SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14f-1
INFORMATION STATEMENT
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 thereunder
LAHAINA ACQUISITIONS, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-27480 84-1325695
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
5459 S. Iris Street, Littleton, Colorado 80123
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (303) 986-6923
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INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
This Information Statement is being furnished pursuant to Section 14(f) of
the Securities Exchange Act of 1934 and Rule 14f-1 thereunder, in connection
with a change of membership of the Board of Directors of Lahaina Acquisitions,
Inc. (the "Company") as the result of a Stock Purchase Agreement (the
"Agreement") between Paxford Acquisitions, S.A., a Bahamian corporation
("Paxford"), Philip J. Davis, John C. Lee and Charles C. Van Gundy, shareholders
of the Company (collectively the "Selling Shareholders"). The Agreement
provides, among other things, that the Board of Directors of the Company resign
and will be replaced by appointees of Paxford.
NO ACTION IS REQUIRED BY THE SHAREHOLDERS OF THE COMPANY IN CONNECTION
WITH THE RESIGNATION AND ELECTION OF THE DIRECTORS OF THE BOARD. However,
Section 14(f) of the Act requires the mailing to the Company's shareholders of
the information set forth in this Information Statement. The Company will notify
the shareholder's by filing a Report on Form 8-K with the Securities and
Exchange Commission and by mailing this Information Statement to the
shareholders.
The Stock Purchase Agreement
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On May 23, 1997, Paxford entered into a Stock Purchase Agreement ( the
"Agreement') with the Selling Shareholders whereby Paxford purchased Seven
Hundred and Fifty Thousand (750,000) shares of the Company Common Stock from
Philip J. Davis (selling 366,667 shares), John C. Lee (selling 366,667 shares),
and Charles C. Van Gundy (selling 16,666), representing approximately Seventy
Five and Twenty-Six/100 percent (75.26%) of the issued and outstanding stock of
the Company. In consideration for the shares, the Selling Shareholders received
One Hundred and Twenty Five Thousand and No/100 Dollars ($125,000) cash. In
addition, pursuant to the Agreement, the Board of Directors of the Company, as
of May 23, 1997, have accepted the return of, and canceled, 380,000 Class A
Warrants issued to Philip J. Davis, 380,000 Class A Warrants issued to John C.
Lee and 40,000 Class A Warrants issued to Charles C. Van Gundy and accepted the
return of, and canceled, 380,000 Class B Warrants issued to Philip J. Davis,
380,000 Class B Warrants issued to John C. Lee and 40,000 Class B Warrants
issued to Charles C. Van Gundy. Further, the Board of Directors, as of May 30,
1997, authorized the redemption of all outstanding Class A and Class B warrants
of the Company.
Pursuant to the Agreement, the Company has accepted the resignations of
the Board of Directors, as of May 27, 1997, consisting of Philip J. Davis, John
C. Lee and Charles C. Van Gundy and appointed Graham Cooper, Ivy Lynn Cassar and
John Burrow, all of whom are affiliated with the Company, to serve on the
Company's Board of Directors, effective May 27, 1997. Upon their assumption of
office, the three directors will comprise all of the directors of the Company.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
GENERAL
The outstanding voting securities of the Company as of May 27, 1997
consisted of 996,500 shares of Common Stock. Each share of Common Stock is
entitled to one vote in the election of directors and in all other matters
requiring a stockholder vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the information as to beneficial ownership
of shares by each person known to the Company to own 5% or more of the shares as
of May 27, 1997 based upon the shares of Common Stock outstanding on such date
plus shares deemed outstanding pursuant to Securities and Exchange Commission
Rule 13d-3(d)(1).
Name and Address Amount & Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
- ------------------- -------------------- ----------------
Paxford Investments, S.A.
Peek Building., George Street
Nassau, Bahamas N8160 750,000 75.26%
Graham M. Cooper
Peek Building., George Street
Nassau, Bahamas N8160 750,000 (1) 75.26%
(1) Graham M. Cooper is the sole shareholder of Paxford and a director of
Paxford.
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SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the information as to beneficial ownership
of shares by (i) each person who has been designated to become a director of the
Company, (ii) each named executive, and (iii) all such persons as of may 27,
1997 based upon shares of Common Stock outstanding on such date plus shares
deemed outstanding pursuant to Securities and Exchange Commission Rule
13d-3(d)(1).
Name and Position Amount & Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
- ------------------- -------------------- ----------------
Graham M. Cooper
President,
Director 750,000 (1) 75.26%
Ivylynn Cassar
Secretary and Treasurer
Director -0- -0-
John Burrows
Director -0- -0-
Directors and Officers as a
group (3 persons) 750,000 75.26%
(1) Graham M. Cooper is the sole shareholder of Paxford and a director of
Paxford.
CHANGE OF CONTROL
The Company has accepted the resignations of the Board of Directors, as of May
27, 1997, consisting of Philip J. Davis, John C. Lee and Charles C. Van Gundy
and appointed Graham Cooper, Ivy Lynn Cassar and John Burrow, all of whom are
affiliated with the Company, to serve on Lahaina's Board of Directors, effective
May 27, 1997.
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DIRECTORS AND EXECUTIVE OFFICERS
The Company's current directors have resigned. The following will be the
directors of the Company:
Name Age Position to be Held
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Graham M. Cooper 65 President, Director
Ivylynn Cassar 32 Secretary, Director
John Burrows 51 Director
Graham M. Cooper became President and Director of the Company following the
consummation of the Agreement. He is also the sole shareholder and a director of
Paxford. Mr. Cooper, a member (Fellow) of the Institute of Chartered Accountants
(England & Wales), has practiced Accountancy in Nassau, Bahamas since 1965.
Ivylynn Cassar became Secretary and a Director of the Company following the
consummation of the Agreement. She is also a director of Paxford. She is a
Certified Public Accountant and is the managing Director of Leopold Joseph
(Bahamas) Limited trust company.
John Burrows became a Director of the Company following the consummation of the
Agreement.
The directors of the Company are elected to hold office until the next
Annual Meeting of Stockholders and until their respective successors have been
elected and qualified. Officers of the Company are elected by the Board of
Directors and hold office until their successors are duly elected and qualified.
There are no audit, nominating or compensation committees of the Board of
Directors, or committees performing similar functions.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
None of the Company's officers or directors currently receives any salary
from the Company. The Company does not anticipate entering into employment
agreements with any of its officers or directors in the near future. Directors
do not receive compensation for their services as directors and are not
reimbursed for expenses incurred in attending board meetings.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LAHAINA ACQUISITIONS, INC.
Date: June 3, 1996 By: /s/ Graham Cooper
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Graham Cooper, President
