SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
[X] Definitive Information Statement
BRL HOLDINGS, INC.
(Name of Registrant as Specified in its Charter)
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(2) Aggregate number of securities to which transaction applies: N/A.
(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): N/A.
(4) Proposed maximum aggregate value of transaction: N/A.
(5) Total fee paid: N/A.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration number,
or the Form or Schedule and the date of its filing.
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BRL HOLDINGS, INC.
200 Perimeter Road
Manchester, New Hampshire 03103
(603)-641-8843, Ext. 11
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
INTRODUCTION
This Information Statement is being furnished to our stockholders in
connection with resolutions providing for amendments to our Articles of
Incorporation, BRL Holdings, Inc., a Delaware corporation (the "Company," and
"we," "our," "us" and words of similar import), as follows, to-wit:
1. Change the name of our Company to "Element 21 Golf
Company"; and
2. Increase the number of our authorized shares of common
stock from 50,000,000 shares to 100,000,000 shares.
These resolutions were unanimously adopted by our Board of Directors
and seven persons (including members of our management) who own in excess of a
majority of our outstanding voting securities (the "Majority Stockholders"),
in accordance with Sections 141 and 228, respectively, of the Delaware General
Corporation Law (the "Delaware Law"). See the captions "Voting Securities and
Principal Holders Thereof" and "Amendment to the Articles of Incorporation and
Vote Required for Approval," herein. These seven persons collectively own
28,724,956 shares or approximately 59.9% of our outstanding voting securities,
taking into account the 100% dividend discussed immediately below. No other
votes are required or necessary to adopt these amendments, and none are being
solicited hereunder. By their written consent, these seven persons are not
part of a "group" for the purposes of Schedule 13D of the Securities and
Exchange Commission.
APPROXIMATE DATE OF MAILING: December 2, 2002.
We have effected a 100% dividend on all outstanding shares that
will also result in similar adjustments to all shares underlying our
outstanding options, with a record date of October 4, 2002, a distribution
date of November 8, 2002, and an ex-dividend date as of the opening of
business on November 12, 2002. All computations herein take into account this
dividend.
The resolutions adopted by these persons authorize the name
change and the proposed increase in our authorized capital. These amendments
will become effective on the opening of business on December 23, 2002, or 21
days from the mailing of this Information Statement to our stockholders; and
any executive officer, as required by Delaware Law, is entitled to execute and
file the Certificate of Amendment with the Secretary of the State of the State
of Delaware and such other agencies as may be deemed required or necessary.
These amendments are the only matters covered by this Information
Statement.
Section 242(b) of the Delaware Law provides that every amendment to
the Articles of Incorporation of a corporation shall first be adopted by
the resolution of the Board of Directors and then be subject to the approval
of persons owning a majority of the securities entitled to vote on any such
amendment. Sections 141 and 228, respectively, provide that the Board of
Directors, by unanimous written consent, and persons owning the required
majority of voting securities necessary to adopt any action that would
otherwise be required to be submitted to a meeting of stockholders, may adopt
such action without a meeting by written consent. See the caption "Amendment
to the Articles of Incorporation and Vote Required for Approval," herein.
The directors, executive officers and others comprising the Majority
Stockholders who have adopted the resolutions to amend our Articles of
Incorporation to change our name and to effect the authorized capital increase
outlined above collectively own approximately 59.9% of our outstanding voting
securities; accordingly, no additional votes are required or necessary to
adopt these amendments to our Articles of Incorporation, and none are being
solicited hereunder. See the captions "Voting Securities and Principal
Holders Thereof" and "Amendment to the Articles of Incorporation and Vote
Required for Approval," herein.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person
has any substantial interest, direct or indirect, by security holdings or
otherwise, in the proposed amendments to change our name and increase our
authorized capital which is not shared by all other stockholders, pro rata.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
------------------
The securities that would have been entitled to vote if a meeting
was required to have been held consist of shares of our common stock. Each
share of our common stock is entitled to one vote. The number of outstanding
shares of our common stock at the close of business on November 25, 2002, the
record date for determining our stockholders who would have been entitled to
notice of and to vote on the amendments to our Articles of Incorporation, was
47,906,220, which does not include outstanding options to purchase 6,622,800
of our shares, 3,587,800 of which were exercisable as of the record date, and
none of the holders of which are deemed to be our "affiliates."
Security Ownership of Principal Holders and Management.
-------------------------------------------------------
To the knowledge of our management and based upon a review of the
stock ledger maintained by our transfer and registrar agent, the following
table sets forth the beneficial ownership of persons who own more than five
percent of our common stock as of the record date and the date hereof, and the
share holdings of management, to-wit:
Positions Number and Percentage
Name and Address Held of Shares Beneficially Owned
---------------- ---- ----------------------------
Management
----------
Gerald Enloe Director & Chairman 2,950,460 (1) 6.15%
PO Box 14391
Humble TX 77347
Nataliya Hearn President & Director 4,900,000 (1) 10.2%
3173 Sandwich Street, 37
Windsor, Ontario H3A P7S
Canada
Jim Morin Vice President, Secretary/ -0- (1) -0-
27672 Pasatiempo Drive Treasurer, Directors
Mission Viejo, CA 92692
All Officers, Directors
as a Group (3 Persons) 7,850,460 16.4%
Others
------
Tom Sawyer, Esq. Stockholder 3,450,000 (2)(3) 7.2%
1151 CR 325
Lexington, TX 78947
Randy Renken, Esq. Stockholder 4,455,396 (2)(3)(4) 9.3%
316 Main Street, Suite L
Humble, TX 77338
R. Bruce Reeves, Ph.D. Stockholder 4,508,308 (2)(3)(5) 9.4%
754 Straw Hill
Manchester, NH 03104
Dimitry Sindalovsky Stockholder 4,455,396 (2)(3) 9.3%
99 Harbour Square,
Suite 3106
Toronto, Ontario M5J 2H2
Paul Whitton Stockholder 4,005,396 (2)(6) 8.4%
2415 Shakespeare #3
Houston, TX 77030
Total: 20,874,496 43.5%
(1) Denotes new directors elected to fill vacancies, effective October
4, 2002, created by resignations following the change of control
described under the heading "Contractual Arrangements Regarding
Changes in Control," below, under this caption.
(2) Except as indicated in other footnotes, each person has sole voting
and dispositive power over the shares indicated.
(3) Excludes shares underlying unexercised options, none of which are
deemed to be owned by persons who are our "affiliates."
(4) Includes 2,655,396 shares owned by Profit Consultants, Inc., a
consulting company controlled by Mr. Renken.
(5) Consists of 2,948,526 shares owned by Mr. Reeves directly, and
284,000 shares held by Robertson Financial Advisors, LLC of which Mr.
Reeves is the Managing Member; it also includes 258,818 shares owned
by Sandra J. Reeves, his wife, and 1,016,964 shares owned by
Robertson Consultants, Inc. of which Ms. Reeves is an officer and 90%
owner.
(6) Includes 2,655,396 shares owned by Element 21, Inc., a privately
held company controlled by Mr. Whitton.
Contractual Arrangements Regarding Changes in Control.
------------------------------------------------------
Effective October 3, 2002, we acquired 100% of the outstanding
common stock of Element 21 Golf Company, a recently formed Delaware
corporation ("Element 21"), in a stock for stock transaction ("the
Acquisition"). To complete the Acquisition, we agreed to issue up to
48,904,420 shares of our common stock consisting of the issuance of 42,472,420
shares of "restricted securities" (common stock) and the assumption of certain
options granted by Element 21 to its officers, directors and consultants to
purchase 6,432,000 shares of common stock, in recognition of options to
purchase a like amount of shares of Element 21 held by these individuals.
Element 21 was formed to acquire highly developed golf technology
and to design, develop and market scandium alloy golf clubs. Scandium is
Element No. 21 in the Periodic Table of Elements. When mixed with aluminum,
scandium alloys are believed to exceed titanium with a higher strength to
weight ratio of up to 25% and a specific density advantage of 55%. Scandium
is simply lighter, stronger and more cost effective than titanium. We intend
to commercialize this advanced metal technology originally developed in the
former Soviet Union for military applications during the 1980's. Scandium
alloys have been used in intercontinental ballistic missiles, jet aircraft,
the Mir space station and most recently, in the International Space Station.
Prior to the closing of the Acquisition, excluding shares underlying
outstanding options, none of which are deemed to be owned by our "affiliates,"
Dr. Bruce Reeves, our then President and CEO, including the shares owned by
Sandra J. Reeves, his wife, beneficially owned 1,344,156 shares or 49.5% of
our outstanding voting securities. Immediately following the Acquisition, and
also excluding shares underlying outstanding options, none of which are not
deemed to be owned by our "affiliates," Dr. Reeves controlled 9.4% of our
outstanding voting securities. Dr. Reeves was the founding director of
Element 21, and was instrumental in its acquisition of the Element 21 golf
technology. For these services, he was issued 2,100,000 shares of "restricted
securities" (common stock") of Element 21, and was granted options to acquire
an additional 817,500 shares of common stock for aggregate consideration of
$817.50, payable in cash or services. All of these Element 21 shares and
options were exchanged for like shares and options of our Company under the
Element 21 Acquisition. None of the options of Dr. Reeves could be exercised
for a period of 120 days. Dr. Reeves abstained from any voting on the Element
21 Acquisition. Dr. Reeves is currently a consultant to our Company.
Also prior to our closing of the Acquisition, Richard F. Schubert,
our Chairman, Richard Whitney, one of our directors, and Kevin T. McGuire, our
Secretary/Treasurer, respectively owned, 144,422 shares or approximately 2.6%;
131,564 shares or approximately 2.4%; and 122,886 shares or approximately
2.3%.
Management and directors of our Company immediately following the
Acquisition resigned effective October 4, 2002, and designated the members of
management and directors and executive officers of Element 21 as directors and
executive officers of our Company who now hold all three seats on our Board of
Directors and comprise all of our officers.
Following the Acquisition, Dr. Nataliya Hearn, our new President and
a director, owned 4,900,000 shares or 10.2% of our outstanding voting
securities; and Gerald Enloe, a director and our Chairman, owned 2,950,460
shares or 6.15% of our outstanding voting securities. Jim Morin, our third
director and Secretary/Treasurer, does not own any of our securities. These
securities were acquired in exchange for securities of Element 21 under the
Acquisition. The control of the present members of management is based upon
stock ownership and their present respective positions with us, as directors
and executive officers. No loans of any kind were a part of the consideration
for the Acquisition, or any of the securities previously issued to the
stockholders of Element 21 that were exchanged under the Acquisition. For
additional information regarding the principal stockholders of our Company
following the closing of the Element 21 Acquisition, see the table above under
the caption "Voting Securities and Principal Holders Thereof."
Immediately following the closing of the Acquisition, all with a
record date of October 4, 2002, we (i) effected a 100% dividend on all
outstanding shares that resulted in similar adjustments to all shares
underlying outstanding options, with a distribution date of November 8, 2002,
and an ex- dividend date of the opening of business on November 12, 2002, all
as reflected herein; and we (ii) resolved to effect by exemption from
registration under the Securities Act or by registration thereunder, a
spin-off of our interests in two of our subsidiaries, Tech Ventures, Inc., a
Delaware corporation ("Tech Ventures"), that was recently formed to hold
substantially all of our assets and business that we owned prior to the
closing of the Element 21 Acquisition, and of Advanced Conductor Technologies,
Inc., a Delaware corporation ("Advanced Conductor"), both with ex-dividend
dates of October 25, 2002, and distribution dates to be set once it has been
determined whether these distributions can be made without registration under
the Securities Act or must be subject to a prior registration statement filed
with the Securities and Exchange Commission under the Securities Act. All
holders of shares and options issued or exchanged under the Element 21
Acquisition waived any right to any of the spin-off dividends as a condition
to the Acquisition, but all were accorded the 100% dividend with a
distribution date of November 8, 2002.
For further information regarding the Acquisition, see our 8-KA
Current Report dated October 2, 2002, which was filed with the Securities and
Exchange Commission on November 6, 2002, and which is incorporated herein by
reference. This Report may be reviewed on the Internet at www.sec.gov in the
EDGAR Archives; or on request to our address and/or telephone number on the
cover page of this Information Statement, a copy of this Report will be
promptly provided at no cost.
CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS
Directors and Executive Officers.
---------------------------------
The following delineates certain information concerning our newly
designated directors and executive officers:
Positions
Positions with with Element 21
Name Age the Company Subsidiary
---- --- ----------- ----------
Nataliya Hearn, 35 President, CEO President/CEO
Ph.D. Director Director
Jim Morin 53 Treasurer, Secretary Treasurer,
Principal Financial Secretary
Officer, Director Director
Gerald Enloe 54 Director Director
Directors are elected by our stockholders to serve until the next
annual meeting of our stockholders or until their successors have been elected
and have duly qualified. Officers are appointed to serve until the annual
meeting of our Board of Directors following the next annual meeting of our
stockholders and until their successors have been elected and have qualified.
The following is a summary of the business experience of each of our
current directors and executive officers:
Gerald Enloe of Houston, Texas, serves as a Director and Chairman of
our Board. Mr. Enloe has served as President and CEO of Houston Industrial
Materials, Inc. since 1991.
Nataliya Hearn, Ph.D., is the President and CEO of our Company. Dr.
Hearn is a Canadian citizen with her Ph.D. in Civil Engineering from Cambridge
University in the United Kingdom. She is also a registered professional
engineer. Dr. Hearn is currently a tenured Associate Professor at the
University of Windsor and an Adjunct Professor at the University of Toronto;
and she is currently a Director of Magnesium Alloy Corporation, Director of
New Product Development and Marketing at Link-Pipe Inc. and Director of R&D at
Materials Service Life LLC. She also has considerable experience in technology
transfer, evaluation and government/industry grants.
Jim Morin of Mission Viejo, California, serves as Executive Vice
President of Product Development, Treasurer and Secretary of our Company. He
has been associated with the golf industry for the past 20 years. Mr. Morin
is an owner and officer of Hyper Industries, a golf development and marketing
company. In his capacity with Hyper Industries, Mr. Morin has worked with
Tommy Armour, Cleveland, Echelon, Calloway, Cobra, McHenry Metals Golf, Taylor
Made, Lynx and other golf companies. Mr. Morin has extensive experience in
high performance golf alloys, design, testing and production of clubs and
shafts that will be of particular value to us in our planned operations.
Family Relationships.
---------------------
There are no family relationships between any of our directors or
executive officers.
Pending Legal Proceedings.
--------------------------
To the knowledge of our management, no director or executive
officer is party to any action in which any has an interest adverse to us.
Involvement in Certain Legal Proceedings.
-----------------------------------------
To the knowledge of our management and during the past 10 years, no
present or former 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
by or against which any bankruptcy petition was filed,
whether at the time of such filing or two years prior
thereto;
(2) Was convicted in a criminal proceeding or named the subject
of a pending criminal proceeding (excluding traffic
violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in
securities, or as an affiliated person, director or
employee of any investment company, bank, savings and
loan association or insurance company, or engaging in
or continuing any conduct or practice in connection
with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the
purchase or sale of any security or commodity or
in connection with any violation of federal or
state securities laws or federal commodities
laws;
(4) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal
or state authority barring, suspending or otherwise limiting
for more than 60 days the right of such person to engage in
any activity described above under this Item, or to be
associated with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the
judgment in such civil action or finding by the Securities
and Exchange Commission has not been subsequently reversed,
suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to
have violated any federal commodities law, and the judgment
in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed,
suspended or vacated.
Executive Compensation.
-----------------------
None of our present directors and executive officers have received
any cash or other remuneration for services rendered to us; and no
compensatory arrangements have yet been set for service in these capacities.
We do not have any profit sharing, pension, bonus, incentive or
other similar plan at this time, but we may adopt one or more of these plans
in the future to assist in attracting and maintaining directors, executive
officers and key and other employees.
For further information regarding executive compensation during the
past two fiscal years ended June 30, 2002 and 2001, see our 10-KSB Annual
Report for the fiscal year ended June 30, 2002, which was filed with the
Securities and Exchange Commission on November 14, 2002, and which is
incorporated herein by reference. This Annual Report may be reviewed on the
Internet at www.sec.gov in the EDGAR Archives; or on request to our address
and/or telephone number on the cover page of this Information Statement, a
copy of this Annual Report will be promptly provided at no cost.
AMENDMENT TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
On October 3, 2002, we acquired 100% of the outstanding common stock
of Element 21 in a stock for stock transaction called the "Acquisition"
herein. To complete the Acquisition, we agreed to issue up to 48,904,420
shares of our common stock, consisting of the issuance of 42,472,420 shares of
our "restricted securities" (common stock) and the assumption of options to
officers, directors and consultants of Element 21 to purchase 6,432,000 shares
of our common stock, in recognition of options to purchase a like amount of
shares of Element 21 held by these individuals and exchanged as a part of the
Acquisition. We wish to change our name to more accurately reflect our
presently intended principal operations which are those that relate to the
technology first acquired by Element 21 and then by us when we acquired
Element 21. Taking into account the 100% dividend discussed above and
reflected herein under the caption "Introduction," the authorized capital
change would give us additional shares which could be issued in connection
with any future capital raising activities or acquisitions that we may
undertake. Taking into account this dividend and the shares underlying
presently outstanding options, we do not have sufficient securities authorized
to issue shares underlying all of the options, if and when they become
exercisable, or for any other material purpose. Of the 50,000,000 presently
authorized shares of common stock we have, 47,906,220 issued and outstanding,
not taking into account 6,622,800 shares underlying outstanding options.
Section 242(b)of the Delaware Law provides that every amendment to
the Certificate of Incorporation of a corporation shall first be adopted by
the resolution of the Board of Directors and then be subject to the approval
of persons owning a majority of the securities entitled to vote on any such
amendment. Sections 141 and 228, respectively provide that the Board of
Directors, by unanimous written consent, and persons owning the required
majority to adopt any action that would otherwise be required to be submitted
to a meeting of stockholders, may adopt such action without a meeting by
written consent.
Resolutions to change our name and to effect the authorized capital
increase outlined above were unanimously adopted by the Board of Directors and
all seven stockholders named under the caption "Voting Securities and
Principal Holders Thereof," and who collectively own 59.9% of our outstanding
voting securities, by written consent, in accordance with Sections 141 and
228, respectively, of the Delaware Law. No other votes are required or
necessary to effect the amendments.
The effective date of the name change and increase in our authorized
capital will be on the opening of business on December 23, 2002, or 21 days
from the mailing of this Information Statement to our stockholders.
NOTICE
SEVEN MAJORITY STOCKHOLDERS OF OUR COMPANY WHO HAVE CONSENTED TO THE CHANGE OF
OUR COMPANY'S NAME AND THE INCREASE OF OUR AUTHORIZED CAPITAL OWN A SUFFICIENT
NUMBER OF OUR VOTING SECURITIES TO ADOPT THESE AMENDMENTS TO THE ARTICLES OF
INCORPORATION AND HAVE DONE SO, TO BE EFFECTIVE ON DECEMBER 23, 2002; NO
FURTHER CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE REQUESTED.
BY ORDER OF THE BOARD OF DIRECTORS
December 2, 2002 Nataliya Hearn, Ph.D.
President and Director