GUIDELINE CAPITAL CORPORATION
6 Venture, Suite 207
Irvine, California 92618
COMMISSION FILE NUMBER 0-24755
DISCLOSURE STATEMENT
PURSUANT TO
SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
RULE 14f-1 THEREUNDER
INTRODUCTION
This Statement is being mailed on or about September 3, 1999, to holders of
record on September 1, 1999, of the shares of Common Stock, par value $.001 per
share (the "Common Stock") of Guideline Capital Corporation, a Delaware
corporation (the "Company"). It is being furnished in connection with the change
of the Company's directors to be effected at a Board meeting to be held at the
closing of the transaction discussed below, to be held on or about September 13,
1999.
BACKGROUND OF TRANSACTION AND CHANGE IN CONTROL
Pursuant to the terms of an agreement (the "Agreement") between the Company
and Vitafort International Corporation, a Delaware corporation ("Vitafort"), and
Hollywood Partners, Inc., a California corporation and a subsidiary of Vitafort
("Subsidiary"), the Company has agreed to acquire all of Subsidiary's issued and
outstanding shares of common stock owned by Vitafort (collectively, the
"Subsidiary Stock") in exchange for an aggregate of 5,000,000 "restricted"
shares of the Company's Common Stock (the "Transaction"). As of the date of this
Disclosure Statement, there are 500,000 shares of the Company's Common Stock
issued and outstanding. As part of the terms of agreement between the Company,
Vitafort and Subsidiary, the Company will undertake a 7 to 1 forward split of
its presently issued and outstanding common stock, so that at the time of
closing 3,500,000 shares of common stock will be issued and outstanding and will
cause a Certificate of Amendment to the Company's Certificate of Incorporation
to be filed with the Delaware Secretary of State approving an increase in its
authorized capitalization to 50,000,000 shares of authorized common stock, par
value $.001 and 5,000,000 shares of preferred stock, par value $.001.
Accordingly, if all of the issued and outstanding shares of Subsidiary are
exchanged for 5,000,000 common shares of the Company's Common Stock, the holders
thereof will own approximately 59% of the Company's 8,500,000 shares of Common
Stock which would then be issued and outstanding.
Upon consummation of the Transaction, the Company's current officers and
directors will resign and will be replaced by Directors and Officers selected by
Subsidiary's management (see "Directors and Executive Officers and Related
Transactions").
Consummation of the Transaction will result in a change of control. If the
Transaction is not consummated, the Company's current officers and directors
will not resign and there will not be a change in control. The Company
anticipates, but cannot assure, that the Agreement will be executed on or about
September 13, 1999, with the closing to occur shortly thereafter.
REASON FOR DISCLOSURE STATEMENT
Because a majority of its directors is being changed otherwise than at a
meeting of stockholders, the Company is required pursuant to Rule 14f-1
promulgated under the Securities Exchange Act of 1934, as amended, to provide
its stockholders and the Securities and Exchange Commission (the "Commission")
with certain information not less than ten days prior to the date on which the
change will take place, or such other time period as may be established by the
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Commission. This Disclosure Statement is being filed with the Commission and
sent to stockholders in compliance with that Rule.
INFORMATION RELATING TO THE COMPANY'S SECURITIES
As of the date of this report, there are outstanding 500,000 shares of the
Company's Common Stock. Each outstanding share of Common Stock entitles the
record holder thereof to one vote on all matters which are to be presented to
stockholders for their consideration. The Common Stock is the only issued and
outstanding stock of the Company.
PRINCIPAL STOCKHOLDERS
The following table sets forth as of the date of this report certain
information with respect to all those known by the Company to be record or
beneficial owners of more than 5% of its outstanding Common Stock, each Director
and all Directors and Officers as a group.
No. of Percentage
Name Shares Owned Ownership
---------------------- ------------ ----------
Adam Stull(1) 125,000 25%
6 Venture, Ste. 207
Irvine, CA 92618
Libbie Stull(1) 100,000 20%
6 Venture, Ste. 207
Irvine, CA 92618
George Unwin(1) 100,000 20%
1417 Morningside Dr.
Laguna Beach, CA 92651
All Officers and 325,000 65%
Directors as a
Group (3 persons)
- ------------------------
(1) Officer and/or director of the Company.
The following table sets forth as of the date hereof, certain information
with respect to all those known by the Company who, retroactively assuming
consummation of the Transaction, would be the record or beneficial owners of
more than 5% of its outstanding Common Stock, each newly-appointed director and
executive officer of the Company and all newly-appointed Directors as a group.
Except as indicated in the footnotes to the table, the listed stockholders hold
sole voting and investment power over their respective shares.
Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
- ---------------- ------------------ ------------ --------
Mark Beychok Chairman of the Board -0- 0%
1800 Avenue of the Stars
Suite 480
Los Angeles, CA 90067
Lee Lambert President, Secretary -0- 0%
1800 Avenue of the Stars and Treasurer
Suite 480
Los Angeles, CA 90067
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Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
- ---------------- ------------------ ------------ --------
John Coppolino Director -0- 0%
1800 Avenue of the Stars
Suite 480
Los Angeles, CA 90067
Eugene Scher Director -0- 0%
1800 Avenue of the Stars
Suite 480
Los Angeles, CA 90067
Vitafort International
Corporation -- 5,000,000 58.8%
1800 Avenue of the Stars
Suite 480
Los Angeles, CA 90067
All Proposed Directors -0- 0%
and Officers as a
Group (4 person)
LEGAL PROCEEDINGS
There are no legal proceedings to which any director, officer or affiliate
of the Company, any owner of record or beneficially of more than five percent of
the Company's Common Stock, or any associate of any of the foregoing, is a party
adverse to the Company or any of its subsidiaries or has a material interest
adverse to Company or any of its subsidiaries.
DIRECTORS AND EXECUTIVE OFFICERS AND RELATED TRANSACTIONS
Directors and Executive Officers.
The Directors and Officers of the Company as of the date of this Disclosure
Statement are as follows:
Name Age Position
--------------- --- -------------------
Adam Stull(1) 37 President, Director
Libby Stull(1) 43 Secretary, Director
George Unwin 53 Director
- ----------------------
(1) Adam Stull and Libby Stull are brother and sister.
Resumes:
Adam Stull, President and a director. Mr. Stull has held his positions with
the Company since he was elected on December 15, 1997. From October 1997 through
the present, Mr. Stull has been a partner of Goldberg Burke & Stull, LLP, now
Burke & Stull, Attorneys, Los Angeles, California, engaged in the practice of
law, emphasizing criminal law and general business matters. Prior to that, Mr.
Stull was a partner in the firm of Stull & Stull, Bakersfield, California from
January 1994 to September 1997. From 1993 to 1994, Mr. Stull was an assistant at
Pacific Coast Chemicals, Berkeley, California. Mr. Stull received a Juris Doctor
degree from California Western School of Law, San Diego in 1988 and a Bachelor
of Arts degree from the University of California, Santa Barbara in 1984.
<PAGE>
Libby Stull, Secretary and Director. Ms. Stull has held her position with
the Company since she was elected on December 15, 1997. From April 1999 to the
present, Ms. Stull has been an independent contractor for legal services. From
December 1997 to April 1999, Ms. Stull was employed by Goldberg Burke & Stull,
LLP, Attorneys, Irvine, California, engaged in the practice of law, emphasizing
civil litigation and general business matters. Prior to that, Ms. Stull was a
partner in the firm of Stull & Stull, Bakersfield, California from 1994 to 1997.
Ms. Stull was engaged in a general law practice as a sole practitioner from 1990
to 1993. Ms. Stull received a Juris Doctor degree from Hastings College of Law,
San Francisco, California in 1981 and a Bachelor of Arts, Political Science
degree from UCLA in 1978.
George Unwin, Director. Mr. Unwin has held his position with the Company
since he was elected on December 15, 1997. Since 1993, Mr. Unwin has been a
self-employed, free-lance writer of advertising and marketing materials in
Southern California. He creates advertising and marketing materials for a host
of private clients and has written advertising copy for numerous local newspaper
and magazine publishers.
If and when the Transaction is consummated, the Company's current officers
and directors will resign and will be replaced, without stockholder action, by
the following Officers and Directors:
Name Age Position
--------------- --- ---------------------
Mark Beychok 42 Chairman of the Board
Lee Lambert 44 President, Secretary
and Treasurer
John Coppolino 39 Director
Eugene Scher 51 Director
Resumes:
Mark Beychok - Chairman of the Board
- ------------------------------------
Mr. Beychok was elected President and a Director of Vitafort International
Corporation and its subsidiaries in September of 1993, and has been Chief
Executive Officer since February 1995. Mr. Beychok is a private investor with
over fifteen years experience in the food industry as an owner and operator of
various food manufacturing, marketing and distribution companies. Mr. Beychok
graduated in 1979 from the Haas Business School at the University of California
(Berkeley).
John Coppolino - Director
- -------------------------
Mr. Coppolino began as Director of Sales of Vitafort International
Corporation in 1994. He became Executive Vice President during September 1997
and a Director in February 1999. Mr. Coppolino has over ten years experience in
the food industry, including experience as a food broker and in product
manufacture. Mr. Coppolino graduated from the Pennsylvania State University
School of Business in 1983 with a degree in Business Logistics.
Eugene Scher - Director
- -----------------------
Since 1989 Mr. Scher has been a partner in the firm of November Lazar
Scher, a company who specializes in obtaining licenses from such companies as
The Walt Disney Company, Warner Bros., Universal, Twentieth Century Fox,
Paramount and Sony. Through his expertise in marketing and licensing, Mr. Scher
has helped numerous companies increase their gross sales and revenues. Mr. Scher
received a Liberal Arts degree from Hunter College in 1969, and a Masters degree
in Psychology from Manhattan College in 1971.
<PAGE>
Lee Lambert - President, Secretary and Treasurer
- ------------------------------------------------
From July 1998 to the present, Mr. Lambert has served as an independent
business advisor to a number of companies, principally involving the software
and Internet industries. From March 1997 to December 1998, Mr. Lambert served as
Managing Director of Cambridge/Samsung Partners, a venture capital firm based in
Boston, Massachusetts. From December 1994 to July 1998, Mr. Lambert served as
Director, Corporate Development, for Samsung Electronics Co., Ltd., in
activities including venture stage investing through mergers and acquisitions.
From May 1993 to December 1994, Mr. Lambert served as Vice President, Corporate
Finance for Van Kasper & Company, a regional full-service investment banking and
brokerage house. He holds an MBA from Harvard Business School and a BS from the
University of California (Berkeley).
Compensation
During the last fiscal year and the period since inception, the officers
and directors of Subsidiary received no remuneration; however, the Subsidiary is
currently negotiating employment agreements, stock option agreements and other
executive and director compensation which may be in the form of cash or stock.
In any event, it is likely that the issuance of stock options will further
substantially dilute the present shareholders.
In addition, Subsidiary may award stock options to key employees, members
of management, directors and consultants under stock option programs as bonuses
based on performance.
Related Party Transactions
There were no related party transactions which occurred during the past two
years and which are required to be disclosed pursuant to the requirements
included under Item 404 of Regulation SB.
Standing Audit, Nominating and Compensation Committees.
The Board of Directors of the Company has no standing audit, nominating or
compensation committees.
Information Relating to Board of Directors Meetings.
The Company presently has three Directors. During the fiscal year ended
June 30, 1999, the Directors held two meetings of the Board of Directors.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company's officers and directors have not been paid a salary during the
fiscal year ended June 30, 1999. The Company maintains a policy whereby the
directors and executive officers of the Company may be reimbursed for
out-of-pocket expenses incurred in the performance of their duties. The Company
did not reimburse any director or officer for such expenses during the 1999
fiscal year.
The Company has no bonus or incentive plans in effect, nor are there any
understandings in place concerning additional compensation to the Company's
officers or directors.
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and person who own more than 10% of the Company's Common
Stock to file reports of ownership and changes in ownership with the Securities
and Exchange Commission, provided that there were any changes to such persons
respective stock holdings in the Company during the previous fiscal year.
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Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no forms were
required for those persons, the Company believes that during the 1999 fiscal
year all filing requirements applicable to Officers, Directors and greater than
10% beneficial owners were complied with.
Dated: September 3, 1999.
GUIDELINE CAPITAL CORPORATION
s/Adam Stull
-------------------------------------
Adam Stull, President
