HA SPINNAKER, INC.
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, Colorado 80111
COMMISSION FILE NUMBER 0-21099
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 July 23, 1997 to holders of
record on July 11, 1997 of the shares of Common Stock, par value $.001 per
share (the "Common Stock") of HA Spinnaker, Inc., a Colorado 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 (the "Closing Date"), to be held
on or about August 4, 1997.
Background of Transaction and Change in Control
Pursuant to the terms of an agreement between the Company and Zaba
International Holdings USA, Inc. ("Zaba"), a privately held Nevada
corporation (the "Agreement") and subject to the approval of the Company's
shareholders, the Company has agreed to undertake a reverse split of its
issued and outstanding common stock, whereby 1 share of Common Stock shall be
issued in exchange for every 12 shares of Common Stock presently issued and
outstanding, in order to establish the number of issued and outstanding
Common Shares of the Company at the Closing Date to be 2,407,165 shares.
Thereafter, the Company will acquire all of Zaba's issued and outstanding
shares of common stock (collectively, the "Zaba Stock") in exchange for an
aggregate of 9,628,660 "restricted" shares of the Company's Common Stock (the
"Transaction"). As of the date of this Disclosure Statement, there are
28,886,000 shares of the Company's Common Stock issued and outstanding. Upon
undertaking the reverse split referenced hereinabove, there will be 2,407,165
shares issued and outstanding. Accordingly, if all of the issued and
outstanding shares of Zaba Stock are exchanged for the Company's Common
Stock, the holders thereof will own 80% of the Company's outstanding shares
of Common Stock.
Upon consummation of the Transaction, the Company's current officers and
directors will resign and will be replaced by directors and officers selected
by Zaba's management (see "Directors and Executive Officers and Related
Transactions"). Also, as part of the terms of the Transaction, the name of
the Company will change to "Zaba International, Inc."
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 August 4, 1997, with the closing to occur shortly thereafter.
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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 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 were outstanding 28,886,000 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. The figures provided are
so provided on a pre-reverse split basis.
No. of Percentage
Name Shares Owned Ownership
Gregory W. Skufca 20,000,000 69.9%
William L. Skufca 7,000,000 24.5%
Barney E. Carlson 100,000 0.3%
All Officers and Directors
as a group (3 persons) 27,100,000 94.7%
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. The figures so provided assume that the reverse stock
split discussed above herein is adopted.
<TABLE>
<CAPTION>
Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
<S> <C> <C> <C>
Robert Zaba Chairman of Board, 7,154,995 59.0%
2963 Glen Dr. President and Director
Coquitlam, B.C.
Canada
2
<PAGE>
Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
Michael D. Cohen Vice President and Director 0 0%
76 East Woods Road
Poundridge, NY 10576
Carmine Montemariano Vice President - Operations 0 0%
372 Kings St. and Director
Staten Island, NY 10312
Deeran Rambaran Vice President - Marketing, 2,407,165 20.0%
308-2941 Delahaye Dr. Secretary and Director
Coquitham, B.C.
Canada
Gordon A. Meugens Treasurer and Director 0 0%
302-20644 Eastleigh
Crescent
Langley, B.C.
Canada V3A 4C4
Ronald M. Bell Director 0 0%
4550 Birch Bay Lynden Rd.
Blaine, WA 98230
All Proposed Directors 9,562,160 79.0%
and Officers as a
Group (6 persons)
</TABLE>
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.
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
Robert S. Zaba 40 Chairman of Board, President,
Director
Michael D. Cohen 58 Vice President, Director
Carmine Montemariano 48 Vice President - Operations,
Director
Deeran Rambaran 35 Vice President - Marketing,
Secretary, Director
3
<PAGE>
Name Age Position
Gordon A. Meugens 43 Treasurer, Director
Ronald M. Bell 61 Director
Robert S. Zaba, Chairman of the Board, President and a Director of Zaba,
has held these positions since June 1997. Prior, from January 1990 to June
1992, Mr. Zaba was President of Trout Lake Enterprises, a technology company
related to the wood industry. From July 1992 through January 1993, Mr. Zaba
was unemployed. From February 1993 to September 1996, he was President of
Canadian Georgian Corp., which was engaged in the development of new business
in the former Soviet Union. Additionally, from January 1996 to June 1997,
Mr. Zaba was a consultant with Canadian Northern Lites, Inc., a United States
reporting company engaged in opal mining operations. Mr. Zaba has also been
engaged in private consulting to various other companies, assisting in fund
raising activities and also owns and manages his own standardbred horse
racing operation in Canada and the United States. He intends to devote
substantially all of his time to the business of the Company upon closing of
the proposed Transaction.
Michael D. Cohen, Vice President and a Director of Zaba, has held these
positions since June, 1997. Prior, from 1985 through January 1997, Mr. Cohen
was the agent for the Government of Saskatchewan, Canada in New York City,
where his responsibilities included raising the visibility of Saskatchewan in
relation to tourism, investment opportunities and other economic factors.
Mr. Cohen received a Bachelor of Arts degree from S.W. Essex University,
Chingford, England in 1960. He intends to devote substantially all of his
time to the business of the Company upon closing of the proposed Transaction.
Carmine A. Montemariano, Vice President - Operations and a Director of
Zaba, has held these positions since July 1997. In addition, since September
1994, Mr. Montemariano has been a liaison to the New York City and Tri-State
area for Sweeprite Products, Inc., where his responsibilities included
expansion of trade relations. From January 1968 through July 1991, he was
project manager and, in 1993, owner and vice president of Street King of New
York, where his responsibilities included modifying sweepers for New York end
distribution. Mr. Montemariano obtained a degree from Empire State
University in labor relations. He intends to devote substantially all of his
time to the business of the Company upon closing of the proposed Transaction.
Deeran Rambaran, Vice President of Marketing, Secretary and a Director
of Zaba, has held these positions since July 1997. Prior, from July 1986, he
was president and founder of J.C.C. International, Inc., a British Columbia
corporation engaged in manufacturing, wholesale and retail jewelry business.
He is also a director of Canadian Northern Lites, Inc., a public reporting
company in the US. He obtained a Bachelor of Arts degree in Business
Administration from the University of London in 1980. He intends to devote
all of his time to the business of the Company upon closing of the proposed
Transaction.
Gordon A. Meugens, Treasurer and a Director of Zaba, has held these
positions since June 1997. In addition, for the past 18 years he has been a
practicing attorney in British Columbia, Canada, emphasizing business law.
He received a Bachelor of Law degree from the University of British Columbia
in 1978. He intends to devote only such time as necessary to the business of
the Company upon closing of the proposed Transaction, which time is not
expected to exceed 20 hours per month.
Ronald M. Bell, Director of Zaba, has held his position since May 1997.
Mr. Bell is currently retired. Prior, from 1965 through August 1995, Mr.
Bell was an airline captain for Canadian Airlines. Mr. Bell served in the
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<PAGE>
Royal Canadian Air Force University Reserve from 1956 through 1958. He
intends to devote only such time as necessary to the business of the Company
upon the closing of the proposed Transaction, which is not expected to exceed
20 hours per month.
Compensation
Upon closing of the Transaction, Robert Zaba will receive an annual
salary of $110,000 and Carmine Montemariano will receive an annual salary of
$100,000. No other executive officer is expected to receive annual
compensation in excess of $100,000 during the next fiscal year of the
Company. There are no employment agreements between Zaba and its executive
officers or directors, but it is expected that Mr. Zaba will execute an
employment agreement with the Company upon closing of the Transaction.
In addition, Zaba may award stock options to key employees, members of
management, directors and consultants under stock option programs as bonuses
based on performance.
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
November 30, 1996, the Directors held one meeting 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 November 30, 1996 and subsequent thereto through the
date of this report. 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 1996 fiscal
year, nor through the date of this report.
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.
Dated: July 23, 1997.
HA SPINNAKER, INC.
s/Gregory W. Skufca
Gregory W. Skufca, President
