SCHEDULE 14C INFORMATION
(Rule 14c-101)
INFORMATION STATEMENT PURSUANT TO SECTION 14C
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Information Statement [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Information Statement RULE 14A-6 (E) (2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
FONECASH, INC.
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) 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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[ ] 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, of the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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Notes:
FONECASH, INC
90 PARK AVENUE
SUITE 1700
NEW YORK, NEW YORK 10016
INFORMATION STATEMENT
SHAREHOLDER MAJORITY ACTION IN LIEU OF AN ANNUAL MEETING
AS OF MAY 30, 2002
NOTICE IS HEREBY GIVEN TO ALL SHAREHOLDERS THAT A MAJORITY ACTION OF
SHAREHOLDERS IN LIEU OF AN ANNUAL MEETING (THE "ACTION") OF FONECASH, INC., A
DELAWARE CORPORATION, (THE "COMPANY") WILL BE TAKEN June 29, 2002
(1) To elect five Directors of the Company for the coming year;
(2) To ratify, adopt and approve a restatement and amendment to the Company's
Certificate of Incorporation.
Only shareholders of record at the close of business on May 30, 2002 are
entitled to receipt of this Information Statement.
By Order of the Board of Directors
/s/Judy S. Park
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Judy S. Park
Corporate Secretary
FONECASH, INC.
90 PARK AVENUE
SUITE 1700
NEW YORK, NEW YORK 10016
INFORMATION STATEMENT
This information statement is being mailed to the stockholders on or
about June 7, 2002 to all stockholders of record on May 30, 2002, in connection
with the adoption by the majority stockholders of the Company (the"Majority
Stockholders") of a resolution electing the board of directors of the Company.
All necessary corporate approvals in connection with the election of the board
of directors referred to herein have been obtained, and this Information
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Statement is furnished solely for the purpose of informing stockholders, in the
manner required under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), of the election before it takes effect.
The total number of shares of the Common Stock issued and outstanding on May 30,
2002 was 45,553,056.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
PROPOSAL NO. 1 - ELECTION OF DIRECTOR
The Company's Majority Stockholders have approved the election of the
following individuals to serve as the Company's board of directors, each for a
term of one year commencing 20 days from the date this notice is first given or
until his successor has been duly elected and qualified.
Biographical Information of Directors Elected
Daniel E. Charboneau, age 70, CEO/President/Chairman of the Board. Mr.
Charboneau is an experienced management executive with over twenty years of
accomplishments in the area of marketing, sales, organizational development,
manufacturing and profit-center responsibilities. He has worked with several
multi-national companies, including Bechtel International where he was
Organization Development Consultant from 1974 to 1980, and with 3M in Asia from
1980 to 1984. From 1984 to 1987, Mr. Charboneau operated as a consultant to U.S.
and European businesses who were interested in investment in Asia. In 1987, in a
joint venture with A&H, a jewelry maker in Rhode Island, Mr. Charboneau
established a manufacturing plant in Taiwan whose products were exported
worldwide. In addition to his duties on the Board of Directors, Mr. Charboneau
directs the development of technologies, products, and markets and manages
business relations with Asian suppliers.
John Jiann-Shong Wu, age 49, Director/Co-founder. Born in China, Dr. Wu became
an American citizen in 1978 and lives with his family in San Jose, California
when he is not in Taiwan. Educated in Taiwan, Dr. Wu received His Master Degree
in Computer Science from Florida Institute of Technology and his doctorate in
Electrical Engineering from Leland Stanford Junior University. From 1975 to 1982
he was a Researcher with Taiwan National Science, and from 1982 to 1988 a Senior
Engineer and Project Manager with General Electric Company in Singapore. From
1989 to 1990, he was a Project Manager with Digital Equipment Corporation and
from 1990 to 1991 he was Senior Consulting Engineer with Hewlett Packard. Dr. Wu
has designed many products, both hardware and software, and founded his R&D
facility to promote better design of electrical and telephonic products. From
1991 to 1996, Dr. Wu was co-founder and Vice President of V-Star Electronics,
then, from 1997 until present, Dr. Wu started his own advanced laboratory,
Advance Data Information and became a cofounder in FoneCash.
Daniel S. Macdonald ,age, 66, Director. Mr. MacDonald has 22 years of experience
in the mutual fund industry and is a Certified Financial Planner and holds
licenses in real estate, insurance and securities. He has resided in Japan for
from 1962 to 1972 as International Liaison for the Japanese Chamber of Commerce;
he speaks Japanese fluently. From 1972 to 1986, he serves in various capacities
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with Oppenheimer Management Corporation, first in San Francisco as Regional
Sales Manager and ending in New York as Senior Vice President and National Sales
Manager. In 1989, Mr. MacDonald started MDIC, Inc. in Bronxville, New York, and
for the last 11 years until present, remains as owner and manager of this
financial service corporation specializing in mutual funds.
Michael Wong, age 36, was appointed Director and Chief Financial Officer was
born in Malaysia and grew up in Singapore. Mr. Wong is a financial management
professional who received his higher education in Great Britain and received his
BS in Accounting and Finance in 1991. Upon returning to Singapore, he joined
Price Waterhouse as a tax accountant. Four years later, he joined American
International Group, assisting in the business and product development division.
Subsequently, he had the opportunity to venture into the China market where he
was involved in business development and infrastructure work. In 1999, he was
involved in corporate restructuring for a chemical company in China and
gradually became interested in the environmental and telecommunication sectors.
David Cheung, age 35, was appointed Director and Vice President of Corporate
Marketing. After finishing his higher education in Great Britain and receiving
his MBA in Finance from Lancaster International Business School of Lancaster
University, he joined a subsidiary of Costain Construction as a member of its
business development team, specializing in the hospitality sector. After
returning to Hong Kong, he was involved in several major infra structuring
projects, such as hotels, power plants, roads and bridges, as well as heading up
a consultancy team for re-marketing of a French clothing manufacturer in China.
Mr. Cheung joined the Emperor Group in 1998 to lead and implement the strategic
business management turn-around of the Group's hotel and newspaper divisions.
Once back in China, he became a consultant to companies in the fine chemical
processing sector, as well as the Internet and telecommunication sectors.
Meetings of the Board of Directors and its Committees
In the last fiscal year the Board of Directors held 4 regularly scheduled
meetings and 2 special meetings. All other actions by the Board of Directors
were taken by consent pursuant to the Company's By-laws.
The Company has no compensation committee or audit committee of the Board
of Directors. All functions which would otherwise be performed by a compensation
or audit committee, including administration of the Company's stock plans,
review the Company's compensation policies for executive officers and key
employees, the engagement of independent auditors and review of the scope and
results of the Company's audits and the professional services furnished by the
independent auditors to the Company.
Directors who are not officers or related to officers receive no
compensation to attend the meetings.
SECTION 16(a) REPORTING
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
ten percent of a registered class of the Company's Common Stock, to file with
the Securities and Exchange Commission initial reports of
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ownership and reports of changes in ownership of the Common Stock of the
Company. Officers, directors and greater than ten-percent stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company, during the fiscal year ended
December, 2001, the following persons failed to timely file their initial
reports on Form 3: All such reports on Forms 4 and 5 were subsequently filed.
HOLDINGS OF MANAGEMENT AND OF HOLDERS
OF 5% OR MORE OF THE COMPANY'S SECURITIES
The following table sets forth certain information regarding the ownership
of the Company's common stock as of January 16, 2002 by (i) each director and
nominee for director; (ii) each of the executive officers named in the Summary
Compensation Table employed by the Company in that capacity on January 16, 2002;
(iii) all executive officers and directors of the Company as a group; and (iv)
all those known by the Company to be beneficial owners of more than five percent
of any class of the Company's voting securities.
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Amount and Nature of
Beneficial Ownership Percent of Common Stock
Name Address of Beneficial Owner as of May 30, 2002 Outstanding
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Daniel E. Charboneau 215 Central Park Ave. 7,111,387 16.0%
Hartsdale, NY 10530
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John Jiann-Shong Wu 21 Street, 6 Fl, No.211 Chung-Cheng 4,400,000 10.0
4 Road
Kaoshiung, Taiwan
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All Directors and Officers as 11,511,387 26.0%
a Group
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PROPOSAL NO. 2 -AMENDMENT TO THE ARTICLES OF INCORPORATION
On June 1, 2002 the Company's Board of Directors adopted resolutions
proposing, and as of June 1, 2002 the holders of a majority of the outstanding
shares of Common Stock approved an amendment to the Company's Certificate of
Incorporation amending and restating the Certificate of Incorporation to allow
the issuance of different series of preferred and common stock. Holders of
shares of the Company's Common Stock do not and will not have preemptive rights
pursuant to the Company's Certificate of Incorporation. The amendment is
intended to provide sufficient shares of Common Stock and Preferred stock to be
issued for future financing at different prices with differing privileges and
rights. The amendment will not result in an increase in the Company's Delaware
Franchise Tax. The amendment will become effective when the Certificate of
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Amendment, a copy of which is attached hereto as Exhibit A, will be filed with
the Secretary of State of the State of Delaware.
The Company is presently authorized to issue 500,000,000 shares of Common
Stock, of which, as of May 30, 2002, 45,553,056 shares were outstanding. The
Company also holds 500 shares as treasury stock.
Additional authorized shares may be issued on such terms and at such times
as the Board of Directors may determine without further action by the
shareholders, unless otherwise required by the applicable laws or regulations.
Except in certain cases such as a stock dividend or stock split, the issuance of
additional shares will have the effect of diluting the voting power of existing
shareholders and therefore may have an anti-takeover effect.
FINANCIAL AND OTHER INFORMATION
Federal securities law requires us to file information with the Securities
and Exchange Commission (SEC) concerning our business and operations.
Accordingly, we file annual, quarterly and special reports, information
statements and other information with the SEC. SEC rules and regulations permit
us to incorporate by reference the information the Company files with the SEC.
This means that we can disclose important information to you referring you to
other information the Company filed with the SEC.
The following documents previously filed by the Company (File No.
000-30536) with the Securities and Exchange Commission pursuant to the Exchange
Act are incorporated herein by references and are available to the public on the
SEC's web site at http://www.sec.gov
(a) We have included a copy of our Form 10-KSB for the fiscal
year ended December 31, 2001 with this Information Statement to all shareholders
of record as of May 30, 2002, the record date for our 2002 Annual Meeting of
Shareholders.
(b) All other reports filed by the Company pursuant to Section
13(a) of the Exchange Act since January 2001, consisting of the Company's
Quarterly reports on Form 10-QSB for the fiscal quarters ended March 31, 2001,
June 30, 2001 and September 30, 2001 among other reports and information
statements incorporated herein by reference.
OTHER BUSINESS
As of the date of this Information Statement, the Board of Directors of the
Company knows of no other business which will be presented for consideration of
the stockholders of the Company who intend to submit written consents to the
Secretary of the Company on the Effective Date.
Shareholders Proposal for the next Annual Meeting
Proposals of security holders intended to be presented at the 2003 annual
Meeting must be received by the Company for inclusion in the Company's Proxy
Statement and form of proxy relating to the meeting as soon as possible, but no
later than December 31, 2002.
By Order of the Board of Directors
/s/Judy S. Park
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Judy S. Park
Corporate Secretary
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Appendix A
AMENDMENT TO ARTICLES OF INCORPORATION
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
FONECASH, INC.
FoneCash, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), hereby certifies as follows:
FIRST: The name of the Corporation is FoneCash, Inc. The original
Certificate of Incorporation of the Corporation was filed with the Secretary of
the State of the State of Delaware on August 7, 1997.
SECOND: Pursuant to Sections 228, 242 and 242 and 245 of the General
Corporation Law of the State of Delaware, this Amended and Restated Certificate
of Incorporation restates and integrates and further amends the provisions of
the Certificate of Incorporation of the Corporation.
THIRD: The text of the original Certificate of Incorporation and any
amendment and restatement thereto is hereby amended and restated to read in its
entirety as follows:
ARTICLE I
The name of this corporation is FoneCash, Inc. (the "Corporation").
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ARTICLE II
The address of the Corporation's registered office in the State of Delaware is
1220 N. Market Street, Suite 606, Wilmington, Delaware 19801, County of New
Castle. The name of its registered agent at such address is American
Incorporators Ltd.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE IV
(A) Classes of Stock. The Corporation is authorized to issue two classes of
stock to be designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares which the Corporation is authorized to issue is Five
Hundred Ten Million (510,000,000) shares, each with a par value of $0.0001 per
share. Five Hundred Million (500,000,000) shares shall be Common Stock and Ten
Million (10,000,000) shares shall be Preferred Stock.
(B) The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors is hereby authorized, within the limitations and
restrictions stated in this Certificate of Incorporation, to determine or alter
the rights, preferences, privileges and restrictions granted to or imposed upon
any wholly unissued series of Preferred Stock and the number of shares
constituting any such series and the designation thereof, or any of them; and to
increase or decrease the number of shares of any series subsequent to the
issuance of shares of that series, but not below the number of shares of such
series then outstanding. In case the number of shares of any series shall be so
decreased, the shares constituting such decrease shall resume the status, which
they had prior to the adoption of the resolution originally fixing the number of
shares of such series.
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ARTICLE V
The number of directors of the Corporation shall be fixed from time to time by a
bylaw or amendment thereof duly adopted by the Board of Directors.
ARTICLE VI
In the election of directors, each holder of shares of any class or series of
capital stock of the Corporation shall be entitled to one vote for each share
held. No stockholder will be permitted to cumulate votes at any election of
directors.
ARTICLE VII
No action shall be taken by the stockholders of the Corporation other than at an
annual or special meeting of the stockholders, upon due notice and in accordance
with the provisions of the Corporation's Bylaws.
ARTICLE VIII
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
ARTICLE IX
The Board of Directors of the Corporation is expressly authorized to make, alter
or repeal the Bylaws of the Corporation.
ARTICLE X
Meetings of stockholders may be held within or without the State of Delaware, as
the Bylaws may provide. The books of the Corporation may be kept (subject to any
provision contained in the statutes) outside the State of Delaware at such place
or places as may be designated from time to time by the Board of Directors or in
the Bylaws of the Corporation.
ARTICLE XI
(A) To the fullest extent permitted by the General Corporation Law of Delaware,
as the same may be amended from time to time, a director of the Corporation
shall not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. If the General
Corporation Law of Delaware is hereafter amended to authorize, with the approval
of a corporation's stockholders, further reductions in the liability of the
Corporation's directors for breach of fiduciary duty, then a director of the
Corporation shall not be liable for any such breach to the fullest extent
permitted by the General Corporation Law of Delaware, as so amended.
(B) Any repeal or modification of the foregoing provisions of this Article XI
shall not adversely affect any right or protection of a director of the
Corporation with respect to any acts or omissions of such director occurring
prior to such repeal or modification.
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ARTICLE XII
(A) To the fullest extent permitted by applicable law, the Corporation is also
authorized to provide indemnification of (and advancement of expenses to) agents
(and any other persons to which Delaware law permits the Corporation to provide
indemnification) through bylaw provisions, agreements with such agents or other
persons, vote of stockholders or disinterested directors or otherwise, in excess
of the indemnification and advancement otherwise permitted by Section 145 of the
Delaware General Corporation Law, subject only to limits created by applicable
Delaware law (statutory or non-statutory), with respect to actions for breach of
duty to a corporation, its stockholders, and others.
(B) Any repeal or modification of any of the foregoing provisions of this
Article XII shall not adversely affect any right or protection of a director,
officer, agent or other person existing at the time of, or increase the
liability of any director of the Corporation with respect to any acts or
omissions of such director, officer or agent occurring prior to such repeal or
modification.
The foregoing Amended and Restated Certificate of Incorporation has been duly
adopted by this Corporation's Board of Directors and stockholders in accordance
with the applicable provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware.
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