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 (AMENDMENT NO. )
Check the appropriate box:
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<S> <C> <C> <C>
[X ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
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PACESETTER OSTRICH FARM, INC.
(Name of Registrant As Specified in 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:
(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:
[ ] 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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PACESETTER OSTRICH FARM, INC.
10135 Hereford Road
Folsom, LA 70437
INFORMATION STATEMENT TO CHANGE CORPORATE NAME
WE ARE NOT ASKING YOU FOR A PROXY, AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the stockholders of
Pacesetter Ostrich Farm, Inc., a Delaware corporation (the "Company"), in
connection with the proposed adoption of a Certificate of Amendment to the
Company's Certificate of Incorporation (the "Amendment") by the written consent
of the holders of a majority in interest of the Company's voting capital stock
("Voting Capital Stock") consisting of the Company's outstanding Common Stock
("Common Stock"). The Company's Board of Directors on December 8,1999, approved
and recommended that the Certificate of Incorporation be amended in order to
change the name of the Company from Pacesetter Ostrich Farm, Inc. to PrimeLink
Systems, Inc.
The proposed Amendment to the Certificate of Incorporation will become
effective upon (i) a written consent of the holders of not less than a majority
of the Company's outstanding Voting Capital Stock approving the Amendment and
(ii) the filing of the Certificate of Amendment to the Certificate of
Incorporation with the Secretary of State of the State of Delaware. The Company
anticipates that the filing of the written consents will occur on or about
January 1999 (the "Effective Date"). If the proposed Amendment were not adopted
by written consent, it would have been required to be considered by the
Company's stockholders at a special stockholders' meeting convened for the
specific purpose of approving the Amendment.
The elimination of the need for a special meeting of stockholders to
approve the Amendment is made possible by Section 228 of the Delaware General
Corporation Law (the "Delaware Law") which provides that the written consent of
the holders of outstanding shares of voting capital stock, having not less than
the minimum number of votes which would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted, may be substituted for such a special meeting. Pursuant to Section
242 of the Delaware Law, a majority of the outstanding shares of voting capital
stock entitled to vote thereon is required in order to amend the Company's
Certificate of Incorporation. In order to eliminate the costs and management
time involved in holding a special meeting and in order to effect the Amendment
as early as possible in order to accomplish the purposes of the Company as
hereafter described, the Board of Directors of the Company voted to utilize the
written consent of the
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holders of a majority in interest of the Voting Capital Stock of the Company. As
discussed hereafter, the Board of Directors has recommended the Amendment in
order to reflect the change in the focus of operations conducted by the Company.
Members of management and certain other stockholders described
hereafter own in the aggregate approximately 2,240,127 shares of Common Stock of
the Company, representing approximately 51.8% (as of the Record Date) of the
outstanding voting capital stock of the Company entitled to vote on the
Amendment. These stockholders have indicated that they intend to give their
written consent to the adoption of the Amendment described in this Information
Statement. The written consent of these persons to the Amendment will become
effective upon the filing of their written consents with the Secretary of the
Company. The Company anticipates that the filing of these written consents will
occur on or about January ___, 1999, following which the Company will prepare
and file a Certificate of Amendment to its Certificate of Incorporation with the
State of Delaware changing the name of the Company from Pacesetter Ostrich Farm,
Inc. to PrimeLink Systems, Inc. The date on which this Information Statement was
first sent to the stockholders is on or about December ___, 1999. The record
date established by the Company for purposes of determining the number of
outstanding shares of Voting Capital Stock of the Company is December 9, 1999
(the "Record Date").
Pursuant to Section 228 of the Delaware Law, the Company is required to
provide prompt notice of the taking of the corporate action without a meeting to
stockholders who have not consented in writing to such action. Inasmuch as the
Company will have provided to its stockholders of record this Information
Statement, the Company will notify its stockholders at the time of distribution
of its next Quarterly Report on Form 10-QSB of the effective date of the
Amendment. No additional action will be undertaken pursuant to such written
consents, and no dissenters' rights under the Delaware Law are afforded to the
Company's stockholders as a result of the adoption of the Amendment.
EXECUTIVE OFFICES
The Company's principal executive offices are 10135 Hereford Road,
Folsom, LA 70437. Its telephone number is (504) 796-5806.
OUTSTANDING VOTING STOCK OF THE COMPANY
As of the Record Date, there were 4,322,016 shares of Common Stock
outstanding. No other shares of capital stock are outstanding. The Common Stock
is the sole class of voting securities of the Company. Each share of Common
Stock entitles the holder thereof to one vote on all matters submitted to
stockholders.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth Common Stock ownership information as of
[SAME?] with respect to (i) each person known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock; (ii) each
director of the Company; (iii) each person intending to file a written consent
to the adoption of the Amendment described herein; and (iv) all directors,
executive officers and designated stockholders of the Company as a group. This
information as to beneficial ownership was furnished to the Company by or on
behalf of the persons named. Information with respect to the percent of class is
based on 4,322,016 issued and outstanding at the Record Date.
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Shares
Beneficially Percent
Name Owned(1) of Class
- ---- -------- --------
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John R. Wade 914,897 21.2%
Bobbie R. Clemons 518,505 12.0%
Atlas, Pearlman, Trop & Borkson 75,000 1.7%
Thomas Hulsey 105,000 2.4%
Michael Leblanc 147,000 3.4%
Yvonne Tycer 42,000 1.0%
Vesport Partnership 84,000 1.9%
Robert Wade 310,725 7.2%
Herman Page 43,000 1.0%
All executive officers, directors and
designated stockholders as a group
(9 persons) 2,240,127 51.8%
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(1) Except as otherwise indicated in the footnotes below, each stockholder
has sole power to vote and dispose of all the shares of Common Stock
listed opposite his name.
AMENDMENT TO CERTIFICATE OF INCORPORATION
Proposal to Change the Name of the Company
The Board of Directors proposes to amend the Company's Certificate of
Incorporation to change its name from "Pacesetter Ostrich Farm, Inc." to
"PrimeLink Systems, Inc." During 1998 the Company completed the sale of
substantially all of its ostrich assets. Since that time the Company has been
engaged exclusively in underground construction with an emphasis on placement of
underground fiber optic systems. The Company believes that the new name will
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promote public recognition of the Company and will reflect the revised focus
away from the ostrich industry.
BY ORDER OF THE BOARD OF DIRECTORS
/s/John Wade
--------------------
John Wade, President
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