INFORMATION STATEMENT OF
EUROTRONICS HOLDINGS INCORPORATED
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
I. NOTICE OF ACTIONS TAKEN BY WRITTEN CONSENT OF SHAREHOLDERS
This Information Statement is being furnished on behalf of the board of
directors of Eurotronics Holdings Incorporated, a Utah corporation (the
"Company"), with principal offices at 268 West 400 South, Suite 300, Salt Lake
City, Utah 84101. The Company's telephone number is 801-575-8073. This
Information Statement is being provided to inform all non-consenting
shareholders of the corporate actions that were approved by the holders of a
majority of the Company's capital stock.
On July 30, 1996, holders of 2,996,824, or 67%, of the Company's
4,420,336 then-outstanding shares of common stock, par value $0.0001 ("Common
Stock"), gave written consent to several corporate actions. Pursuant to
ss.16-10a-704 of the Utah Revised Business Corporation Act, this written consent
was obtained in lieu of a shareholders meeting. The actions taken by means of
the written consent consisted of the following:
(a) The shareholders approved the July 16, 1996 Agreement for the Exchange
of Stock entered by and among the Company and InterConnect West, Inc.,
a Utah corporation ("InterConnect"), and the shareholders of
InterConnect whereby the Company will acquire InterConnect as a
wholly-owned subsidiary in exchange for the Company's issuance of
194,936,834 shares of its Common Stock and other consideration. These
shares shall be issued prior to the reverse stock split which was also
approved by the shareholders.
(b) The shareholders authorized the Company to amend its Articles of
Incorporation by changing the Company's name to "Access Market Square,
Inc."
(c) The shareholders approved a 1-for-10 reverse stock split of the
Company's issued and outstanding Common Stock. This reverse stock
split will reduce the number of issued and outstanding shares to
one-tenth the number before the split, but the number of authorized
shares of Common Stock will remain unchanged.
(d) The shareholders approved, adopted and ratified the appointment of
Mark Tolman, Michael Brodsky and Pat Gallegos as members of the
Company's board of directors.
For more information on each of the actions approved by the shareholders, see
"Actions Taken Pursuant to the Written Consent" below.
These actions were approved by holders of a majority of the Company's
Common Stock outstanding on July 30, 1996, and their written consent shall be
effective once proper notice of their occurrence has been delivered to all
nonconsenting shareholders. The Company is sending this Information Statement to
all shareholders of record as of August 16, 1996 and we will begin mailing these
materials on August 19, 1996. The effective date for these corporate actions
will be September 9, 1996. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
II. ACTIONS TAKEN PURSUANT TO THE WRITTEN CONSENT
A. Approval of Acquisition of InterConnect West
On July 16, 1996, the Company signed an Agreement of Exchange of Stock
(the "Agreement") with InterConnect and InterConnect's sole shareholder, Mark
Tolman. Pursuant to the Agreement, the Company will acquire 100% of
InterConnect's outstanding capital stock, making InterConnect its wholly-owned
subsidiary. The acquisition was structured as a tax-free exchange of stock under
the Internal Revenue Code of 1986, as amended.
InterConnect is the developer of Access Market Square, one of the
Internet's oldest and longest running virtual malls. A virtual mall is a series
linked pages on the World Wide Web through which businesses can advertise their
products and services. The individual pages of advertisements, known as stores,
are connected by a centralized Internet address. With more than 100 stores and
60,000 visitors daily, Access Market Square is a very commonly visited mall on
the Internet. Its home page and classified ad areas have thousands of
advertisements and are visited thousands of times each day. InterConnect's
principal offices are located at 1095 East 2100 South, Salt Lake City, Utah
84106. InterConnect's telephone number is 801-487-0888.
Terms of the Agreement with InterConnect
In exchange for the acquisition of InterConnect, the Company agreed to
issue shares of Common Stock to James Tilton, Canton Financial Services
Corporation, a Nevada corporation ("CFSC"), and Mark Tolman. Mr. Tilton, the
Company's former president and director, will receive a quantity of Common Stock
equaling 10% of the issued and outstanding Common Stock on the date the
Agreement was signed. Based on the 4,420,336 shares of Common Stock outstanding
on July 16, 1996, Mr. Tilton will receive 442,034 shares of Common Stock. The
shares to be issued to Mr. Tilton under the Agreement are consideration for
services rendered by Mr. Tilton in the negotiation of the Agreement. They are
restricted pursuant to Rule 144 promulgated pursuant to the Securities Act of
1933 ("Rule 144").
CFSC, who has served as a financial consultant to the Company since
April 1995, will be issued shares of Common Stock as a finder's fee for
introducing the Company to InterConnect and for financial services CFSC has
rendered and will continue to render to the Company in connection with the
Agreement. CFSC will receive a quantity of shares equaling 7.5% of the total
outstanding Common Stock after the Agreement is effective, which will equal
19,449,480 shares of Common Stock. All such shares will be issued pursuant to
Rule 144. According to the Agreement, CFSC shall also receive a future payment
of $100,000 payable at the Company's option in either cash or Common Stock
registered pursuant to Form S-8 under the Securities Act of 1933.
Finally, the Company will issue to Mark Tolman a quantity of shares
equaling 90% of its total issued and outstanding Common Stock after the
Agreement is effective. Mr. Tolman, the sole shareholder of InterConnect, shall
receive these shares as consideration for his transfer of 100% of InterConnect's
capital stock. Tolman will receive 175,045,320 shares of Common Stock. These
shall also be restricted pursuant to Rule 144.
On July 16, 1996, the day the Company signed the Agreement, it also
released a public announcement of the Agreement's consummation and its key
terms. The high and low sale price of the Company's Common Stock on the day
preceding this announcement, as quoted on the Over-the-Counter Bulletin Board
under the symbol "EUHI," were $0.63 and $0.13 respectively.
There are 4,420,336 shares of Common Stock currently issued and
outstanding. The Company will issue an additional aggregate amount of
194,936,834 shares under the Agreement with InterConnect. Thus, the ownership
interest of the Company's current shareholders will be reduced to 2.5% as a
result of this acquisition.
On July 30, 1996, a majority of the Company's shareholders consented
to, approved and ratified the Agreement with InterConnect and Mr. Tolman
pursuant to a written consent signed in lieu of a shareholders meeting. Of the
4,420,336 shares issued and outstanding on that date, shareholders owning
2,996,824 shares, or 67% of the outstanding Common Stock, voted to approve this
acquisition. This acquisition will be effective September 9, 1996.
Management's Discussion of InterConnect's Operations
As of the fiscal quarter ended June 30, 1996 and based on unaudited
financial statements, InterConnect had $127,158 in total assets. Of this total,
$39,218 represents capitalized computer equipment used by InterConnect in the
operation of its Internet mall. InterConnect has current liabilities of $30,784,
and long-term liabilities of $30,000. InterConnect reported a net income of
$6,724 on its unaudited income statement for the fiscal year ended December 31,
1995. InterConnect does not own any real property or improvements to real
property. It currently leases office space in Salt Lake City, Utah for $974 per
month.
InterConnect markets Access Market Square to a clientele based
primarily in the Salt Lake City area. However, InterConnect's management is
planning to begin a marketing campaign designed increase the scope of its
operations, and thereby increase net sales and revenue. InterConnect's
management intends to increase the exposure of Access Market Square in large
metropolitan areas. If management's plan is successfully implemented,
InterConnect will advertise through newspaper, radio and CD Rom promotion. The
main emphasis of InterConnect's advertising will be on the level of service and
support work that InterConnect provides to its clients.
The Company will lend InterConnect the cash needed to implement this
marketing campaign. The Company plans to generate this money through one or more
public or private offerings of its Common Stock, and the success of
InterConnect's marketing efforts will be contingent on the success of these
public offerings. Pursuant to the July 16 Agreement, the Company has retained
CFSC to assist the Company in raising capital through such offerings.
InterConnect believes that its current facilities and equipment are
sufficient to support its operations, even if the scope of its operations is
increased by a successful marketing campaign. Therefore, InterConnect does not
anticipate any material capital expenditures in the foreseeable future. There
are no other trends, events or uncertainties, of which either the InterConnect
or the Company is aware, which will likely have a material effect on
InterConnect's liquidity or revenues.
B. Approval of Amendment to Company's Articles of Incorporation Effecting Name
Change
The Company was originally incorporated on July 7, 1982 as Hamilton
Exploration Co., Inc. to engage in the investigation, acquisition, exploration,
development and mining of mineral properties. These activities were pursued by
the Company until December 1989 at which time the Company ceased all active
operations. From December 1989 to December 1995 the Company did not engage in
operations of any type. In December 1995, the Company entered an Agreement and
Plan of Exchange (the "Exchange Agreement") with Eurotronics International
Incorporated, a Nevada corporation ("EII"). Pursuant to the Exchange Agreement,
the Company acquired EII as a wholly-owned subsidiary. Through EII, the Company
was to design computer software systems in Belgium. Pursuant to this
acquisition, the Company assumed its current name, Eurotronics Holdings
Incorporated.
On May 8, 1996, the Company, EII and the shareholders of EII executed a
Rescission of Agreement and Release of All Claims (the "Rescission Agreement").
The Rescission Agreement was made effective as of December 20, 1996, thereby
unwinding the acquisition of EII from the beginning. Under the Rescission
Agreement, the Company returned all shares of stock in EII that it had acquired
from EII's shareholders. The shareholders of EII returned all shares of the
Company's Common Stock that they had acquired pursuant to the Exchange
Agreement. Both the Company and EII also mutually agreed to release the other
from any and all claims they may have against the other stemming from the
Exchange Agreement. The decision to rescind the Exchange Agreement was reached
because EII had not been able to obtain audited financial statements as required
by the Exchange Agreement and neither the Company nor EII had the financial
resources to continue to wait for these documents.
From May 8, 1996 to July 17, 1996, the Company resumed its status as a
public shell corporation available for merger, acquisition or takeover. As
discussed in the paragraphs above, the Company acquired all shares of
InterConnect West, Inc. pursuant to a July 17, 1996 Agreement. InterConnect
operates an Internet mall known as Access Market Square. Through its new
subsidiary InterConnect, the Company will focus its operations on
Internet-related marketing services. The Company's board of directors
recommended that the Company change its name from Eurotronics Holdings
Incorporated to Access Market Square, Inc. to reflect its entry into market for
Internet-related business services and to reflect its ownership of an
already-existing Internet mall. The change will also allow the Company to
capitalize on the name recognition associated with this virtual mall.
On July 30, 1996, a majority of the Company's shareholders consented to
an amendment to the Company's Articles of Incorporation changing the Company's
name to Access Market Square, Inc. Of the 4,420,336 shares issued and
outstanding on that date, shareholders owning 2,996,824 shares, or 67% of the
outstanding Common Stock, voted to approve this name change. This name change
will be effective September 9, 1996.
C. Approval of 1-for-10 Reverse Stock Split
By unanimous resolution effective July 30, the Company's board of
directors recommended that the Company effect a 1-for-10 reverse stock split of
the Company's issued and outstanding Common Stock. On the same day, 2,996,824 of
the 4,420,336 shares of issued and outstanding Common Stock voted to approve the
reverse stock split. The reverse split will be effective on September 9, 1996.
No tax consequences shall result from the reverse split.
The reverse split will decrease the number of issued and outstanding
shares of Common Stock to ten percent (10%) of its level prior to the reverse
split. For every 10 shares of Common Stock now owned, the Company's shareholders
shall receive one share of post-reverse Common Stock. All fractional shares that
result from the reverse split shall be rounded up to one whole share. The number
of shares which the Company is authorized to issue (200,000,000) shall not
change as a result of the reverse split. Therefore, the number of shares of
Common Stock that remain authorized but unissued after the reverse split shall
increase to 180,064,283 from the 642,830 shares that will be authorized but
unissued prior to the reverse split.
The restricted shares that are to be issued to James Tilton, Canton
Financial Services Corporation and Mark Tolman under the InterConnect West
Agreement shall be issued prior to the reverse stock split. Accordingly, the
shares that each is entitled to receive shall be reduced to 10% of the figures
which appear in Subsection A above.
The board of directors recommended the reverse stock split because they
believed that the number of issued and outstanding shares of Common Stock was
disproportionately large compared to the Company's revenue, net income and net
worth. Moreover, after the InterConnect acquisition becomes effective, nearly
all of the authorized shares of Common Stock will be issued and outstanding. As
approved by the shareholders, the reverse stock split will increase the
authorized number of shares of Common Stock which the Company has available to
issue. The reverse split will allow the Company to issue Common Stock to make
further acquisitions or to expand operations. Such future issuances of stock
would further dilute the ownership interest of the Company's current
shareholders.
D. Shareholder Ratification of Officers and Directors
The Company underwent a change of control as a result of the July 16,
1996 Agreement signed by the Company, InterConnect, and Mark Tolman. On July 17,
1996, the Company's board of directors appointed Mark Tolman as a director of
the Company, Pat Gallegos as the Company's vice president and director, and
Michael Brodsky as the Company's secretary-treasurer and director. James Tilton,
who was the Company's only officer and director prior to these appointments,
then resigned from his positions as president and director. Mr. Tilton resigned
for personal reasons without any disagreements with the Company or its
management. Upon the resignation of Mr. Tilton, the remaining directors
appointed Mark Tolman as the Company's president. The appointment of Mr. Tolman
was based on his familiarity with InterConnect's operation and the controlling
interest in the Company he will receive when the agreement with InterConnect
becomes effective.
On July 30, 1996, a majority of the Company's shareholders ratified the
appointments of Mark Tolman, Pat Gallegos and Michael Brodsky to their
respective positions as officers and directors. Of the 4,420,336 shares issued
and outstanding on that date, shareholders owning 2,996,824 shares, or 67% of
the outstanding Common Stock, voted to ratify these appointments. These
appointments are already effective and shall continue until the next annual
meeting of shareholders or until the resignation or proper removal of these
individuals as officers and directors of the Company.
III. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS
Name Age Position(s) and Office(s)
Mark Tolman 44 President and Director
Pat Gallegos 50 Vice President and Director
Michael Brodsky 49 Secretary-Treasurer and Director
Mark Tolman was appointed as the Company's president and director on July
17, 1996. Mr. Tolman founded InterConnect in early 1994, and currently serves as
its president, chief executive officer and chairman of the board. Prior to his
affiliation with InterConnect, Mr. Tolman was the director of management
information systems for Evans and Sutherland Computer Corporation. Mr. Tolman
spent 14 years with Evans and Sutherland.
Pat Gallegos was appointed as the Company's vice president and director
on July 17, 1996. In addition to his affiliation with the Company, Mr. Gallegos
works as the director of human resources for Evans and Sutherland Computer
Corporation. Mr. Gallegos has served in this latter capacity for approximately
20 years.
Michael Brodsky was appointed as the Company's secretary-treasurer and
director on July 17, 1996. From 1983 to 1994, Mr. Brodsky was a consultant for
Ryland Homes. In 1994, Mr. Brodsky founded the Hamlet Companies, a collection of
residential development firms that specialize in home building and environmental
planning. In addition to his capacity with the Company, Mr. Brodsky serves a
chief executive officer of the Hamlet Companies.
IV. COMPENSATION TABLE
No compensation has ever been awarded to, earned by, or paid to any
executive officer or director of the Company. Nor have any stock options or
stock appreciation rights ("SARs") regarding the Company's Common Stock have
ever been granted to or exercised by any employee of the Company. The
compensation below discloses the number and value of restricted shares of Common
Stock that will be issued to James Tilton and Canton Financial Services
Corporation as a result of services rendered and to be rendered under the
Agreement with InterConnect.
Number of Restricted Shares of
Name and Position Dollar Value Common Stock to be Issued
James Tilton, Former President and CEO 183,444* 442,034
* The dollar value appearing above were determined by taking the number of
restricted shares received by Mr. Tilton pursuant to the agreement and
multiplying them by the closing price of the Company's Common Stock on the date
of the Agreement. The closing price for the Company's Common Stock on July 16,
1996 was $0.415. There is, however, no market for restricted shares of the
Company's Common Stock and the numbers above do not therefore reflect the actual
value of the shares received by Mr. Tilton.
V. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the
ownership of the Company's Common Stock as of July 31, 1996. The table discloses
each entity known to the Company to be the beneficial owner of more than 5
percent of the Company's Common Stock. Currently, none of the Company's
executive officers and directors have any stock holdings in the Company.
However, as disclosed above, Mark Tolman will be issued 175,045,320 pre-reverse
shares of Common Stock (approximately 90% of the total shares issued and
outstanding) when the Agreement with InterConnect becomes effective on September
9, 1996. None of the other officers or directors will receive any Common Stock
as a result of the Agreement. Also, Canton Financial Services Corporation will
receive 19,449,480 shares of Common Stock (approximately 10% of the total shares
issued and outstanding) as a finder's fee, also to be issued on September 9,
1996.
Name and Address Amount and Nature of Percent
Title of Class of Beneficial Owner Beneficial Ownership of class
Common Stock A-Z Professional Consultants, Inc. 824,129 18.64%
($0.0001 par value) 268 West 400 South, Suite 300
Salt Lake City, UT 84101
Common Stock BRIA Communications Corporation 566,038 12.81%
($0.0001 par value) 268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Common Stock OMAP Holdings Incorporated 677,149 15.32%
($0.0001 par value) 82-66 Austin Street
Kew Gardens, NY 11415
Common Stock Tianrong Building Material 677,149 15.32%
($0.0001 par value) Holdings, Ltd.
82-66 Austin Street
Kew Gardens, NY 11415
Common Stock Ken W. Kurtz 232,359 5.71%*
($0.0001 par value) 1345 Park Street
Salt Lake City, UT 84111
Common Stock Park Street Investments, Inc. 90,459 2.0%
($0.0001 par value) 1345 Park Street
Salt Lake City, UT 84111
__________________________________
* Includes 90,459 shares owned by Park Street Investments, Inc. of which Mr.
Kurtz is the sole officer, director and shareholder.
VI. INCORPORATION BY REFERENCE
The following information concerning the Company is set forth in the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
1995:
(a) A description of the Company's business appearing as "Item 1" on
the Company's Form 10-KSB.
(b) A description of the Company's property appearing as "Item 2" on
the Company's Form 10-KSB.
(c) A itemization of all legal proceedings appearing as "Item 3" on
the Company's Form 10-KSB.
(d) A discussion of the results of operations by the Company's
management appearing as "Item 6" on the Company's Form 10-KSB.
(e) The Company's audited financial statements for the fiscal year
ended December 31, 1995 appearing as "Item 7" on the Company's Form
10-KSB.
The Company's Form 10-KSB for the fiscal year ended December 31, 1995 is
incorporated herein by this reference. The Company hereby undertakes to send to
any shareholder receiving this Information Statement, upon the written request
of such shareholder, a copy of the Form 10-KSB free of charge. Any shareholder
desiring a copy of this document should address his or her written request to
Phyllis Cummings at the Company's headquarters at 268 West 400 South, Suite 300,
Salt Lake City, Utah 84101.
By Order of the Board of Directors,
/s/ Mark A. Tolman
Mark A. Tolman, President