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SCHEDULE 14C
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934 (Amendment No.____)
Check the appropriate box:
[X] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[_] Definitive Information Statement
PACIFIC INTERNATIONAL ENTERPRISES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant As Specified In Charter)
- --------------------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
[_] 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: $-0-
- --------------------------------------------------------------------------------
[_] 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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PACIFIC INTERNATIONAL ENTERPRISES, INC.
4431 CORPORATE CENTER DRIVE, SUITE 131
LOS ALAMITOS, CALIFORNIA 90720
____________________________________________
INFORMATION STATEMENT FOR ACTION TAKEN BY CONSENT
AMENDMENT OF ARTICLES OF INCORPORATION
____________________________________________
To our Stockholders:
On October 9, 1996, a certain stockholder (the "Consenting Stockholder") of
PACIFIC INTERNATIONAL ENTERPRISES, INC. (the "Company") consented to the
following action by the Company:
The amendment of the Company's Articles of Incorporation to authorize three
million (3,000,000) shares of preferred stock which gives the Board of
Directors of the Company the authority to create the rights and privileges
of the preferred stock without any shareholder vote.
The close of business on October 9, 1996 is the record date for the
determination of stockholders entitled to vote with respect to the above
actions. The Directors and Consenting Stockholder of the Company whose common
shares represent approximately 54.66 percent of the outstanding common shares
entitled to vote on the above proposal have agreed to consent to said proposal.
The Company has obtained written consent from holders of a majority of the
outstanding shares of Common Stock approving the amendment of the Articles of
Incorporation. Therefore, the Company does not intend to hold a special meeting
of shareholders to consider and vote upon the amendment to the Articles of
Incorporation, and is not soliciting proxies from its other shareholders. In
lieu thereof, the Company has prepared an information statement describing the
amendment of the Articles of Incorporation, the reasons therefor and its effects
upon the Common Stock and the shareholders. Enclosed herewith is a copy of the
information statement.
Your attention is directed to the attached Information Statement.
By Order of the Board of Directors
Binks Graval
President
Los Alamitos, California
November 21, 1996
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PACIFIC INTERNATIONAL ENTERPRISES, INC.
4431 CORPORATE CENTER DRIVE, SUITE 131
LOS ALAMITOS, CALIFORNIA 90720
____________________________________________
INFORMATION STATEMENT
____________________________________________
INTRODUCTION
This Information Statement is furnished by the Board of Directors of
PACIFIC INTERNATIONAL ENTERPRISES, INC. (the "Company") in connection with
certain actions to be taken by the Company by the consent of the Directors and a
Consenting Stockholder of the Company. This Information Statement and enclosed
materials are being sent to shareholders of record as of October 9, 1996 (the
"Record Date"). As of the Record Date, there were 7,639,009 shares of the
Company's common stock outstanding. The stockholder who has agreed to consent
to Management's proposal holds 4,175,548 shares or approximately 54.66 percent
of the Company's issued and outstanding Common Stock. This information is first
being mailed to stockholders on or about November 21, 1996. It is currently
anticipated that the amendment to the Company's Articles of Incorporation
(attached hereto as Exhibit "A") will become fully effective on or about
December 21, 1996.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
COSTS OF INFORMATION STATEMENT
This Information Statement has been prepared by the Company and its Board
of Directors, and the Company will bear the costs of distributing this
Information Statement to stockholders, including the expense of preparing,
assembling, printing, and mailing the Information Statement and attached
materials. Although there is no formal agreement to do so, the Company may
reimburse banks, brokerage houses, and other custodians, nominees and
fiduciaries for their reasonable expenses in forwarding this Information
Statement and related materials to stockholders. The Company may pay for and
use the services of other individuals or companies not regularly employed by the
Company in connection with the distribution of Information Statements if the
Board of Directors of the Company determines that this is advisable.
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VOTING RIGHTS
As of October 9, 1996, the record date set by the Board of Directors, there
were 7,639,009 shares of the Company's Common Stock outstanding. Each share
entitles the holder to one vote on each matter presented to shareholders for
their approval. By unanimous consent dated September 19, 1996, the Board of
Directors of the Company approved the amendment to the Articles of Incorporation
necessary to authorize the issuance of 3,000,000 shares of preferred stock (the
"Preferred Stock"). On October 9, 1996 and in accordance with Nevada law,
holders of a majority of the shares of Common Stock executed a Written Consent
authorizing and approving the amendment. Therefore, all necessary corporate
action on the part of the Company to effectuate the amendment to the Articles of
Incorporation has been taken. This Information Statement is being distributed
merely for the information of those shareholders whose consent to the amendment
was not solicited. No annual or special meeting of shareholders will be held
with respect to the amendment.
THE CONSENTING STOCKHOLDERS
The majority stockholder of the Company, representing voting rights equal
to approximately 54.06 percent of the shares entitled to vote on Company
matters, has agreed to consent to the proposal set forth in this Information
Statement.
The name of such stockholder and the number of shares of Common Stock such
entity is entitled to vote on matters such as those proposed in this Information
Statement are as follows:
<TABLE>
<CAPTION>
Number of Shares Percentage of
Entitled to Vote Common Stock
Name As of Record Date As of Record Date
- ---- ----------------- -----------------
<S> <C> <C>
Laurence/Wayne, Inc. 4,175,548 54.66%
Total: 4,175,548 54.66%
</TABLE>
These shares represent approximately 54.66 percent of the outstanding Common
Stock of the Company. Therefore, the proposal will be considered approved by
Consent of the Consenting Stockholder.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
As of October 9, 1996, PIE has issued 7,639,009 shares of Common Stock to
approximately 160 beneficial holders (not including options and warrants to
purchase 4,986,828 shares). The following table sets forth certain information
regarding the beneficial ownership of shares of PIE's Common Stock as of October
9, 1996 by (i) each of PIE's directors and executive officers, (ii) each person
who beneficially owns more than 5% of the outstanding shares of Common Stock,
and (iii) all directors and officers of PIE as a group.
<TABLE>
<CAPTION>
Number of Shares
Name Beneficially Owned Percent of Total Outstanding
---- ------------------ ----------------------------
<S> <C> <C>
Laurence/Wayne, Inc. (1) 4,175,548 54.66%
Richard W. Perkins (1)(2) 600,000 7.85%
Binks Graval (3) 100,000 1.31%
Edward G. Hanson 25,000 .33%
All Officers and Directors 2,183,203 28.58%
as a Group (5 persons) (1)
</TABLE>
- ----------------
(1) Richard W. Perkins owns approximately 35.7% of the outstanding shares of
Laurence/Wayne, Inc. Mr. Perkins may be deemed to have voting control over
such shares although they disclaim any direct beneficial ownership. Upon
consummation of the merger with Laurence/Wayne, Inc. Mr. Perkins would become
the direct owner of an additional 1,483,203 shares of Company Common Stock,
representing 19.4% of the outstanding shares.
(2) Mr. Perkins was granted options to purchase 500,000 shares of Common Stock,
exercisable as follows: 100,000 at $3.50 after the first year; 200,000 at $4.50
after the second year and 200,000 at $5.50 after the third year. Mr. Perkins was
granted additional options to purchase 100,000 shares at $1.00 per share which
options are immediately exercisable.
(3) Includes options to purchase 100,000 shares of Common Stock of the Company
at an exercise price of $1.00 per share which are immediately exercisable.
PROPOSAL
"BLANK CHECK" PREFERRED STOCK
SUMMARY OF PROPOSED AMENDMENT TO ADD BLANK CHECK PREFERRED STOCK. The
Board of Directors believes that the interests of the Company and stockholders
will be best served by amending Article VI of the Articles of Incorporation as
is set forth in Appendix A attached hereto.
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Amended Article VI will authorize the Board of Directors to issue the Preferred
Stock from time to time in series, and the Board of Directors will be authorized
to determine the designation, rights and preferences, and fix the number of
shares of any such series of Preferred Stock.
If the proposal is adopted and effected, the Company will have 50,000,000
authorized shares of Common Stock of which 7,639,009 shares are issued and
outstanding, and 3,000,000 authorized shares of Preferred Stock of which no
shares will be issued.
It is expected that the Preferred Stock will provide the Company
flexibility to take advantage of financing, acquisition or investment
opportunities. An issuance of Preferred Stock could limit stockholders'
participation in certain types of transactions that might be proposed, whether
or not such transactions were favored by a majority of the stockholders, and
could enhance the ability of officers and directors to retain their positions.
The right to create series of preferred shares in the future is also intended to
make it unnecessary to go to the expense and to incur a delay which would be
involved in seeking approval of stockholders to amend the Articles of
Incorporation authorizing preferred shares at a time when an opportunity for
their use becomes available. Although this is not the intention of management,
series of Preferred Stock may be created having special voting or conversion
rights for the purpose of making it more difficult for a person interested in
acquiring the corporation or the Company to do so. This may have the additional
effect of discouraging a proposal for acquisition of the Company or attempt to
offer a proposal which could be at a price favorable to stockholders.
Additionally, such series of preferred shares may have significant preferences
over the Common Shares including, but not limited to, preferences as to
dividends, rights on dissolution of the corporation and voting rights. These
rights may be given without the consent of Common Stockholders.
REASON FOR PROPOSAL. The Board of Directors of the Company believes it is
prudent to have shares of Preferred Stock available for general corporate
purposes. Additionally, the Company is currently planning to effectuate a
private placement offering that will likely involve the issuance of Preferred
Stock as part of the offering. The proceeds of this offering are necessary to
fund operations, to reduce existing debt, to continue the manufacturing of its
products, to continue product development and to increase the Company's
marketing efforts.
ANTI-TAKEOVER EFFECT. Authorization of the Preferred Stock is recommended
by the Board of Directors for the reasons stated above, and not because of any
anti-takeover effect such authorization might have. Nonetheless, the sale of
newly authorized Preferred Stock to persons who have an understanding with the
Company concerning the voting of such shares, or the distribution of shares of
newly authorized Preferred Stock (or the right to receive such Preferred Stock)
to the stockholders of the Company, may be used to discourage unsolicited
attempts to acquire control of the Company. In conjunction with a sale or
distribution of newly authorized Preferred Stock such Preferred Stock could be
given terms or voting rights that would make takeover more difficult, such as
the right to vote separately as a class in connection with approval of certain
extraordinary corporate transactions. In addition, issuance of newly authorized
shares of Preferred Stock might have the effect of diluting the earnings per
share and book value per
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share of existing shares of Common Stock, and thus could be used to dilute the
stock ownership of a person seeking to obtain control of the Company. The Board
of Directors has no present intention either (i) of issuing any shares of
Preferred Stock with the understanding that the purchasers would vote their
shares in any particular way or (ii) of distribution of any shares or rights to
the Company's stockholders other than in the ordinary course of business in
accordance with past practices.
Given the Preferred Stock's approval, the undesignated and unissued shares
of Preferred Stock will have such terms, rights and preferences as are
designated by the Board of Directors in creating any particular series,
including, without limitation, special rights as to dividends, voting,
preferences on liquidation, conversion and redemption. The Board of Directors
will have broad discretion with respect to designating and establishing the
terms of each series of Preferred Stock, in connection with its issuance.
GENERAL. Unless otherwise required by applicable law or regulation, all
authorized but unissued shares of Preferred Stock will be issuable without any
further authorization of the stockholders and on such terms and for such
consideration and as may be determined by the Board of Directors of the Company.
If applicable law or regulation does not require stockholder approval as a
condition to the issuance of such shares in any particular transaction, it is
not expected that such approval will be sought.
The Company's stockholders are not entitled to preemptive or other rights
to subscribe for shares of Preferred Stock that may be issued in the future.
The Company will provide without charge, to each person including any
beneficial owner to whom this Information Statement is delivered, upon written
or oral request of such person, by first class mail within one business day of
receipt of such request, a copy of any or all of the corporate organization
documents. Requests for information concerning the Company should be directed
to PACIFIC INTERNATIONAL ENTERPRISES, INC., 4431 Corporate Center Drive, Suite
131 Los Alamitos, California 90720, attention Richard Perkins, telephone (714)
816-0200.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files periodic reports and other information
with the Securities and Exchange Commission (the "Commission"). Periodic
reports and other information filed by the Company may be inspected and copied
at the public reference facilities maintained by the Commission in Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's Regional Offices located at 5757 Wilshire Blvd., Suite 500 East,
Los Angeles, California 90036-3648. Copies of such materials can be obtained by
mail from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.
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OTHER BUSINESS
No further business will be transacted by Written Consent in Lieu of
Meeting of Shareholders to which this Information Statement pertains.
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APPENDIX A
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
PACIFIC INTERNATIONAL ENTERPRISES, INC.
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CERTIFICATE OF AMENDMENT
(AFTER ISSUANCE OF STOCK)
TO
ARTICLES OF INCORPORATION
OF
PACIFIC INTERNATIONAL ENTERPRISES, INC.
The undersigned, being the President and Assistant Secretary of Pacific
International Enterprises, Inc., hereby declare that the original Articles of
Incorporation were filed with the Secretary of State of the State of Nevada on
December 30, 1988 under the name PACIFIC INTERNATIONAL ENTERPRISES, INC. The
Board of Directors of said corporation at a meeting duly convened, held on the
9th day of October, 1996 adopted a resolution to amend the original articles.
The number of shares of the corporation's outstanding and entitled to vote on an
amendment to the Articles is 7,639,009. The following 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:
"ARTICLE VI - Capital Stock:
Section 1. Authorized Shares. This corporation is authorized to
issue two classes of shares designated respectively "Common Stock" and
"Preferred Stock." The authorized number of shares of Common Stock is
50,000,000, having a par value of $.001 per share, and the authorized
number of shares of Preferred Stock is 3,000,000, having a par value
of $.001 per share.
The shares of Preferred Stock may be issued from time to time in one
or more series. The Board of Directors is authorized to fix the
number of shares of any series of Preferred Stock and to determine the
designation of any such series. The Board of Directors is also
authorized to determine or alter the rights, preferences, privileges
and restrictions granted to or imposed upon any wholly unissued series
of Preferred Stock and, within the limits and restrictions stated in
any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, to increase or
decrease (but not below the number of shares of such series then
outstanding) the number of shares of any such series subsequent to the
issue of shares of that series.
Section 2. Voting Rights of Shareholders. Each holder of the Common
Stock shall be entitled to one vote for each share of stock standing
in his name on the books of the Corporation. Each holder of Preferred
Stock shall be entitled to vote in the manner prescribed by the Board
of Directors.
Section 3. Consideration for Shares. The Common Stock and Preferred
Stock shall be issued for such consideration, as shall be fixed from
time to time by the Board of Directors. In the absence of fraud, the
judgment of the Directors as to the value of any property for shares
shall be conclusive. When shares are issued upon payment of the
consideration fixed by the Board of Directors, such shares
<PAGE>
shall be taken to be fully paid stock and shall be non-assessable. The
Articles shall not be amended in this particular."
THE UNDERSIGNED, being the President and Assistant Secretary of PACIFIC
INTERNATIONAL ENTERPRISES, INC. hereby declare and certify that the facts herein
stated are true, and, accordingly, have each set their hand this _____ day of
October, 1996.
_________________________________
Binks Graval, President
_________________________________
Judy Gorey, Assistant Secretary
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On this _________ day of _________________, 1996, before me, a Notary
Public, personally appeared Binks Graval, personally known to me, and who
acknowledged to me that he is the President of Pacific International
Enterprises, Inc. and that he executed the above instrument.
__________________________________________
Notary Public
