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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:
[ ] PRELIMINARY INFORMATION STATEMENT [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14C-5(D)(2))
[X] DEFINITIVE INFORMATION STATEMENT
PEACHTREE FIBEROPTICS, 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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PEACHTREE FIBEROPTICS, INC.
3300 PGA Boulevard, Suite 810
Palm Beach Gardens, Florida 33410
INFORMATION STATEMENT
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
Peachtree Fiberoptics, 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 January 27, 2000, approved
and recommended that (i) the Certificate of Incorporation be amended in order to
change the name of the Company from "Peachtree Fiberoptics, Inc." to
"vFinance.com, Inc."; and (ii) to increase the Company's authorized Common Stock
to 25,000,000 shares; and (iii) to establish a "blank check" preferred stock
consisting of 2,500,000 preferred shares.
The proposed amendments 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 Amendment 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 March 13, 2000 (the "Effective Date"). If the proposed
Amendment was not adopted by written consent, it would have been required to be
considered by
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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 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 and to restructure the capitalization of the
Company now that the Company has begun the active conduct of operations.
Members of management and certain other stockholders described
hereafter own in the aggregate approximately 7,913,666 shares of Common Stock of
the Company, representing approximately 85% (as of February 18, 2000) 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 March 13, 2000, 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 Peachtree Fiberoptics,
Inc. to vFinance.com, Inc. and restructuring its capitalization. The date on
which this Information Statement was first sent to the stockholders is on or
about February 22, 2000. The record date established by the Company for purposes
of determining the number of outstanding shares of Voting Capital Stock of the
Company is February 2, 2000 (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 Annual Report on Form 10-KSB or its 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.
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EXECUTIVE OFFICES
The Company's principal executive offices are located at 3300 PGA
Blvd., Suite 810, Palm Beach Gardens, Florida. Its telephone number is (305)
374-0282.
OUTSTANDING VOTING STOCK OF THE COMPANY
As of the Record Date, there were 9,091,125 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth Common Stock ownership information as of
February 18, 2000 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; or (ii) each
person or entity intending to file a written consent to the adoption of the
Amendment described herein; or (iii) each officer and director of the Company.
Unless otherwise indicated, all of the beneficial owners listed below have
indicated their intention to vote in favor of the Amendment. This information as
to beneficial ownership was furnished to the Company by or on behalf of the
persons named. Unless otherwise indicated, the business address of each person
listed is 3300 PGA Blvd., Suite 810, Palm Beach Gardens, Florida. Information
with respect to the percent of class is based on 9,091,125 issued and
outstanding at the Record Date.
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Name Owned(1) of Class
- ---- ------------ --------
<S> <C> <C>
Genesis Partners, Inc.(2) 3,106,518 34%
Highlands Group Holdings, Inc.(3) 2,175,000 24%
Insinger Venture Capital Limited (4) 948,334 10%
Timothy Mahoney(5) 933,333 10%
Sidney Levine(6) 323,666 3%
Stephen Krause(7) 325,000 3%
Michael Sandler(8) 100,000 1%
Leonard Sokolow(9) 1,815 *
David Spector(10) -0- *
All executive officers, directors and
designated stockholders as a group 7,913,666 85%
(9 persons)
</TABLE>
* Denotes less than 1% ownership.
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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.
(2) Genesis Partnership, Inc., whose address is 2458 Provence Court,
Weston, Florida 33327, is a corporation controlled by Mr. Leonard
Sokolow, CEO, Vice Chairman and President of the Company.
(3) Highlands Group Holdings, Inc., whose address is 68 Cayman Place, Palm
Beach Gardens, Florida 33418, is wholly-owned by Mr. Timothy Mahoney,
Chairman and Chief Operating Officer of the Company.
(4) Insinger Venture Capital Limited is a wholly owned subsidiary of
Insinger Bank and formerly known as Insinger Venture Capital Fund,
Limited. Its address is P.O. Box 438, Tropic Isle Building, Wickhams
Cay Road, Tortola, Virgin Islands.
(5) Mr. Timothy Mahoney is Chairman and COO of the Company.
(6) Mr. Sidney Levine, formerly a Director of the Company, resigned on
November 30, 1999.
(7) Mr. Stephen Krause's address is 100 East Linton Blvd., Suite 501A,
Delray, Florida 33483.
(8) Mr. Michael Sandler is Vice President, Secretary and Treasurer of the
Company. The shares are owned by both Mr. Sandler and Sarah Sandler,
his wife, as tenants by the entirety.
(9) Mr. Sokolow is Vice Chairman, CEO and President of the Company. Mr.
Sokolow controls Genesis Partners, Inc., but for ease of reference,
these shares held by Genesis Partners, Inc. are not attributed to him.
(10) Mr. David Spector, a Vice President of the Company, owns 75,000 options
to purchase Common Stock in the Company. Having no Common Stock
ownership as of January 12, 2000, Mr. Spector is not entitled to vote
for the Amendment.
AMENDMENTS TO CERTIFICATE OF INCORPORATION
GENERALLY.
The Board of Directors of the Company proposes (i) to amend Article One
of the Company's Certificate of Incorporation to change the name of the Company
to "vFinance.com, Inc." (ii) to amend Article Four of the Company's Certificate
of Incorporation to (a) increase the number of authorized shares of Common Stock
to 25,000,000 shares of Common Stock and (b) designate a "blank check" class of
preferred stock authorizing up to 2,500,000 shares of preferred stock.
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REASONS FOR THE PROPOSED NAME CHANGE.
The Board of Directors proposes to amend the Company's Certificate of
Incorporation to change its name from "Peachtree Fiberoptics, Inc." to
"vFinance.com, Inc." On November 8, 1999, the Company entered into a Share
Exchange Agreement ("Share Exchange Agreement") with VFinance Holdings, Inc., a
Florida corporation ("VFinance") and Union Atlantic, LC, a Florida limited
liability company ("Union Atlantic"). The Company received all of the capital
stock of VFinance and Union Atlantic in exchange for a total of 6,955,000 shares
of common stock. As a result of this transaction, the shareholders of VFinance
and Union Atlantic received approximately 84.4% of the total outstanding common
stock of the Company. Mr. Leonard Sokolow, who served as Managing Agent of
Peachtree, is also an executive officer and a principal shareholder of VFinance
and Union Atlantic, and all of these companies have in common certain members of
management and certain common ownership of equity. The exchange of the
consideration was determined based upon a Fairness Opinion issued by Haupt &
Company.
VFinance through Vfinance.com is one of the Internet's significant
financial opportunity exchanges attracting approximately 1.6 million "hits" per
month representing over 50,000 monthly visitors from at least 50 countries.
Vfinance.com is a "new-media" enterprise focused on providing business
development tools, information, products and services to assist entrepreneurs
and executives of small and medium sized enterprise to finance, organize and
grow their business.
The Company believes that the new name will reflect the changed focus
of the business and promote public recognition of the Company as a "new-media"
enterprise.
AMENDMENTS CHANGING THE CAPITAL STRUCTURE OF THE COMPANY.
REASONS FOR THE PROPOSED INCREASE IN AUTHORIZED COMMON STOCK.
The Company is currently authorized to issue 20,000,000 shares of
Common Stock, $.01 par value per share, of which 9,091,125 shares were issued
and outstanding at the close of business on the Record Date. The Company has no
present agreement to issue any additional shares of Common Stock, although the
Company will require additional capital to complete its business plan. In order
to complete the plan, the Company may require the issuance of additional shares
of its Common Stock. The Board of Directors believes that increasing the
authorized Common Stock to 25,000,000 shares would make available those shares
for capital raising and acquisitions as well as incentive options. Such stock
issuances could be for cash, securities or other property, allowing the Company
to take advantage of favorable market conditions, attract or retain personnel or
business opportunities including acquisitions.
There can be no assurances, nor can the Board of Directors of the
Company predict, what effect, if any, the proposed increase in authorized Common
Stock will have on the market price
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of the Company's Common Stock. This amendment is being sought solely to enhance
the Company's corporate finance flexibility.
REASONS FOR THE PROPOSED ESTABLISHMENT OF "BLANK CHECK" PREFERRED
STOCK.
The Board of Directors proposes to amend the Company's Certificate of
Incorporation to establish what is commonly referred to as "Blank Check"
Preferred Stock, with a limitation of 2,500,000 authorized shares. Currently,
there are no authorized or issued shares of preferred stock. The Company has
no present agreement to issue any shares of preferred stock. The proposed
amendment will state that series or classes of the Preferred Stock may be
created and issued from time to time, with such designations, preferences,
conversion rights, cumulative, relative, participating, optional or other
rights, including voting rights, qualifications, limitations or restrictions as
shall be stated and expressed in the resolution or resolutions providing for the
creation.
This amendment is being sought because the Board of Directors believes
it is advisable and in the best interest of the Company to have available
Preferred Stock to provide the Company with greater flexibility in financing the
continued operations of the Company and undertaking acquisitions. The Company's
original Certificate of Incorporation designated Five Hundred Twenty Thousand
(520,000) shares of non-voting convertible preferred stock, $1.32 par value per
share, which was designated the "Series A Convertible Preferred Stock." However,
in 1992, all 520,000 shares of the Series A Convertible Preferred Stock were
issued, converted into 457,600 shares of common stock, and duly canceled and
retired in accordance with Article IV of the Company's Certificate of
Incorporation. Rather than reissuing the canceled and retired shares of the
Series A Convertible Preferred Stock, the Board of Directors believes that
authorizing the Company to issue "Blank Check" Preferred Stock will provide the
Company with a capital structure better suited to meet the Company's short and
long-term capital needs. The Series A Convertible Preferred Stock designation
will be eliminated from the Company's Certificate of Incorporation. Having the
authority to create an equity instrument with provisions to be determined at the
time of issuance provides for the greatest possible flexibility in financing the
future operations of the Company. For example, "Blank Check" Preferred Stock
permits the Company to negotiate the precise terms of an equity investment by
simply creating a new series of preferred stock without incurring the cost and
delay of obtaining stockholder approval. This allows the Company to more
effectively negotiate with and satisfy the precise financial criteria of any
investor in a timely manner.
At this time, in order to raise capital, the Company must issue
additional shares of Common Stock or accept loans. Accordingly, any investor
seeking rights or preferences different than those of the Company's Common Stock
has no other choices other than to purchase a debt instrument. Although the
Board of Directors believes that having the ability to offer preferred stock as
an alternative to Common Stock or a loan will greatly enhance the flexibility of
the Company, there can be no assurance that the Company will be able to raise
such financing on terms acceptable to the Company, if at all. Management of the
Company is not aware of any prospective efforts of any persons to accumulate
Preferred Stock or to obtain control of the Company, and the proposed
designation of "Blank Check" Preferred Stock is not intended to be an
anti-takeover device.
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NO DISSENTER'S RIGHTS.
Under Delaware law, stockholders are not entitled to dissenter's rights
of appraisal with respect to the Company's proposed amendments to the Company's
Certificate of Incorporation to effect the name change and to restructure the
capitalization of the Company.
The complete text of the proposed amendment to the Certificate of
Incorporation is set forth as Exhibit "A" to this Information Statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Leonard Sokolow
-----------------------------------------
Leonard Sokolow, Vice Chairman, CEO,
and President
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EXHIBIT "A"
CERTIFICATE OF AMENDMENT
OFCERTIFICATE OF INCORPORATION
OF
PEACHTREE FIBEROPTICS, INC.
Peachtree Fiberoptics, Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation has adopted a
resolution proposing and declaring advisable an Amendment to the Certificate of
Incorporation of the Corporation changing the name of the Corporation to
"vFinance.com, Inc.".
RESOLVED, that the Certificate of Incorporation of Peachtree
Fiberoptics, Inc. be amended by changing Article I thereof, so that, as
amended, said Article I shall be and read as follows:
The name of the Corporation is "vFinance.com, Inc."
SECOND: That the Board of Directors of the Corporation has adopted a
resolution proposing and declaring advisable an Amendment to the Certificate of
Incorporation of the Corporation restructuring the capitalization of the
Corporation by (i) increasing the authorized Common Stock from 20,000,000 shares
to 25,000,000 shares and (ii) establishing a "blank check" preferred stock
consisting of 2,500,000 shares.
RESOLVED, that the Certificate of Incorporation of Peachtree
Fiberoptics, Inc. be amended by deleting Article IV in its entirety and
in lieu thereof inserting a new Article IV to reflect the restructured
capitalization of the Corporation which shall incorporate the following
language:
"The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is (27,500,000)
consisting of the following:
(A) COMMON STOCK. The Common Stock of the Corporation shall consist of
25,000,000 Shares of Common Stock, $.01 par value per share. The
holders of the Common Stock shall be entitled to one vote for each
share on all matters required or permitted to be voted on by
stockholders of the Corporation.
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(B) PREFERRED STOCK. There may be authorized up to Two Million Five
Hundred Thousand Shares (2,500,000) of preferred stock which may be
created and issued from time to time, with such designations,
preferences, conversion rights, cumulative, relative, participating,
optional or other rights, including voting rights, qualifications,
limitations or restrictions thereof as shall be stated and expressed in
the resolution or resolutions providing for the creation and issuance
of such preferred stock as adopted by the Board of Directors pursuant
to the authority in this paragraph given.
THIRD: That in lieu of a meeting and vote of stockholders, the holders
of outstanding shares of Common 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 have given
their written consent to said amendment in accordance with the provisions of
Section 228 of the General Corporation Law of the State of Delaware.
FOURTH: That the aforesaid amendments were duly adopted in accordance
with the applicable provisions of Section 242 and Section 228 of the General
Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Leonard Sokolow, its President, this 13th day of March, 2000.
PEACHTREE FIBEROPTICS, INC.
(Corporate Seal) By:
--------------------------
Leonard Sokolow, President
CEO and Vice Chairman of
Peachtree Fiberoptics, Inc.
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