SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT
Pursuant to Section 14(f) of
the Securities Exchange Act of 1934
and Rule 14f-1 thereunder
ZERON ACQUISITIONS II, INC.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
33-51194-NY 13-3666344
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(Commission File Number) (IRS Employer Identification No.)
370 Lexington Avenue, Suite 1808, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 687-4230
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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 in the majority of the members of the Board of Directors of Zeron
Acquisitions II, Inc. (the "Company") which will come about as a result of the
closing (the "Closing") of the Stock Purchase Agreement (the "Agreement")
between on the one hand, Gerold Tebbe; and Overton Holdings Limited, a
corporation formed under the laws of the Turks and Caicos Islands, British West
Indies ("OHL"); and, on the other hand, Gary Takata; Shigeru Masuda; and the
Company (Mr. Takata and Mr. Masuda shall be referred to herein as the
"Controlling Zeron Stockholders"). The Agreement provides, among other things,
that the entire Board of Directors of the Company will resign and will be
replaced by Gerold Tebbe.
NO ACTION IS REQUIRED BY THE SHAREHOLDERS OF THE COMPANY IN CONNECTION
WITH THE RESIGNATION OF THE CURRENT DIRECTORS AND THE ELECTION OF MR. TEBBE AS
THE SOLE DIRECTOR 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 at least ten (10) days prior to a change in the majority
of the Directors of the Company. The Company therefore intends for this
Information Statement to serve as notice to its shareholders that the Company
intends to proceed with a Closing of the Agreement after ten days have elapsed
from the time this Information Statement is mailed to its shareholders and the
Company notifies the Securities and Exchange Commission of the change in control
by filing a Current Report on Form 8-K incorporating this Information Statement.
The Stock Purchase Agreement
On August 1, 1997, a Letter of Intent was entered into, which provides for
OHL to acquire, upon satisfaction of the conditions for Closing, 4,183,125
shares of newly-issued and non-registered Common Stock, $.001 par value, of the
Company in exchange for $4,000,000 cash and the agreement to sell to the Company
by Mr. Tebbe or persons controlled by Mr. Tebbe certain patents and patent
applications for nominal cash consideration and contingent royalty payments. Mr.
Tebbe is the sole beneficial shareholder of OHL. Unicorn Management Limited is
the sole director of OHL, as the director representative of Mr. Tebbe, and
Unicorn Secretaries Limited is the sole officer of OHL, as the officer
representative of Mr. Tebbe.
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Pursuant to the Agreement, the Company will accept the resignation of all
of the current members of the Board of Directors, as of Closing, consisting of
Gary Takata and Shigeru Masuda, and the appointment of Gerold Tebbe, to serve on
the Company's Board of Directors. Upon Mr. Tebbe's assumption of the office, he
will be the sole director of the Company.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
General
The outstanding voting securities of the Company as of September 25, 1997
consisted of 278,750 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 shareholder vote.
Security Ownership of Certain Beneficial Owners
The following table sets forth the information as to beneficial ownership
of shares of the Company's Common Stock by each person known to the Company to
own 5% or more of the shares of the Company's Common Stock as of September 25,
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 Percent
of Beneficial Owner Beneficial Ownership of Class
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Shigeru Masuda 80,000 28.70%
117 East 57th Street
New York, New York 10022
Louise Jones Takata 74,000 26.55%
370 Lexington Avenue, #1808
New York, New York 10017
Security Ownership of Management
The following table sets forth the information as to beneficial ownership
of shares of the Company's Common Stock by (i) each person who has been
designated to become a director of the Company upon the Closing of the
Agreement, (ii) each named executive, and (iii) all such persons as of September
25, 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). The following table assumes the
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issuance of 4,183,125 shares to OHL, and 85,000 shares to a finder upon the
Closing of the Agreement.
Name and Position Amount & Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
- ------------------- -------------------- --------
Overton Holdings Limited 4,183,125 92%
Le Columbia Palace
11, avenue Princesse Grace
Monte Carlo
MC-98000, Monaco
Change of Control
Upon the Closing, the Company will accept the resignations of the Board of
Directors consisting of Gary Takata and Shigeru Masuda, and Gerold Tebbe will be
appointed to serve on the Company's Board of Directors effective immediately
upon Closing.
Put Option
All the holders of the Company's Common Stock as of immediately prior to
Closing shall have the right to cause the purchase at $3 per share, which price
shall be adjusted to give effect to stock splits, stock dividends,
recapitalizations, capital distributions, and similar events, of some or all of
their Common Stock (the "Put") for the six-month period following the Measuring
Period (defined below), if the Company's Common Stock does not have a daily
average closing bid price of $3 per share for 20 consecutive trading days during
the six month period following the Closing (the "Measuring Period"). Certain
changes in the ownership of the Company's Common Stock on the date of the
Closing will void the Put as to that Common Stock so transferred. The sum of
$836,250 will be deposited in escrow by Gerold Tebbe as a fund to support
exercise of the Put. The Put will fail to become effective, or will terminate,
as applicable, upon the earlier to occur of (i) the Company's Common Stock
having a daily average closing bid price of $3 per share for 20 consecutive
trading days, or (ii) the one year anniversary of the Closing.
Call Option
All of the shares of the Company's Common Stock issued and outstanding
just prior to the Closing held or controlled by Mr. Gary Takata and Mr. Shigeru
Masuda, or their respective affiliates, shall be subject to a call option (the
"Call"), whereby the Company will have the right, for a period of one year
following the Closing, to purchase such shares at a price of $30 per share,
which price shall be adjusted to give effect to stock splits, stock dividends,
recapitalizations, capital distributions, and similar
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events, if the closing bid price of a share of Common Stock rises to $30 or
more.
Right of First Refusal
If the closing bid price of a share of the Company's Common Stock rises to
$30 or more, which price shall be adjusted to give effect to stock splits, stock
dividends, recapitalizations, capital distributions, and similar events, and
either Mr. Takata or Mr. Masuda desires to sell any of the shares of Common
stock of the Company held or controlled by them prior to Closing, then the
shareholder proposing to sell some or all of his stock has agreed to notify the
Company accordingly and has granted the Company the right of first refusal to
purchase such shares at a price of $30 per share. The right of first refusal
expires with respect to their respective shares upon transfer of beneficial
ownership of the Common Stock by Mr. Takata or Mr. Masuda, as applicable.
DIRECTORS AND EXECUTIVE OFFICERS
Effective upon the Closing under the Agreement, the Company's current
directors will resign. The following individual will become the sole director of
the Company:
Name Age Position to be Held
- ---- --- -------------------
Gerold Tebbe 48 President, Secretary-
Treasurer and Director
Gerold Tebbe will become President, Secretary-Treasurer and Director
following the Closing under the Agreement. Mr. Tebbe was born in
Langenenslingen, Kreis Biberach, BW, Germany. From 1990 to the present, Mr.
Tebbe has been self-employed as an inventor, specializing in inventing and
developing products combining his patented controlled release technology with a
variety of textile delivery systems. From 1970 to 1990, Mr. Tebbe was president
of Textil Atelier K. Tebbe, Baden-Wurtteburg, Germany, a privately-held textile
concern specializing in textile design for woven and knitted materials, and the
servicing of certain textile production equipment. Mr. Tebbe studied tailoring
and passed the examinations of the Chamber of Industry and Commerce (IHK) in
Reutlingen, Germany; subsequently, he qualified as master craftsman in textile
design while employed in Albstadt-Tailfingen, Germany.
The directors of the Company are elected to hold office until the next
Annual Meeting of Shareholders and until their respective successors have been
elected and qualified. The officers of the Company are elected by the Board of
Directors and hold office until successors are duly elected and qualified. There
are no audit, nominating or compensation committees of the Board of Directors,
or
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committees performing similar functions.
Since July 1, 1996, the board of directors met not less than four times.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
None of the Company's officers or directors currently receives any salary
from the Company. Directors do not receive compensation for their services as
directors and are not reimbursed for expenses incurred in attending board
meetings.
The Company has entered into a Consulting Agreement with The Zeron Group,
Inc., a New York corporation. Shigeru Masuda, the Company's Chairman of the
Board of Directors, is also chairman of The Zeron Group Inc. Mr. Masuda provided
consulting services on behalf of The Zeron Group Inc. to the Company. The annual
fee for the consulting services is $15,000, which commenced upon the closing of
the Company's initial public offering. The consulting arrangement will terminate
effective as of the Closing under the Agreement. The Company does not anticipate
entering into employment agreements with any of its officers or directors in the
near future.
Following the Closing under the Agreement, Mr. Tebbe will not receive a
salary for his services to the Company as an officer or director of the Company.
However, Mr. Tebbe will receive royalties of 1% of all net annual revenues
recognized by the Company in connection with the commercial exploitation of the
patent rights being conveyed to the Company by Mr. Tebbe and/or persons
controlled by Mr. Tebbe pursuant to the Agreement. The compensation referred to
above will not accrue and be payable unless the Company has recognized net
income from that patent right during such year.
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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 herunto duly authorized.
ZERON ACQUISITIONS II, INC.
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(Registrant)
By: /s/ Gary Takata
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Gary Takata
President and Director
Dated: September 26, 1997
