<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>
[ ] Preliminary Information Statement [ ] Confidential, for Use of
[X] 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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(4) Date Filed:
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<PAGE> 2
[eVentures LOGO] [NOVO LOGO]
NOTICE OF PROPOSED CORPORATE ACTION
DALLAS, TEXAS
NOVEMBER 20, 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 a 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
Company 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 the Amendment.
The proposed Amendment will become effective upon filing with the Secretary
of State of the State of Delaware. On October 31, 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. This Information Statement will be sent to stockholders of the
Company 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 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. The Board of Directors of the Company
decided to obtain the written consent of the holders of a majority of the
outstanding shares of Common Stock in order to (i) eliminate the costs and
management time required to hold a special meeting of stockholders and (ii)
effect the Amendment as soon as possible and therefore accomplish the purposes
of the Amendment, as described herein, in a timely manner.
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.
<PAGE> 4
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 Record Date, the Company had issued and
outstanding approximately:
- 51,989,042 shares of issued and outstanding Common Stock held by
approximately 1,060 stockholders of record;
- No shares of issued and outstanding Series A Convertible Preferred Stock
(the "Preferred A Stock");
- 4,500 shares of issued and outstanding Series B Convertible Preferred
Stock (the "Preferred B Stock") held by approximately 18 stockholders of
record; and
- 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.
2
<PAGE> 5
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.
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)................................ 350,000 *
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)..... 37,868,264 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.
3
<PAGE> 6
(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.
(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 200,000 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, (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, Limited. The address of Mustang
Capital, Limited 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 100,000 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 3,922,498 shares of Common Stock.
4
<PAGE> 7
AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
GENERAL
The Board of Directors of the Company has approved the Amendment to change
the Company's name from "eVentures Group, Inc." to "Novo Networks, Inc."
REASONS FOR THE PROPOSED NAME CHANGE
The name change is representative of the Company's stated objective to
focus on its broadband network services, as described in the Company's Annual
Report on Form 10-K for the fiscal 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 Internet Global Services Inc. ("iGlobal") which focused on the
deployment and operation of private, managed 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 proposed Amendment.
The complete text of the Amendment 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
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
EVENTURES GROUP, INC.
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 hereby
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 Incorporation 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 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.
------------------------------------
By:
Its Secretary
