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SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT
OF 1934
Check the appropriate box:
[X] Preliminary Information Statement [ ] Confidential, for Use of the
[ ] Definitive Information Statement Commission Only (as permitted
by Rule 14c-5(d)(2)
CTC COSMETICS HOLDINGS COMPANY, INC.
(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:
NOT APPLICABLE
(2) Aggregate number of securities to which transaction applies:
NOT APPLICABLE
(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):
NOT APPLICABLE
(4) Proposed maximum aggregate value of transaction:
NOT APPLICABLE
(5) Total fee paid:
NOT APPLICABLE
[ ] 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, Schedule or Registration Statement No:
(3) Filing Party:
(4) Date Filed:
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CTC COSMETICS HOLDINGS COMPANY, INC.
129 Front Street, Penthouse Suite
Hamilton, HM 12 Bermuda
NOTICE OF THE TAKING OF CORPORATE ACTION
WITHOUT A MEETING BY WRITTEN CONSENT
Notice is hereby given that Voyager Select IPO Fund, Ltd., a Bermuda
corporation, as holder of approximately 61.3% of the outstanding capital stock
of CTC Cosmetics Holdings Company, Inc., a Delaware corporation ("CTC" or the
"Company"), shall, on or about June___,1999, remove the following current
directors and elect three new directors to CTC's Board of Directors by the
taking of corporate action in lieu of an annual meeting of stockholders.
The accompanying information statement is furnished pursuant to Section 14(c) of
the Securities Exchange Act of 1934.
By Order of Voyager Select IPO Fund, Ltd.
/s/ Andrew K. Proctor
Andrew K. Proctor
Managing Director
June ___, 1999
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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CTC COSMETICS HOLDINGS COMPANY, INC.
129 Front Street, Penthouse Suite
Hamilton, HM 12 Bermuda
CONSENT STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is furnished in connection with the taking of
corporate action without a meeting by less than unanimous written consent of
stockholders. Voyager Select IPO Fund, Ltd., a Bermuda corporation ("Voyager"),
as holder of 16,000,000 shares of the Corporation's common stock, par value
$.001 per share (the "Common Stock"), of CTC Cosmetics Holdings Company, Inc., a
Delaware corporation ("CTC" or the "Company"), is entitled to vote such shares
or approximately 61.3% of the outstanding capital stock of CTC. On or about
June___, 1999, Voyager intends to remove all five Directors form the CTC's Board
of Directors and to elect three new directors to CTC's Board of Directors by
less than unanimous written consent in lieu of taking such action at an annual
meeting of stockholders. Please be advised, therefore, that this is only an
Information Statement. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
This Information Statement is first being sent or given to stockholders on
June ___, 1999. Record holders of the Common Stock at the close of business on
June 1, 1999 are entitled to receive a copy of this Information Statement. Each
stockholder is entitled to one vote for each share of Common Stock held. On June
1, 1999, there were 26,168,654 shares of Common Stock outstanding which
constitute the only voting securities of the Company.
Voyager will pay the expenses of furnishing this Consent Statement,
including the cost of preparing, assembling, and mailing this Consent Statement.
It is anticipated that this Consent Statement will first be sent to the
Stockholders of the Corporation on or about June___, 1999.
ACTION BY WRITTEN CONSENT
Pursuant to Section 228 of the Delaware General Corporation Law ("DGCL"),
any action which may be taken at any meeting of the Stockholders may also be
taken without a meeting and without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted (here, a majority of the
outstanding shares of Common Stock of the Company of Voyager are sufficient to
approve the proposed corporate actions) and delivered to the Company.
CHANGE OF CONTROL. Voyager Select IPO Fund, Ltd.("Voyager"), was the holder
of 8% Convertible Debenture in the principal amount of $500,000 (the
"Debenture"), issued in March, 1997, which it converted on August 31, 1998
$25,000 of the principal amount of Debenture into 800,000 shares of CTC Common
Stock, on September 11, 1998 Voyager converted $25,000 of the principal amount
of the Debenture into 800,000 shares of Common Stock of CTC, and on September
24, 1998, Voyager converted the remaining amount of the principal amount of the
debenture of $450,000 into 14,400,000 shares of Common stock of CTC, giving
Voyager the power to vote 61.0% of the shares of stock of CTC.. As a result of
the conversion of the Debenture, Voyager became the majority shareholder of CTC.
Voyager will gain control of CTC by the execution of the proposed corporate
actions, i.e. by removal of the existing directors and the election of its
nominees. Following the election of the new Board of Directors, the new Board of
Directors shall elect the following officers of CTC: Andrew K. Proctor, Chairman
and Chief Financial Officer, Riccardo W. Cannaviello, President and Paul D.
Lemmon, Vice President and Secretary.
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REMOVAL OF DIRECTORS
Pursuant to this corporate action without a meeting the following five
directors, which represent the Board of Directors of CTC are to be removed: Paul
K. W. Tso, Mark K. W. Lee, Li Wai Zen, Shaw Shui and Hao Kwui Fong. Voyager
intends to remove the above directors for their breach of fiduciary duty to the
shareholders of CTC by failing to provide current financial information of the
Company, failure to respond to shareholders' inquiries and failure to comply
with the disclosure requirements of the Exchange act of 1934 by non-filing of
the required periodic and annual reports.
ELECTION OF DIRECTORS
Following the removal of the existing directors, the following directors
are to be elected to the Board of Directors to serve until the next annual
meeting of stockholders and until their successors are elected and qualified. In
the event that a nominee for any reason should become unavailable for election
(which is not anticipated), Voyager intends to elect a substitute nominee as may
be proposed by the Board of Directors, unless the Board of Directors reduces the
number of Directors.
The following information is furnished with respect to the nominees:
ANDREW K. PROCTOR, age 42, nominee Director and Chairman and Chief Financial
Officer. Mr. Proctor is is a Managing Director of VOYAGER Management (Bermuda),
LTD. and VOYAGER Financial Services LTD. Mr. Proctor is a graduate economist
with a B.A. from the University of Southern California, an M.A. from the Peter
F. Drucker Graduate Management Center at the Claremont Graduate School, and an
M.B.A. in Finance from the Anderson Graduate School of Management at UCLA. Mr.
Proctor's corporate affiliations include the Voyager Group of Companies in
Bermuda, and Jess Kent & Co., Inc. a merchant banking group specializing in the
analysis and restructuring of middle market companies. He is the past Chairman
of the Board of Property Secured Investments, Inc., an emerging public Real
Estate Investment Trust, and the Dean's Alumni Advisory Council at the Peter F.
Drucker Graduate Management Center at the Claremont Graduate School. His early
career experience was garnered as a Vice President of Dominick & Dominick, Inc.
and Lehman Brothers, Kuhn Loeb.
PAUL D. LEMMON, age 38, nominee Director and Vice President and Secretary. Mr.
Lemmon is a Managing Director of VOYAGER Management (Bermuda), LTD. and VOYAGER
Financial Services LTD. From March 1993 to May 1996, Mr. Lemmon was an Officer
of Butterfield Corporate Services, LTD., a subsidiary of the Bank of
Butterfield, Bermuda. Mr. Lemmon was responsible for business development at
Butterfield Corporate Services, LTD. where his responsibilities included the
development, administration and custody of third party sponsored investment
companies, mutual funds, and partnerships. From 1988 to 1993, Mr. Lemmon was
President of Yorkhill Financial Services, Inc., an investment and merchant
banking company in New Brunswick, Canada. Mr. Lemmon serves on the board of
directors of several companies, including mutual fund companies. He received a
Bachelor of Science in Geology from Mount Allison University and was educated at
the Universite de Strasbourg, France and the Canadian Securities Institute. Mr.
Lemmon is also the holder of the Certified Investment Manager designation. Mr.
Lemmon has served as a member of the International Marketing Committee of the
Bermuda International Business Association and on the International Committee of
the US Managed Futures Association. Trade Class Strategy.
RICCARDO W. CANNAVIELLO, age 41, nominee Director and President. Mr. Cannaviello
is currently a principal of Dianne O.Cosmetics, with primary responsibility for
enterprise development, strategy, systems, and administration. Mr. Cannaviello
is a graduate economist with a B. A. from Stanford University, and an M.B.A.from
the Anderson Graduate School of Management at UCLA. From March 1993 to March
1997, Mr. Cannaviello was responsible for new business development and project
evaluation at Millennium Capital Partners, an international corporate finance
firm specializing in cross-border IPO advisory services. From 1988 to 1993, he
was a principal of R.C.R. International Business Consulting, where he provided
cross-border acquisition and market development consulting services to European
companies. From 1984 to 1988, Mr. Cannaviello served a loan officer in the Real
Estate Industries Group of Wells Fargo Bank, where he managed a corporate real
estate loan portfolio in excess of $200 million. From 1980 to 1984, Mr.
Cannaviello was an international credit officer in the International Banking
Group of Wells Fargo Bank.
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BENEFICIAL OWNERSHIP OF COMMON STOCK
PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS. The following table sets
forth the beneficial ownership of the Company's Common Stock, as of June 1,
1999, by (i) each person known by the Company to beneficially own 5% or more of
the outstanding shares of Common Stock, (ii) each current and nominee director
and officer of the Company, and (iii) all current directors and executive
officers of the Company as a group. The information set forth in the table and
accompanying footnotes has been furnished by the named beneficial owners. An
asterisk denotes beneficial ownership of less than 1% .
Amount of
Name and Beneficial Percent of
Address Ownership Class
- ------- --------- -----
Voyager Select IPO Fund, Ltd. (1) 16,000,000 (1) 61.3%
Andrew K. Proctor (2) 0 (2) 0%
Nominee Director
Paul D. Lemmon (3) 0 (3) 0%
Nominee Director
Riccardo W. Cannaviello (4) 0 0%
Nominee Director
Paul K.W. Tso (5) 5,127,300 19.6%
Chairman of the Board
of Directors and Chief Executive
Officer
Mark K.W. Lee (5) 1,397,700 5.35%
Vice-Chairman, President
and Secretary
Li Wai Zen, Director (5) 0 0%
Shaw Shui, Director (5) 0 0%
Hao Kwoi Fong, Director (5) 0 0%
All Current Directors and Officers
as a Group (5 persons) 6,525,000 25%
- -------------------------------
As used in this table, "beneficial ownership"is determined in accordance with
the rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to the shares shown. Except as indicated
by footnote and subject to community property laws where applicable, to the
Company's knowledge the stockholders named in the table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them.
(1) The address for Voyager is 129 Front Street, Penthouse Suite, Hamilton, HM
12 Bermuda.
(2) (3) Messrs. Proctor and Lemmon are the Managing Directors of Voyager. They
both disclaim any beneficial ownership of the Common Stock of the company
held by Voyager.
(4) C/o 129 Front Street, Penthouse Suite, Hamilton, HM 12 Bermuda.
(5) The address of this person is No. 80 Liu Tuang Road Pudong, Shanghai,
China.
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The percentage of beneficial ownership is based upon 26,168,654 shares of Common
Stock outstanding as of June 1, 1999
EXECUTIVE COMPENSATION
There is no information available as to what cash compensation was paid by
the Company to its present executive officers, and whether such compensation
exceeded $100,000 per fiscal year.
COMPENSATION OF DIRECTORS
There is no information available as to whether any of the Company's
current directors received any type of compensation in conjunction with their
services as directors.
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