SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT
OF 1934 (AMENDMENT NO. __)
Check the appropriate box:
|X|Preliminary Information Statement |_| Confidential, for Use of the Commission
|_|Definitive Information Statement Only (as permitted by Rule 14c-5(d)(2))
EBONLINEINC.COM
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14c-5 and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
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|_| 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.
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(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
MONEYZONE.COM
8701 RED OAK BOULEVARD, SUITE 100
CHARLOTTE, NORTH CAROLINA 28217
March __, 2000
Dear Stockholders:
We are writing to advise you that EBonlineinc.com (the "Company") has
changed its name (the "Name Change") to MoneyZone.com. The Name Change was
approved on December 16, 1999 by unanimous approval of the Board of Directors of
the Company and by the consent of the majority of stockholders of the Company,
in each case pursuant to the Nevada Revised Statutes, as amended.
In the following pages you will find the formal notice of the Name
Change in the form of an Information Statement on Schedule 14C, as filed with
the Securities and Exchange Commission on or about March __, 2000, and our
amendment to the Company's Articles of Incorporation, filed with the Secretary
of State of the State of Nevada on December 17, 1999. The voting and other
rights that accompany the capital stock of the Company will not be affected by
the Name Change.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
By Order of the Board of Directors
Susan E. McAvoy
Secretary
<PAGE>
MONEYZONE.COM
8701 Red Oak Boulevard, Suite 100
Charlotte, North Carolina 28217
INFORMATION STATEMENT
Pursuant to Regulation 14C Promulgated Under
the Securities Exchange Act of 1934, as Amended
PURPOSE OF INFORMATION STATEMENT.
This Information Statement is being delivered to you for informational purposes
only by MoneyZone.com, formerly known as EBonlineinc.com, a Nevada corporation
(the "Company"), in connection with an amendment to the Company's Articles of
Incorporation (the "Articles") changing the name of the Company from
EBonlineinc.com to MoneyZone.com.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
ACTION TAKEN.
The Board of Directors of the Company (the "Board") and the management of the
Company believe that changing the Company's corporate name to MoneyZone.com is
justified and appropriate because the name "MoneyZone.com" more suitably
reflects the Company's business of bringing together on the Internet buyers and
sellers of, and investors in, businesses and is more readily recognizable to the
general public.
The Board, by unanimous written consent dated as of December 16, 1999, and
certain stockholders (the "Majority Stockholders") owning a majority of the
issued and outstanding capital stock of the Company entitled to vote, by written
consent dated as of December 16, 1999, approved and adopted resolutions to
change the Company's corporate name as set forth above (the "Name Change") and
the filing of an amendment (the "Amendment"), attached hereto as EXHIBIT A, to
the Articles to effect the Name Change. On December 17, 1999, the Company caused
the Amendment to be filed with the Secretary of State of the State of Nevada.
PROCEDURE FOR APPROVAL OF THE NAME CHANGE.
The Nevada Revised Statutes, as amended (the "NRS"), require that, in order for
the Company to amend the Articles, the Board must adopt resolutions setting
forth the proposed amendment and declaring its advisability and must call a
meeting of stockholders of the Company at which stockholders holding at least a
majority of the Company's capital stock entitled to vote must approve the
proposed amendment. The NRS also provides that, in lieu of a vote taken at a
stockholders' meeting, stockholders holding at least a majority of the voting
power of the Company's capital stock may consent in writing to any action
otherwise required to be taken at a meeting of stockholders, including the
adoption of an amendment to the Company's Articles.
<PAGE>
REQUIRED APPROVALS OBTAINED.
The Board, by its unanimous written consent (the "Board Consent"), adopted
resolutions approving the Amendment effecting the Name Change. Under the NRS,
the record date (the "Record Date") for such action, which date determines the
stockholders entitled to vote, was the date of the Board Consent. On the Record
Date, the only issued and outstanding shares of the Company's capital stock
entitled to vote on the proposed amendment were 6,156,668 shares of the
Company's common stock, par value $0.001 per share (the "Common Stock"), of
which the Majority Stockholders held 3,866,773 or 62.8% of the total stock
entitled to vote on the proposed amendment. On December 16, 1999, the Majority
Stockholders, by written consent in lieu of a meeting, approved the Amendment to
effect the Name Change. No further consents, votes or proxies are or were
necessary to effect the Name Change.
DISSENTERS' RIGHTS OF APPRAISAL.
The Nevada Revised Statutes do not provide for any dissenters' rights with
respect to the amendment of the Articles as set forth herein. Therefore, no
dissenters' rights of appraisal are given in connection with the subject matter
hereof.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON.
No person who has been a director or officer of the Company at any time since
the beginning of the Company's last fiscal year or who is a nominee for election
as a director, and no associate of any such person, has or had any substantial
interest, direct or indirect, by security holdings or otherwise, in the
Amendment.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS.
As of the Record Date, the 6,156,668 shares of Common Stock issued and
outstanding were the only shares of capital stock of the Company entitled to
vote on the matters herein described. Each such share was entitled to a total of
one (1) vote.
The following table sets forth information about shares of Common Stock owned by
the Company's directors, executive officers and those persons who owned more
than 5% of the Company's Common Stock as of February 29, 2000. Unless otherwise
noted, the persons named in the table below did not own any other capital stock
of the Company at the Record Date and have sole voting and investment power with
respect to all shares shown as beneficially owned by them.
<PAGE>
<TABLE>
<CAPTION>
Name and Number of Shares Percentage of Shares
Address (1) Position with the Company Beneficially Owned Beneficially Owned (2)
- --------------------------------- -------------------------- -------------------------- ----------------------------
<S> <C> <C> <C>
Bruce Bertman (3) Director 150,000 2.44%
Randall Greene Chief Executive Officer 20,000(4) *
and President
Nicholas Pili Vice President, Marketing 17,500(5) *
Susan E. McAvoy Vice President and 12,500(6) *
Secretary
Global Capital Partners, Inc. Security Holder 2,000,000 32.09%
(7)
Officers and Directors as a 187,500 2.99%
Group
</TABLE>
* Less than 1 percent
- ----------------------
(1) Unless otherwise indicated, the address of the security holder is 8701 Red
Oak Boulevard, Suite 100, Charlotte, North Carolina 28217.
(2) Based on 6,233,335 shares outstanding as of February 29, 2000.
(3) Mr. Bertman's address is 15825 Shady Grove Road, Suite 50, Rockville,
Maryland 20850. At the Record Date, A1 Internet.com, Inc., a corporation of
which Mr. Bertman is President, owned 1,175,000 shares of the Common Stock.
(4) Includes shares issuable upon exercise of 20,000 options to purchase Common
Stock.
(5) Includes shares issuable upon exercise of 10,000 options to purchase Common
Stock.
(6) Includes shares issuable upon exercise of 7,500 options to purchase Common
Stock.
(7) Martin A. Sumichrast, Chairman of MoneyZone.com, is Chairman, Chief
Executive Officer, President and a director of Global Capital Partners,
Inc. At the Record Date, Global Capital Partners, Inc. owned 2,691,773
shares of the Common Stock.
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
EBONLINEINC.COM
(A NEVADA CORPORATION)
EBonlineinc.com, a corporation organized and existing under and by
virtue of the General Corporation Law of Nevada (the "Corporation"), DOES HEREBY
CERTIFY THAT:
A. The Board of Directors of the Corporation by the unanimous
written consent of its members, filed with the minutes of the
Board, duly adopted a resolution setting forth a proposed
amendment to the Certificate of Incorporation in order to (i)
change the name of the Corporation from EBonlineinc.com to
MoneyZone.com, and (ii) identify the directors named in the
Certificate of Incorporation as members of the first Board of
Directors of the Corporation, declaring such amendment to be
advisable and directing that the proposal be placed before the
shareholders of the Corporation for consideration thereof. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that Article FIRST of the Certificate of Incorporation of the
Corporation be amended to provide as follows:
"FIRST. The name of the corporation is MoneyZone.com."
B. Other than the changes described above, there are no amendments
to the Certificate of Incorporation.
C. Pursuant to resolution of the Corporation's Board of Directors,
the foregoing Certificate of Amendment was duly approved by
affirmative vote of the holders of a majority of the
Corporation's 6,156,668 shares of capital stock issued and
outstanding and entitled to vote on the proposed amendment, and
therefore sufficient for approval, all in accordance with the
General Corporation Law of Nevada and the existing Certificate of
Incorporation and by-laws of the Corporation.
D. This amendment was duly adopted in accordance with the provisions
of Section 78.390 of the General Corporation Law of Nevada.
IN WITNESS WHEREOF, EBONLINEINC.COM has caused this
Certificate of Amendment to be signed by its Chairman, and attested by
its Secretary, as of the date below.
Dated: December 16, 1999 EBONLINEINC.COM
By: /S/ MARTIN A. SUMICHRAST
---------------------------
Name: Martin A. Sumichrast
Title: Chairman of the Board
