INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
December 6, 2004
Accesstel, Inc. ("we" or the "Company") is sending this Information
Statement to you and each of the Company's other stockholders with respect to
the pending appointment of its new Board of Directors. The appointment of a new
board of directors is occurring pursuant to an Agreement (the "Agreement") dated
August 30, 2004, between the Company and Global Invest Holdings, Inc., a New
Jersey corporation ("Global Invest").
On October 13, 2004, the Company completed the acquisition of Global
Invest by issuing an aggregate of 25,000,000 shares of our common stock to the
six stockholders of Global Invest. Global Invest is a holding company with three
separate wholly-owned entities specializing in the manufacture and distribution
of textile products manufactured in Lebanon and distributed primarily in the
United States. Global Invest has two manufacturing facilities as well as a
separate sales and distribution office. The three wholly-owned entities are:
Asiatic Industries, LLC, which is responsible for sales, marketing and
distribution; Authentic Garment Industries, SAL, responsible for production of
textiles; and Textile Industries, SAL, also responsible for production of
textiles. Global Invest has over 1500 employees and emphasizes a humanitarian
approach to textile production.
This information is provided for information purposes only. We are not
soliciting proxies in connection with the items described herein. You are urged
to read this Information Statement carefully. You are not, however, required to
take any action.
The information contained in this Information Statement concerning the
designee for the Company's Board of Directors has been furnished to the Company
by such designee, and the Company assumes no responsibility for the accuracy,
completeness or fairness of any of that information.
At the close of business on November 30, 2004, there were 30,791,740
shares of the Company's Common Stock issued and outstanding. The Company's
Common Stock is the only class of its securities outstanding having the right to
vote for the election of directors of the Company. Each share of Common Stock
entitles its record holder to one vote.
This Information Statement is being sent on or about December 6, 2004.
BOARD DESIGNEE
The person listed below in this Information Statement (the "Board Designee") is
to be elected to the Board of Directors effective December 16, 2004:
NAME AND ADDRESS OF BOARD DESIGNEE AGE OCCUPATION
Ralph Sayad 42 Chief Executive Officer
of Global Invest
Holdings, Inc.
On November 29, 2004, Kevin Marion, the sole director and Chief
Executive Officer of the Company, resigned as Chief Executive Officer, and
appointed Ralph Sayad as the Chief Executive Officer, Louis Sayad as the
President and Karim Sayad as the Secretary of the Company. In addition, Mr.
Marion appointed Ralph Sayad as a director of the Company effective December 16,
2004, at which time Mr. Marion will resign as a director. See "DIRECTORS AND
EXECUTIVE OFFICERS" below.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As used in this section, the term beneficial ownership with respect to
a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, as consisting of sole or shared voting power (including the power to
vote or direct the vote) and/or sole or shared investment power (including the
power to dispose of or direct the disposition of) with respect to the security
through any contract, arrangement, understanding, relationship or otherwise,
subject to community property laws where applicable.
As of November 30, 2004, the Company had a total of 30,791,740 shares
of common stock issued and outstanding, which is the only issued and outstanding
voting equity security of the Company. The information set forth below reflects
the 10,000-for-1 reverse stock split effective August 11, 2004, and the
subsequent 100-for-1 stock dividend.
The following table sets forth, as of November 30, 2004: (a) the names
and addresses of each beneficial owner of more than five percent (5%) of the
Company's common stock known to the Company, the number of shares of common
stock beneficially owned by each such person, and the percent of the Company's
common stock so owned; and (b) the names and addresses of each director and
executive officer, the number of shares of common stock beneficially owned, and
the percentage of the Company's common stock so owned, by each such person, and
by all directors and executive officers of the Company as a group. Each person
has sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.
Percent of
Name and Address Amount and Nature of Shares of Common
of Beneficial Owner Beneficial Ownership Stock Outstanding
------------------- ------------------------- -----------------
Kevin Marion - - %
2904 E. Shady Lane
Highland Ranch, CO 80126
Ralph Sayad 7,250,000 23.5%
35 Stalter Drive
Wayne, NJ 07470
Louis Sayad 4,500,000 14.6%
35 Stalter Drive
Wayne, NJ 07470
Karim Sayad 4,250,000 13.8%
9 Greenbriar Road
Little Falls, NJ 07424
All Officers and 16,000,000 51.9%
Directors as a group
---------------------------
Changes in Control:
The August 30, 2004 Agreement, described above, resulted in a change in
control of the Company.
LEGAL PROCEEDINGS
As of the date of this statement, there is no material proceeding to which any
director, officer, affiliate, or shareholder of the Company is a party adverse
to the Company.
DIRECTORS AND EXECUTIVE OFFICERS
Existing Directors and Officers.
The following table and text set forth the names and ages of all
directors and executive officers of the Company as of November 30, 2004. The
Board of Directors is comprised of only one class. All of the directors will
serve until the next annual meeting of stockholders and until their successors
are elected and qualified, or until their earlier death, retirement, resignation
or removal. Officers are elected at the Annual Meeting of the Board of
Directors, which immediately follows the Annual Meeting of Stockholders. There
are no family relationships among directors and executive officers. Also
provided herein is a brief description of the business experience of each
director and executive officer during the past five years and an indication of
directorships held by each director in other companies subject to the reporting
requirements under the Federal securities laws.
Name Age Positions Date Appointed
---- --- --------- --------------
Kevin Marion 33 Director April 9, 2004
Ralph Sayad 42 Chief Executive Officer November 29, 2004
Louis Sayad 40 President November 29, 2004
Karim Sayad 46 Secretary November 29, 2004
David C. Merrell, the Company's President, Chief Financial Officer,
Secretary and director since April 24, 2003, resigned as officer and director of
the Company effective December 12, 2003.
Randall Middleton, the Company's President and director since December
12, 2003, and Thomas Rowan, the Company's Secretary, Treasurer and director
since December 12, 2003, both resigned as officers and directors of the Company
effective April 9, 2004.
Biographies of Directors and Executive Officers:
Ralph Sayad, 42, received a Bachelor of Science degree in marketing in
1984, and a Masters of Business Administration degree in finance in 1986, from
New York University. He was one of the founders of Asiatic Industries in 1996,
and has acted as Chief Executive Officer of Global Invest since its founding. He
has been responsible for setting up and managing the textile production
operations in Lebanon, and has overall responsibility for the operations of
Global Invest's subsidiaries in Lebanon. Prior to his involvement with Global
Invest, Mr. Sayad was a consultant on strategic business matters for about 20
companies and a financial controller for a leading company in Lebanon in the
medical, pharmaceutical, dental and chemical fields.
Louis Sayad, 40, received a Bachelor of Science degree in biology in
1986, and a Master of Science degree in molecular biology/biotechnology, in 1990
from William Paterson State University, Wayne, New Jersey. He joined with Ralph
Sayad in the formation of Global Invest in 1996, importing hosiery products from
Lebanon and distributing the products in the United States. At Global Invest,
Louis Sayad has been primarily involved in marketing its textile products in the
United States. From August, 1988 to January, 1996, Mr. Sayad operated Asiatic
Hosiery Company, the predecessor to the Asiatic Industries subsidiary of Global
Invest, which sold textile products primarily from domestic manufacturers and
suppliers to small retail businesses and wholesalers. Currently, Mr. Sayad is
President of Global Invest and Chief Operating Officer of Asiatic Industries,
managing the marketing, purchasing, sales, and distribution of products for
Asiatic Industries.
Karim Sayad, 46, received a Bachelor of Science degree in Physiotherapy
from Brooklyn College, New York, in 1980. He has been employed by the Company's
Asiatic Industries subsidiary as its Marketing Sales Manager since 1996. At
Asiatic Industries, Mr. Sayad is responsible for developing the strategic
marketing plan, for product development and oversight of implementation, and for
a leadership program to enhance motivation and efficiency within the sales
force.
Kevin Marion received his Bachelor of Science in Forensic Psychology
from the John Jay College of Criminal Justice. He served one year as a New York
City police officer and four and one-half years with the New York State Police
where he achieved the rank of sergeant. In 1995 he left the Fraternal Order of
Police to become Vice President and Operations Director of a national retail
business. He owned and operated four franchises of this retailer personally.
Involvement in Certain Legal Proceedings.
Except as stated below, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person of
our Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
Compliance with Section 16(a) of the Securities Exchange Act of 1934, as
amended:
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 10% of a registered class of the Company's equity securities to file
various reports with the Securities and Exchange Commission concerning their
holdings of, and transactions in, securities of the Company. Copies of these
filings must be furnished to the Company.
The Company believes that all individual filing requirements applicable
to the Company's directors and executive officers were complied with under
Section 16(a) during the year ended December 31, 2003.
The Company's Board of Directors does not have any standing audit, nominating,
or compensation committees.