effective control of the Company through the voting
power of their shares.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
SECURITY OWNERSHIP OF DIRECTORS,
MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock as of the Record Date by: (i) each
person who is a beneficial owner of more than 5% of the Company's capital stock;
(ii) each director of the Company; (iii) the Chief Executive Officer and four
most highly compensated officers and (iv) all executive officers and directors
of the Company as a group. Unless otherwise indicated, the address of each
listed stockholder is in care of the Company at 300 Crescent Court, Suite 800,
Dallas, Texas 75201.
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All of the shares indicated in the table below are of Common Stock:
<TABLE>
<CAPTION>
PERCENTAGE
NUMBER OF SHARES BENEFICIALLY
HOLDERS BENEFICIALLY OWNED(1) OWNED(2)
---------------------------------------- --------------------- -------------
<S> <C> <C>
IEO Investments Limited(3)............... 10,316,200 19.8%
Infinity Emerging Subsidiary Limited(4).. 8,683,800 16.7%
Infinity Investors Limited(5)............ 8,500,000 16.3%
HW Capital, L.P.(6)...................... 8,819,800 17.0%
HW Partners, L.P.(7)..................... 8,500,000 16.3%
Jeffrey A. Marcus(8)..................... 1,482,300 2.8%
Barrett N. Wissman(9).................... 18,744,800 35.7%
Mark R. Graham(10)....................... 361,000 *
Jan R. Horsfall(11)...................... 150,000 *
Clark K. Hunt(12)........................ 28,521,000 54.8%
David Leuschen(13)....................... 250,000 *
Stuart A. Subotnick(14).................. 300,000 *
Fred A. Vierra(15)....................... 225,000 *
Mitchell A. Arthur(16)................... 1,676,666 3.2%
Samuel Litwin(17)........................ 1,576,166 3.0%
J. Stevens Robling(18)................... 545,000 1.0%
Officers and Directors as a Group
(16 Persons)(19).................... 37,818,264 67.7%
</TABLE>
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* Represents less than one percent.
(1) All information has been determined as of September 30, 2000. For
purposes of this table, a person is deemed to have beneficial ownership
of the number of shares of Common Stock that such person has the right
to acquire pursuant to the exercise of stock options exercisable within
60 days.
(2) For purposes of computing the percentage of outstanding shares of
Common Stock held by such person, any shares of Common Stock which such
person has the right to acquire pursuant to the exercise of a stock
option exercisable within 60 days is deemed to be outstanding, but is
not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person.
(3) This information is based on information reported by the stockholder in
filings made with the Commission. The address of IEO Investments
Limited is Hunkins Waterfront Plaza, Main Street Post Office Box 556,
Charlestown, Nevis, West Indies.
(4) This information is based on information reported by the stockholder in
filings made with the Commission. The address of Infinity Emerging
Subsidiary Limited is Hunkins Waterfront Plaza, Main Street Post Office
Box 556, Charlestown, Nevis, West Indies.
(5) This information is based on information reported by the stockholder in
filings made with the Commission. The address of Infinity Investors
Limited is Hunkins Waterfront Plaza, Main Street Post Office Box 556,
Charlestown, Nevis, West Indies.
(6) This information is based on information reported by the stockholder in
filings made with the Commission. The address of HW Capital, L.P. is
1601 Elm Street, 40th Floor, Dallas, Texas 75201.
(7) This information is based on information reported by the stockholder in
filings made with the Commission. The address of HW Partners, L.P. is
1601 Elm Street, 40th Floor, Dallas, Texas 75201.
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(8) Includes (a) 504,800 shares of Common Stock owned directly and (b)
options to purchase 977,500 shares of Common Stock.
(9) Includes (a) 25,000 shares of Common Stock owned directly, (b)
8,683,800 shares of Common Stock owned by Infinity Emerging Subsidiary
Limited and 8,500,000 shares of Common Stock owned by Infinity
Investors Limited, (c) 950,000 shares of Common Stock owned by a trust
of which Mr. Wissman has indirect beneficial ownership, (d) 136,000
shares of Common Stock owned by a partnership as to which Mr. Wissman
has shared ownership and (e) options to purchase 450,000 shares of
Common Stock. Mr. Wissman disclaims beneficial ownership of the shares
of Common Stock held by Infinity Emerging Subsidiary Limited and
Infinity Investors Limited.
(10) Includes (a) 125,000 shares of Common Stock owned by a corporation
controlled by Mr. Graham, (b) 136,000 shares of Common Stock owned by a
partnership as to which Mr. Graham has shared control and (c) options
to purchase 100,000 shares of Common Stock.
(11) Includes options to purchase 150,000 shares of Common Stock.
(12) Includes (a) 35,000 shares of Common Stock owned directly, (b)
10,316,200 shares of Common Stock owned by IEO Holdings Limited,
8,683,800 shares of Common Stock owned by Infinity Emerging Subsidiary
Limited, 8,500,000 shares of Common Stock owned by Infinity Investors
Limited and 750,000 shares of Common Stock owned by Mustang Capital,
Limited., and (c) 136,000 shares of Common Stock owned by a partnership
in which Mr. Hunt has shared ownership and (d) options to purchase
100,000 shares of Common Stock. Mr. Hunt disclaims beneficial ownership
of the shares of Common Stock held by IEO Investments, Limited,
Infinity Emerging Subsidiary Limited, Infinity Investors Limited and
Mustang Capital. The address of Mustang Capital is 1601 Elm Street,
40th Floor, Dallas, Texas 75201.
(13) Includes (a) 200,000 shares of Common Stock owned directly and (b)
options to purchase 50,000 shares of Common Stock.
(14) Includes (a) 250,000 shares of Common Stock owned directly and (b)
options to purchase 50,000 shares of Common Stock.
(15) Includes (a) 25,000 shares of Common Stock owned directly and (b)
options to purchase 200,000 shares of Common Stock.
(16) Includes (a) 1,535,000 shares of Common Stock owned directly and (b)
options to purchase 141,666 shares of Common Stock. Mr. Arthur's
address is 1 Evertrust Plaza, 8th Floor, Jersey City, New Jersey 07302.
(17) Includes (a) 1,405,000 shares of Common Stock owned directly, (b)
30,000 shares of Common Stock owned indirectly and (c) options to
purchase 141,666 shares of Common Stock. Mr. Litwin's address is 1
Evertrust Plaza, 8th Floor, Jersey City, New Jersey 07302.
(18) Includes (a) 120,000 shares of Common Stock owned directly and (b)
options to purchase 425,000 shares of Common Stock.
(19) Includes options to purchase 3,872,498 shares of Common Stock.
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<PAGE> 7
AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
Generally.
The Board of Directors of the Company has approved an amendment to
Article FIRST of the Company's Amended and Restated Certificate of Incorporation
to change the Company's name from "eVentures Group, Inc." to "Novo Networks,
Inc."
Reasons for the Proposed Name Change.
The Board of Directors has approved an amendment to the Company's
Amended and Restated Certificate of Incorporation to change its name from
"eVentures Group, Inc." to "Novo Networks, Inc." This change is representative
of the Company's stated objective to focus on its broadband network service, as
described in the Company's Annual Report of Form 10-K for the year ended June
30, 2000. Through August 2000, the Company's strategy was to build a family of
interdependent companies by operating, developing and investing in
communications-related businesses and support services that leverage the power
of the Internet. At the center of the Company's strategy were investments in the
Company's wholly-owned subsidiaries, AxisTel Communications, Inc. ("AxisTel"),
e.Volve Technology Group, Inc. ("e.Volve") and iGlobal Services Inc. ("iGlobal")
which focused on the deployment and operation of private, managed global
communications networks.
The Company is now in the process of combining and expanding the
AxisTel, e.Volve and iGlobal networks to deploy a range of broadband network
services that the Company can offer to its customers. As the Company expands
its network, the Company anticipates increasing its product and service
offerings and its customer base. By consolidating its network businesses, the
Company intends to establish a single entity that is well positioned to
capitalize on the growth in the global market for broadband network services.
The Company believes that its new name will better reflect the Company's focus
on this new strategy and assist in developing name recognition for the
Company's products and services.
No Dissenter's Rights.
Under Delaware Law, stockholders are not entitled to dissenter's
rights of appraisal with respect to the Company's proposed amendment to the
Company's Amended and Restated Certificate of Incorporation to change the name
of the Company.
The complete text of the Amendment to the Amended and Restated
Certificate of Incorporation is set forth as Exhibit A to this Information
Statement.
By Order of the Board of Directors,
/s/ STUART J. CHASANOFF
Name: Stuart J. Chasanoff
Title: Senior Vice President,
General Counsel and Secretary
5
<PAGE> 8
EXHIBIT A
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CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
eVENTURES GROUP, INC.
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Pursuant to Section 242 of the Delaware General Corporation Law
eVentures Group, Inc., (the "Corporation"), a corporation existing
under and by virtue of the Delaware General Corporation Law (the "DGCL"), does
here by certify:
FIRST: The name of the Corporation is eVentures Group, Inc..
SECOND: The Board of Directors of the Corporation (the "Board"), at a
meeting duly called and held on October 13, 2000, in accordance with the
applicable provisions of the DGCL and the Corporation's Bylaws, did duly adopt
resolutions (a) approving the amendment to the Corporation's Certificate of
Incorporation described herein (the "Amendment"), (b) directing that the
Amendment be submitted to the stockholders of the Corporation (the
"Stockholders") for their consideration and approval, and (c) directing that,
upon approval and adoption of such amendment by the Stockholders of the
Corporation, this amendment be executed and filed with the Secretary of State of
the State of Delaware and elsewhere as may be required by law.
THIRD: A majority of the Stockholders of the Corporation acting by
written consent on October 31, 2000, adopted resolutions adopting the
Amendment.
FOURTH: The resolutions adopted by the Stockholders are as follows:
"RESOLVED, that Article FIRST of the Amended and Restated Certificate
of Incorporation of the Corporation be amended to read in its entirety as
follows:
"FIRST: The name of the corporation is Novo Networks, Inc.
(the "Corporation")."
FURTHER RESOLVED, that the filing of a Certificate of Amendment to the
Amended and Restated Certificate of Amendment of the Corporation with the
Secretary of State of the State of Delaware, and elsewhere as required by law,
to effect the foregoing amendment to the Amended and Restated Certificate of
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Incorporation be, and it hereby is, approved, ratified and confirmed in all
respects."
FIFTH: This Certificate of Amendment to the Amended and Restated
Certificate of Incorporation has been duly adopted and is being filed in
accordance with the provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, the Secretary of this Corporation has hereunto set
his hand this ___ day of December 2000.
eVENTURES GROUP, INC.
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By:
Its Secretary
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