SCHEDULE 14C INFORMATION
(Rule 14c-101)
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant
|X| Filed by a party other than the Registrant
|_| Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
PRELUDE VENTURES, 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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction: (5) Total fee paid:
|_| 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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INFORMATION STATEMENT
TO STOCKHOLDERS
OF
PRELUDE VENTURES, INC.
1400 N. Gannon Drive, 2nd Floor
Hoffman Estates, IL 60194
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THIS INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY
THE BOARD OF DIRECTORS OF THE COMPANY.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
This Information Statement is furnished to holders of shares of common
stock, $.0001 par value (the "Common Stock"), of Prelude Ventures Inc. (the
"Company") to notify such stockholders that on or about November 19, 2003 the
Company received written consents in lieu of a meeting of stockholders from
holders of a majority of the shares of Common Stock representing in excess of 51
% of the total issued and outstanding shares of voting stock of the Company (the
"Majority Stockholders") approving the Certificate of Amendment to the
Certificate of Incorporation of the Company, pursuant to which the Company's
name will change to "American Capital Alliance, Inc." (the "Stockholder
Matter").
This Information Statement describing the approval of the Stockholder
Matter is first being mailed or furnished to the Company's stockholders on or
about February 12, 2004, and such matters shall not become effective until at
least 10 days thereafter. Expenses in connection with the distribution of this
Information Statement will be paid by the Company and are anticipated to be less
than $10,000.
The Board of Directors knows of no other matters other than those
described in this Information Statement which have been recently approved or
considered by the holders of a majority of the shares of the Company's voting
stock.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information including annual
and quarterly reports on Form 10-KSB and 10-QSB (the "1934 Act Filings") with
the Securities and Exchange Commission (the "Commission"). Reports and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained at the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon
written request addressed to the Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a web site on the Internet (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the Commission through the Electronic Data Gathering,
Analysis and Retrieval System ("EDGAR").
2
The following documents as filed with the Commission by the Company are
incorporated herein by reference: (1) Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2003 (2) Quarterly Report on Form 10-QSB for the
quarter ended June 30, 2003; (3) Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2003; (4) Annual Report on Form 10-KSB, as amended for the year
ended December 31, 2002; and (5) Form 8-K's dated April 15, 2003, August 13,
2003 and November 16, 2003.
OUTSTANDING VOTING SECURITIES
As of February 9, 2004 (the "Record Date"), out of the 100,000,000 shares
of Common Stock authorized there were 22,843,000 shares of Common Stock issued
and outstanding, and out of the 10,000,000 shares of preferred stock authorized
there were no shares of the preferred stock outstanding.
Only holders of record of the Common Stock at the close of business on the
Record Date were entitled to participate in the written consent of the Company's
stockholders. Each share of Common Stock was entitled to one (1) vote.
The Company's Board of Directors approved this action on November 18, 2003
and recommended that the Articles of Incorporation be amended in order to
effectuate the name change.
The proposed Amendment to the Articles of Incorporation to amend the name
of the Corporation to "American Capital Alliance, Inc." was filed with the
Nevada Secretary of State and was effective on November 19, 2003. If the
proposed Amendment were not adopted by written majority shareholder consent, it
would have been necessary for this action to be considered by the Company's
shareholders at a special shareholder's meeting convened for the specific
purpose of approving the Amendment.
The elimination of the need for a special meeting of the shareholders to
approve the Amendment is authorized by Section 78.320 of the Nevada Revised
Statutes, (the "Nevada Law"). This Section provides that the written consent of
the holders of outstanding shares of voting capital stock, having not less that
the minimum number of votes which would be necessary to authorize or take the
action at a meeting at which all shares entitled to vote on a matter were
present and voted, may be substituted for the special meeting. According to this
Section 78.390 of the Nevada Law, a majority of the outstanding shares of voting
capital stock entitled to vote on the matter is required in order to amend the
Company's Articles of Incorporation. In order to eliminate the costs and
management time involved in holding a special meeting and in order to effect the
Amendment as early as possible in order to accomplish the purposes of the
Company, the Board of Directors of the Company voted to utilize the written
consent of the majority shareholders of the Company.
3
The Board of Directors of the Company has determined that all Shareholders
MUST return their certificates to have them re-issued by the Transfer Agent.
Along with this Information Statement, the Transfer Agent will send a Letter of
Transmittal for each shareholder to return the shares with the previous name of
the Company in order to have new certificates issued.
PRINCIPAL STOCKHOLDERS
The following table sets forth information as of February 9, 2004, with respect
to the beneficial ownership of the 22,843,000 outstanding shares of the
Company's Common Stock by (i) each person known by the Company to beneficially
own five percent or more of the outstanding shares; (ii) the Company's officers
and directors; and (iii) the Company's officers and directors as a group. A
person is deemed to be a beneficial owner of any securities of which that person
has the right to acquire beneficial ownership within sixty (60) days.
Amount and
Nature of Percentage
Nature and Address Beneficial (%) of
of Beneficial Owner (1) Ownership (2) Class
------------------------- ------------- -----
Jesse Fuller (3) 3,375,000 14.2%
Lawrence J. Griffin (3) 1,125,000 4.7
Christopher A. Hanson (3) 0 *
Virginia Gefgert 1,350,000 5.6
Al Gudice (3) 1,125,000 4.7
Richard Stefiel (3) 400,000 *
Donald Mago (3) 1,125,000 4.7
Frank Mago (3) 1,125,000 4.7
Al Cilella (3) 375,000 *
New Century Capital 1,250,000 5.2
Consultants, Inc.
One Great Neck Road,
Great Neck, NY 10021
Directors and Officer 10,000,000 41.9%
as a Group (9 persons)
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* Indicates ownership is less than 5% of the issued and outstanding shares.
(1) Unless otherwise indicated, the address of each beneficial owner is c/o
Prelude Ventures, Inc., 1400 N. Gannon Drive, 2nd Floor, Hoffman Estates,
IL 60194.
(2) Beneficial ownership as reported in the table above has been determined in
accordance with Item 403 of Regulation S-K of the Securities Act of 1933
and Rule 13(d)-3 of the Securities Exchange Act, and based upon 28,718,302
shares of Common Stock outstanding.
(3) Officer and/or Director of the Company
4
DESCRIPTION OF THE STOCKHOLDER MATTER
Approval of the Certificate of Amendment to the Company's Certificate of
Incorporation and related actions.
The Board of Directors (the "Board") by unanimous written consent dated as
of November 18, 2003, and certain stockholders (the "Majority Stockholders")
owning a majority of issued and outstanding capital stock of the Company
entitled to vote, by written consent dated as of November 18, 2003, approved and
adopted resolutions to amend the Company's Certificate of Incorporation. The
Certificate of Amendment to the Company's Certificate of Incorporation, already
filed with the Secretary of State of the State of Nevada changed the Company's
name to "American Capital Alliance, Inc.", and will not be effective earlier
than 20 days after the mailing of this Information Statement. The Company
recently entered into the transaction recently disclosed in the 8-K filing of
November 16, 2003, to wit, the Stock Purchase Agreement with Alliance Petroleum
Products Company, and a Rider to Agreement and Plan of Merger, along with the
Agreement to purchase an option to purchase the assets and certain liabilities
of Tri-State Stores, Inc. ("Tri-State"), GMG Partners LLC, ("GMG") and SASCO
Springfield Auto Supply Company, ("SASCO") (Tri-State, GMG and SASCO are
collectively referred to herein as "Tri States Stores), and the Agreement with
the shareholders of Motor Parts Warehouse, Inc. ("MPW"), of St. Louis, Missouri,
for the option to purchase all of the outstanding shares of MPW (collectively,
the "Marketing Business).
Finally, the Company has cancelled the Agreement to acquire an aggregate
of 10,000,000 shares of common stock, being all of the issued and outstanding
shares of Pascal Energy, Inc. from that company and its shareholders due to the
inability to complete a comprehensive due diligence and difficulties in
completing an audit of the financials of Pascal Energy. The shares of common
stock, previously issued in anticipation of the completion of the transaction
has been returned to the treasury of the Registrant and cancelled, leaving
approximately 22,843,000 shares issued and outstanding as of February 9, 2004.
The Company's Marketing Business intends to market certain products under
the Tri-States Stores banner and private label automotive products manufactured
by Alliance for Tri State Stores, and other sellers. The Company believes that
its new name is more reflective of the Company's current business strategy and
will facilitate a better understanding by the Company's customers and
shareholders of the nature of the Company's new business.
Procedure for the Approval of the Certificate of Amendment to the Company's
Certificate of Incorporation
The elimination of the need for a special meeting of the shareholders to
approve the Amendment is authorized by Section 78.320 of the Nevada Revised
Statutes, (the "Nevada Law"). This Section provides that the written consent of
the holders of outstanding shares of voting capital stock, having not less that
the minimum number of votes which would be necessary to authorize or take the
action at a meeting at which all shares entitled to vote on a matter were
present and voted, may be substituted for the special meeting. According to this
Section 78.390 of the Nevada Law, a majority of the outstanding shares of voting
capital stock entitled to vote on the matter is required in order to amend the
Company's Articles of Incorporation. In order to eliminate the costs and
management time involved in holding a special meeting and in order to effect the
Amendment as early as possible in order to accomplish the purposes of the
Company, the Board of Directors of the Company voted to utilize the written
consent of the majority shareholders of the Company.
5
Required Approvals Obtained
The Board, by its unanimous written consent (the "Board Consent"), adopted
resolutions approving the Certificate of Amendment to the Company's Certificate
of Incorporation to amend the name of the Corporation to "American Capital
Alliance, Inc." On the Record Date, the only issued and outstanding shares of
the Company's capital stock entitled to vote on the proposed amendment were
28,30,000 shares of the Company's common stock, par value $.0001 per share (the
"Common Stock"), of which the Majority Stockholders held in excess of 51% of the
total stock entitled to vote on the proposed amendment. On November 18, 2003,
the Majority Stockholders, by written consent in lieu of a meeting, approved the
Certificate of Amendment to the Company's Certificate of Incorporation, a copy
of which is attached to this Information Statement as Exhibit A. No further
consents, votes or proxies are or were necessary to effect the approval of
Certificate of Amendment to the Company's Certificate of Incorporation.
Dissenters' Rights of Appraisal.
Under Nevada Law, our dissenting shareholders, if any, are not entitled to
appraisal rights with respect to our amendment, and we will not independently
provide our shareholders with any such right.
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT,
PLEASE CONTACT:
Mr. Jesse Fuller
American Capital Alliance, Inc.
1400 N. Gannon Drive, 2nd Floor
Hoffman Estates, IL 60194
(847) 310-9416
By order of the Board of Directors of
American Capital Alliance, Inc.
By: /s/ Jesse Fuller
--------------------------------
Name: Jesse Fuller
Title: Chief Executive Officer
and President
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Exhibit A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PRELUDE VENTURES INC.
[SEAL]
Dean Heller FILED# C14604
Secretary of State NOV 19 2003
20th North [illegible] Street IN THE OFFICE OF
Carson City, Nevada 95701-4201 /s/ Dean Heller
[ILLEGIBLE] DEAN HELLER, SECRETARY OF STATE
[ILLEGIBLE]
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Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporation
(Pursuant to MRS 76.385 and 76.390 - After Insurance of Stock)
- Remit in Duplicate -
1. Name of corporation: PRELUDE VENTURES, INC.
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2. The articles have been amended as follows (provide article numbers, if
available):
The name of the corporation shall be changed from Prelude ventures,
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Inc. to American Capital Alliance, Inc.
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3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required in the case of a vote by classes or
series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment Is 50% .
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4. Official Signature (Required):
/s/ Robert S. Luce
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Robert S. Luce, Assistant Secretary
*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and remit the
proper fees may cause this filing to be rejected.
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