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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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<S> <C>
[ ] Preliminary Information Statement [ ] Confidential, for Use of
[X] Definitive Information Statement the Commission Only (as
permitted by Rule 14c-5(d)(2))
</TABLE>
AMERICAN PHOENIX GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Information Statement, if other than Registrant)
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:
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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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(5) Total fee paid:
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[ ] 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.
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AMERICAN PHOENIX GROUP, INC.
930 East Arques Avenue
Sunnyvale, California 94086-4552
INFORMATION STATEMENT
This Information Statement is furnished by the Board of Directors of
American Phoenix Group, Inc., a Delaware corporation (the "Company"), to inform
the stockholders of the Company of stockholders' approval of an amendment to the
Company's Certificate of Incorporation changing the Company's name to "TAL
Wireless Networks, Inc." This Information Statement and the accompanying
materials will be mailed on or about April 30, 1997 to holders of record of
Common Stock, par value $.001 ("Common Stock") and to holders of record of
Series A through D Preferred Stock, par value $01 (collectively, the "Preferred
Stock"), of the Company as of the record date. The record date for determining
stockholders entitled to receive this Information Statement has been established
as the close of business on March 17, 1997. On that date, the Company had
outstanding and entitled to vote 28,846,076 shares of Common Stock and 8,000,000
shares of Preferred Stock which is entitled to vote together with the Common
Stock on the matters set forth herein.
During February 1997, holders of 15,289,551 shares of Common Stock and
5,221,463 shares of Preferred Stock (or 55.7% of the total entitled to vote on
the matter set forth herein) consented in writing without a meeting to the
matter set forth herein. As a result, the corporate action was approved by the
majority required by law and no further votes will be needed.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
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THE COMPANY
INTRODUCTION
American Phoenix Group, Inc., a Delaware corporation ("American Phoenix"
or the "Company") was incorporated in Delaware in May 1994 under the name Kushi
Macrobiotics Corp. The Company is primarily engaged in providing, through local
affiliates, wireless data communications services to customers who are located
principally in developing economies thereby taking advantage of the increasing
demand for alternatives to wire line services in those locations.
The Company was initially engaged in the business of marketing premium
macrobiotic food products. Because the Company's marketing strategies were
unsuccessful, it determined to abandon this business and search for a suitable
merger or acquisition candidate. As a result of its search efforts, effective
September 26, 1996, the Company emerged as the surviving entity in a merger with
American Phoenix Group, Inc., a Nevada corporation, and adopted that company's
name. Immediately prior to consummation of the merger, the Company spun off its
food business to its stockholders.
During February 1997, holders of 15,289,551 shares of Common Stock and
5,221,463 shares of Preferred Stock (or 55.7% of the total entitled to vote on
the matters enumerated herein) consented in writing without a meeting to (i)
effectuate a one for two reverse stock split of the Company's currently issued
and outstanding Common Stock, (ii) increase the number of shares of Common Stock
the Company is authorized to issue to 100,000,000, (iii) increase the number of
shares of Preferred Stock the Company is authorized to issue to 60,000,000, and
(iv) change the Company's name to TAL Wireless Networks, Inc. The first three
amendments will not be implemented until the Company sends out to its
stockholders an information statement specifically relating to such matters. The
Company intends to distribute said information statement as soon as it satisfies
the applicable rules and regulations to clarify and update certain disclosures
and financial statements required to be included therein. Therefore, this
information statement only relates to the Company's change of name to "TAL
Wireless Networks, Inc."
TAAL SHARE EXCHANGE
General
In November 1996, pursuant to an Agreement and Plan of Reorganization
(the "TAAL Agreement"), the Company purchased all issued and outstanding shares
of Tetherless Access Asia Limited, an Australian company ("TAAL"), in
consideration for the issuance of Common Stock and Preferred Stock giving the
shareholders of TAAL (the "TAAL Shareholders") control of the Company (the
"Share Exchange"). In connection with this transaction, the Company sold
substantially all of its assets. It is currently expected that the proceeds of
these sales will be used for the financing of the Company's business. TAAL and
American Phoenix are together hereinafter sometimes referred to as the
"Company."
Issuance of Securities
Under the TAAL Agreement, the TAAL Shareholders were issued 4,000,000
shares of Common Stock and an aggregate of 8,000,0000 shares of Preferred Stock
(the "Preferred Stock") in four series. Each share of Preferred Stock in each
series is automatically convertible, unless converted earlier at the discretion
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of the Board of Directors, into three shares of Common Stock, as follows: Series
A on June 1, 1997; Series B on June 1, 2000; Series C December 1, 2000; and
Series D on June 1, 2001. The Preferred Stock has voting rights on an as
converted basis and will vote together with the holders of the Common Stock. The
number of shares of Preferred Stock issuable under the TAAL Agreement and the
number of shares of Common Stock issuable upon conversion of the Preferred Stock
have been adjusted for a contemplated one for two reverse stock split. As a
result of the TAAL Agreement and the stock issuances thereunder, the TAAL
Shareholders acquired absolute control of the affairs of the Company.
In connection with the issuance of the Preferred Stock, the TAAL
Shareholders have each agreed to waive the right to cast more than one vote per
share of Preferred Stock until the implementation of an amendment to the
Company's certificate of incorporation increasing the shares of Preferred Stock
the Company is authorized to issue. Immediately upon the increase in the
authorized number of shares of Preferred Stock, the Company will issue an
additional 16,000,000 shares of Preferred Stock. In addition, the Company will
amend the terms of the Preferred Stock to provide that each share of Preferred
Stock will be convertible into one share of Common Stock and, accordingly, will
carry one vote. As a result, the TAAL Shareholders will become the beneficial
owners of an aggregate of 24,000,000 shares of Preferred Stock.
Reconstitution of the Board; Management Matters
The parties to the TAAL Agreement agreed that the TAAL Shareholders
would be entitled to designate a majority of the members of the Board of
Directors of the Company. Of the current members of the Board, Messrs. Davis and
Hubbard will remain on the Board. Messrs. DiCarlo and France have resigned their
board membership. Richard Redett and Timothy Todhunter have been elected by the
remaining board members to fill the vacancies created by the resignation of
Messrs. DiCarlo and France. In addition, it is anticipated that John Vargo will
be elected to the Board upon the Company meeting the shareholder information
requirements of Rule 14(f) promulgated under the Securities Exchange Act of
1934, as amended. Also, Messrs. Vargo and Redett have been appointed the
Company's Chief Executive Officer and acting Chief Financial Officer,
respectively. See "Management."
NASDAQ APPLICATION
On March 17, 1997, the Company was notified that, pending complete
review of its initial listing application, effective March 18, 1997, the
Company's securities would not continue to be listed on the Nasdaq SmallCap
Market ("Nasdaq") due to various concerns expressed in Nasdaq's notification to
the Company. The Company wishes to summarize Nasdaq's principal concerns and set
forth its responses thereto.
Nasdaq expressed concerns that the transactions involving the
dispositions of the Company's assets in connection with the Share Exchange were
not at "arms-length" and were not "in accordance with just and equitable
principles of trade." The Company strongly disagrees and believes that during
the course of the pending review it will demonstrate to Nasdaq that the
transactions were at arms length. The Company's decision regarding the
dispositions of its assets was reached by the unanimous vote of the directors
who had no interest in the assets being disposed of or the companies purchasing
the assets.
Nasdaq expressed concern about an alleged "lack of fully audited
financial statements." Audited financial statements of the Company and of TAAL
have been provided as at June 30, 1996. The audited
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financial statements of TAAL were prepared in accordance with applicable
Australian accounting principles, rather than U.S. generally accepted accounting
principles ("GAAP"). TAAL is an Australian company based in Melbourne,
Australia, and the financial statements were prepared prior to the completion of
the Share Exchange. The Company is advised by its auditors that GAAP is
substantially similar to applicable Australian accounting principles. The
financial statements contained in the Company's Quarterly Report on Form 10-QSB
report for the three and six months ended December 31, 1996 were prepared in
accordance with GAAP and all of the Company's future financial statements will
be prepared in accordance with GAAP.
Nasdaq expressed concern that the Company is not currently in compliance
with the initial inclusion bid price requirement of $3 per share. In the 86
trading days commencing with the Share Exchange until March 17, 1997, the bid
price exceeded $3 per share for 61 trading days. The Company has publicly
announced its intention to implement a one for two reverse split of its stock.
The Company believes that, upon implementation of the reverse split, the bid
price requirement of $3 per share will be satisfied.
Nasdaq expressed concern regarding certain individuals with
"disciplinary histories" who were previously associated or had relationships
with the Company. All of these individuals have resigned their positions or
terminated their relationships with the Company, as the case may be.
As a result of the Nasdaq proceedings, the Company's Common Stock and
Redeemable Warrants are currently traded on the OTC Bulletin Board under the
symbols APHX and APHXW, respectively.
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AMENDMENT TO ARTICLES OF INCORPORATION
The Board of Directors of the Company and the holders of a majority of
the shares entitled to vote thereon have adopted by written consent in lieu of a
meeting a proposal declaring advisable an amendment to the Articles of
Incorporation of the Company to change the Company's name to TAL Wireless
Networks, Inc. (the "Amendment"). The Amendment will become effective upon the
filing of a certificate of amendment to the Company's certificate of
incorporation with the Delaware Secretary of State. It is anticipated that the
filing will take place on or about May 20, 1997.
CHANGE OF NAME
As a result of the Share Exchange, the Company will be controlled by the
TAAL Shareholders. In addition, it is engaged in TAAL's business. To more
accurately reflect its new business, the Board of Directors and a majority of
the shares entitled to vote thereon have determined that the Company should
change its name to "TAL Wireless Networks, Inc."
VOTE REQUIRED
Under Delaware law any amendments to the Company's certificate of
incorporation require the affirmative vote or consent of a majority of the
shares entitled to vote thereon. Shares entitled to vote on the change of name
set forth herein include the Common Stock and the Preferred Stock which votes
together with the Common Stock. The required majority was obtained by written
consent in lieu of a meeting and no further votes will therefore be required.
The Board of Directors does not intend to solicit any proxies or consents from
any other stockholders in connection with this action.
STOCKHOLDERS ARE URGED TO READ THE AMENDMENT, THE TEXT OF WHICH IS
ATTACHED AS ATTACHMENT A TO THIS INFORMATION STATEMENT.
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MANAGEMENT
OFFICERS AND DIRECTORS
The following sets forth the name and age, present position(s) with the
Company, principal business occupations and committee service for the last five
years of each person who is presently a director or executive officer of the
Company.
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NAME AGE POSITION
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John R. Vargo 42 Chief Executive Officer*
Richard J. Redett 51 Chairman, acting Chief Financial Officer and Secretary
John Davis 41 Director
Jay W. Hubbard 72 Director
Timothy L. Todhunter 63 Director
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* Mr. Vargo is expected to join the Company on May 5, 1997.
John Vargo was appointed the Company's Chief Executive Officer in April
1997. In November 1995, Mr. Vargo founded Innoventures, an international
telephony, satellite and wireless communications technology consulting firm.
From 1992 until 1995, Mr. Vargo was President of Plexsys International
Corporation, a designer, manufacturer and supplier of cellular technology to
emerging and rural markets worldwide. Prior thereto, he served as Vice President
of Business Development and Planning in the World Systems Intelsat Satellite
Services Group of Comsat Corporation. In 1990 Mr. Vargo was appointed head of
Comsat International Ventures Group, in which capacity he was responsible for
the development and operation, through joint ventures with local telephone
companies, of satellite communications services and systems. From 1983 to 1989,
he was Director of International Development at Sprint Communications Company,
where he was instrumental in establishing the interconnect agreements and
network capabilities required to extend voice services internationally. He
currently serves on the Board of the Telecommunications Industry Association and
as Vice President of its International Committee. Mr. Vargo holds a an MBA and a
B.S. in Business and Economics from Lehigh University.
John Davis has been a director of the Company since 1996. He has
practiced as an attorney in Australia for the past 18 years and has specialized
in commercial and tax jurisdictions. He has also been a Director and Chief
Executive Officer of Kamisha Corporation Limited, a licensed securities dealer
in Australia, since 1988. Mr. Davis is on the Board of various other companies
which are active in managed futures, property syndication, agribusiness, finance
and technology industries.
Jay W. Hubbard has been a director of the Company since 1996. He is a
native of California, who served in the United States Marine Corps. from 1940 to
1975 as an Infantry Officer (WWII) and as a Fighter Attach Pilot (Korean and
Vietnam Wars). Mr. Hubbard retired as Brigadier General in December 1972. Mr.
Hubbard is a graduate of the National War college and holds an M.S. in
International Affairs from The George Washington University. He has
post-military experience in residential development and served as a
Consultant-Interim Chief Executive Officer/Chief Operating Officer steering
public companies through Chapter 11 reorganizations.
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Richard Redett was elected to the Board in April 1997. He has been the
Chief Financial Officer and the Secretary since March 1997. He was the founder
and has been a principal of The Redett Management Group, a corporate consulting
firm specialized in corporate turnarounds, mergers and acquisitions and debt
restructuring, since its inception in 1978. Prior thereto, he held executive
positions with Danis Industries Corporation and was a management consultant with
Deloitte & Touche LLP. Mr. Redett holds a Bachelor of Science in Industrial
Management and an MBA from the University of Cincinnati.
Timothy Todhunter was elected to the Board in April 1997. He was a
director TAAL prior to the consummation of the Share Exchange. In addition, he
has been the Chairman of Access Systems Pty Ltd, a multimedia software company,
since 1994, and a director of the following entities: The Australia Institute, a
policy research organization, since 1995, Australian Retirement Fund, since
1990, Hotel Leisure and Tourism Trust of Australia, a trust engaged in
developing and managing assets in the leisure and tourism industry, of which he
has been Chairman since its inception in 1996, JGL Investments Group Retirement
Fund since 1990, ISPT Pty Ltd, a real estate holding company since 1994. Mr.
Todhunter was the President of the Council of Textile and Fashion Industries of
Australia from 1993 until 1996. Mr. Todhunter holds a Masters degree from
Cambridge University, England, and is a fellow at the Australian Institute of
Management.
Sunnyvale, California
Dated: April 28, 1997
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ATTACHMENT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AMERICAN PHOENIX GROUP, INC.
It is hereby certified that:
FIRST: The present name of the corporation (the "Corporation") is
American Phoenix Group, Inc.
SECOND: The Corporation wishes to change its name and to that end
amends Article 1 of the Certificate of Incorporation of the Corporation is
hereby amended to read as follows:
"The name of the Corporation is Tal Wireless Networks, Inc."
THIRD: The foregoing Amendment was duly adopted in accordance with the
provisions of Sections 242 and 228 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, American Phoenix Group, Inc. has caused this
Certificate of Amendment to be signed by its President and Chief Executive
Officer, under penalty of perjury, this ___ day of ____________, 1997.
___________________________________
Authorized Officer
