PRE 14C 1 0001.txt SCHEDULE 14C SCHEDULE 14C (RULE 14C-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement SCOOP, INC. (Name of Registrant as Specified in Its Charter) Payment of filing fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. (1) Title of each class of securities to which transaction applies: Not applicable. (2) Aggregate number of shares to which transaction applies: Not applicable. (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: Not applicable. (4) Proposed maximum aggregate value of transaction: Not applicable. (5) Total fee paid: Not applicable. [ ] 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 fee 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: Not applicable. (2) Form, Schedule or Registration Statement No.: Not applicable. (3) Filing Party: Not applicable. (4) Date Filed: Not applicable. PRELIMINARY COPY INFORMATION STATEMENT SCOOP, INC. Cyberia House Church Street, Basingstoke Hampshire RG21 7QN United Kingdom This information statement is circulated to advise the stockholders of Scoop, Inc., a Delaware corporation (the "Company"), of action proposed to be taken without a meeting upon the written consent of the holder of a majority of the outstanding shares of the common stock of the Company. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. The matter upon which action is proposed to be taken is an amendment to the Company's Certificate of Incorporation to change the Company's name to 24Holdings Inc. It is believed that the proposed new name is more appropriate than the present one for the Company's present operations, which consist solely of the ownership of 24STORE (Europe) Limited, a company incorporated in the United Kingdom. On February 28, 2001, the Company's Board of Directors approved and recommended that the Company's Certificate of Incorporation be amended to change the Company's name to 24Holdings Inc. If the proposed amendment were not to be adopted by written consent, it would be required to be considered by the Company's stockholders at a special stockholders' meeting convened for the specific purpose of approving the amendment. The elimination of the need for such a special meeting of stockholders is made possible by Section 228 of the Delaware General Corporation Law (the "DGCL") which provides that the written consent of the holders of outstanding shares entitled to vote at a meeting of stockholders, having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted for such a special meeting. Pursuant to Section 242 of the DGCL, a majority of the outstanding shares of voting capital stock entitled to vote thereon is required in order to amend the Company's Certificate of Incorporation. In order to eliminate the costs and management time involved in holding a special meeting and in order to effect the change of the Company's name as early as possible in order to accomplish the purposes of the Company as hereafter described, the Board of Directors of the Company voted to utilize the written consent of the holder of a majority of the voting capital stock of the Company. The record date established by the Company for purposes of determining the number of outstanding shares of voting capital stock of the Company for the approval of the amendment is February 13, 2001 (the "Record Date"). On the Record Date, InfiniCom AB, a company incorporated in Sweden ("InfiniCom"), owned 67,335,910 shares of common stock of the Company, constituting approximately 78.8% of the 85,486,716 total outstanding shares of voting capital stock of the Company as of such date. Each share of voting capital stock of the Company entitles the holder thereof to one vote on all matters submitted to stockholders. InfiniCom gave its written consent to the amendment on February 28, 2001, which written consent will become effective on or about April 1, 2001. Upon the effectiveness of InfiniCom's written consent, the Company will file a Certificate of Amendment of its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the name change. This Information Statement is being first sent to the stockholders of the Company on or about March __, 2001. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information, as of February 13, 2001, concerning the Common Stock of the Company beneficially owned (i) by each director and each Named Executive Officer of the Company, (ii) by all directors and executive officers of the Company as a group and (iii) by each stockholder known by the Company to be the beneficial owner of more than 5% of the outstanding Common Stock. The beneficial owners named have, to the knowledge of the Company, sole voting and dispositive power with respect to the shares beneficially owned, subject to community property laws where applicable. Beneficial Ownership Name and Address Shares Percent InfiniCom AB (publ) Gustavslundsvagen 151A S-16751 Bromma Sweden.............................. 67,335,910 78.8 Lennart Orkan Foreningsvagen 2 SE-13237 Saltsjo-Boo Sweden.............................. 0 0 Larsake Sandin Frensham Court, Summerfield Lane Surrey GU10 3AN England............................. 0 0 Akbar Seddigh Centralvagen 18 18357 Taby Sweden.............................. 0 0 Martin Clarke Kingston Reading Road North Fleet Hampshire GU13 8RR United Kingdom...................... 4,953,455 5.8 Michael Neame 21 Archery Fields Odiham, Hook Hampshire RG29 1AE United Kingdom...................... 4,953,455 5.8 All executive officers and directors as a group (5 persons).... 9,906,910 11.6 AMENDMENT TO CERTIFICATE TO EFFECT NAME CHANGE The Board of Directors of the Company has authorized the amendment of the Company's Certificate of Incorporation to change the Company's name from Scoop, Inc. to 24Holdings Inc. As previously reported by the Company in its Quarterly Report on Form 10QSB for the quarterly period ended June 30, 1998 (filed August 14, 1998), on July 31, 1998 the Company filed a voluntary petition commencing a case under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Central District of California (the "Bankruptcy Court") as Case No. SA 98-20799 RA (the "Bankruptcy Proceedings"). As a part of the Bankruptcy Proceedings, and in accordance with a Plan of Reorganization approved by the Bankruptcy Court, as of December 7, 1999 InfiniCom had acquired a total of 60,783,219 shares of Common Stock of the Company in exchange for 100% of the Common Stock of 24STORE. All of the Company's operations prior to the Bankruptcy Proceedings were discontinued. The Board of Directors believes that it is in the Company's best interest to change the Company's name to reflect the change in the Company's business and operations following the conclusion of the Bankruptcy Proceedings. BY ORDER OF THE BOARD OF DIRECTORS Date: March __, 2001 Martin Clarke President and Chief Executive Officer Scoop, Inc.