DEF 14C 1 def14cfdpo.txt 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 eFinancial Depot.com, 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: 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: EFINANCIAL DEPOT.COM, INC. 150 - 1875 CENTURY PARK EAST CENTURY CITY, CALIFORNIA 90067 INFORMATION STATEMENT INTRODUCTION This information statement is being mailed or otherwise furnished to stockholders of eFinancial Depot.com, Inc., a Delaware corporation (the "Company"), in connection with the prior receipt by the Board of Directors of approval by written consent of the holders of a majority of the Company's Common Stock (the "Voting Capital Stock") of a proposal (the "Proposal") to approve an amendment (the "Amendment") to the Certificate of Incorporation to change the name of the Corporation to COLLABORATIVE FINANCIAL NETWORK GROUP, INC. The Board of Directors believes that it is advisable and in the best interests of the Company to change the name of the Company to reflect its new collaborative business strategies for international expansion in the internet financial markets. This information statement is being first sent to stockholders on or about June 1, 2001. The Company anticipates that the Amendment will become effective on or about June 21, 2001. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY VOTE REQUIRED The vote which was required to approve the Proposal was the affirmative vote of the holders of a majority of the Company's Voting Capital Stock. Each holder of Common Stock is entitled to one (1) vote for each share held. The record date for purposes of determining the number of outstanding shares of Common Stock and Preferred Stock of the Company, and for determining stockholders entitled to vote, is the close of business on May 9, 2001 (the "Record Date"), the day on which the Board of Directors of the Company adopted the resolution setting forth and recommending the Amendment. As of the Record Date, the Company had outstanding 26,653,760 shares of Common Stock. Holders of the shares have no preemptive rights. All outstanding shares are fully paid and nonassessable. The transfer agent for the Common Stock is Nevada Agency & Trust Company, Reno, Nevada. VOTE OBTAINED - SECTION 228 OF THE DELAWARE GENERAL CORPORATION LAW Section 228 of the Delaware General Corporation Law (the "Delaware Law") provides that the written consent of the holders of the outstanding shares of Voting Capital Stock, 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 Delaware Law and the Bylaws of the Company, a majority of the outstanding shares of Voting Capital Stock entitled to vote thereon is required in order to amend the Certificate 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 as hereafter described, the Board of Directors of the Company voted to utilize, and did in fact obtain, the written consent of the holders of a majority in the interest of the Voting Capital Stock of the Company. 1 Pursuant to Section 228 of the Delaware Law, the Company is required to provide prompt notice of the taking of the corporate action without a meeting to the stockholders of record who have not consented in writing to such action. This Information Statement is intended to provide such notice. No dissenters'or appraisal rights under the Delaware Law are afforded to the Company's stockholders as a result of the approval of the Proposal. PROPOSAL TO CHANGE THE NAME OF THE COMPANY GENERAL On May 9, 2001, the Board of Directors approved, subject to stockholder approval, an Amendment to the Company's Certificate of Incorporation to change the name of the Company from eFinancial Depot.com, Inc. to Collaborative Financial Network Group, Inc. On May 9, 2001, the Proposal was approved by the written consent of holders representing 15,362,500 shares (57.6%) of the outstanding shares of the Company's common stock. APPROVAL OF NAME CHANGE On May 9, 2001, the Board of Directors of the Company approved, declared it advisable and in the Company's best interests and directed that there be submitted to the holders of a majority of the Company's Voting Capital Stock for action by written consent the proposed amendment to Article I of the Company's Certificate of Incorporation to change the name of the Company from eFinancial Depot.com, Inc. to Collaborative Financial Network Group, Inc. The Board of Directors has fixed the close of business on May 9, 2001 as the record date for the determination of shareholders who are entitled to give consent and receive this information statement. As of the Record Date, the Company had outstanding 26,653,760 shares of Common Stock held by 43 shareholders of record. The Board of Directors believes that it is advisable and in the Company's best interests that its name reflect the proposed new business of the Company, which will be an internet based financial services business. CERTAIN MATTERS RELATED TO THE PROPOSAL The Amendment will become effective upon filing the Amendment to the Company's Certificate of Incorporation, anticipated to be approximately 20 days after this Information Statement has been distributed to the Company's stockholders. 2 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information known to the Company regarding the beneficial ownership of each class of the Company's voting securities as of May 9, 2001, by (a) each beneficial owner of more than 5% of the Company's Common Stock, (b) executive officers of the Company (c) each director of the Company and (d) all directors and executive officers of the Company as a group. Except as otherwise indicated, each person has sole voting and investment power with respect to all shares shown as beneficially owned, subject to community property laws where applicable.
Amount and Nature of Title of Beneficial Percent of Class Name and Address of Beneficial Owner Ownership (1) Class ______________________________________________________________________________________________________________ Common John F. Huguet (2) 11,362,500 42.63% Stock 150 - 1875 Century Park East Century City, California 90067 ______________________________________________________________________________________________________________ Common Randy Doten 200,000 0.75% Stock 150 - 1875 Century Park East Century City, California 90067 _______________________________________________________________________________________________________________ Common Stock Christina Cepeliauskas 100,000 0.38% 150 - 1875 Century Park East Century City, California 90067 _______________________________________________________________________________________________________________ Common Stock Paul Lemmon -0- 0.00% 150 - 1875 Century Park East Century City, California 90067 _______________________________________________________________________________________________________________ Common Stock Gold Crown Holdings Ltd. (2) 9,362,500 35.13% 22 Hill Street St. Hellier, Jersey JE4 8X2 _______________________________________________________________________________________________________________ Common Stock Langley Investment Advisory Group 1,000,000 3.75% 150 - 1875 Century Park East Century City, California 90067 _______________________________________________________________________________________________________________ Common Stock Winford Holdings Group Limited 4,000,000 15.01% 3rd Floor Jonsim Place 2287 Queen's Road East Hong Kong _______________________________________________________________________________________________________________ Common Stock All Directors and Officers as a group (four persons) 11,662,500 43.76% _______________________________________________________________________________________________________________
(1) Applicable percentage ownership is based on 26,653,760 shares of Common Stock outstanding as of May 9, 2001. (2) Represents 9,362,500 shares held in the name of Gold Crown Holdings Ltd. However, Mr. Huguet has shared voting powers with respect to these shares. BY ORDER OF THE BOARD OF DIRECTORS /s/ Paul D. Lemmon Paul D. Lemmon President and Chief Executive Officer May 30, 2001 3 APPENDIX A ------------- CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF EFINANCIAL DEPOT.COM, INC. (A DELAWARE CORPORATION) eFinancial Depot.com, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That pursuant to Unanimous Written Consent of the Directors of eFinancial Depot.com, Inc. in Lieu of Meeting of the Board of Directors, a resolution was duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and calling for the written consent in lieu of meeting of the Shareholders of said Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, That the Certificate of Incorporation of this corporation be amended by changing the FIRST Article thereof so that, as amended said Article shall be read as follows: Article I Name of Corporation The Name of this corporation is Collaborative Financial Network Group, Inc. SECOND: That thereafter, pursuant to Majority Written Consent, the Shareholders of eFinancial Depot.com, Inc. unanimously approved the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said eFinancial Depot.com, Inc. has caused this certificate to be signed and attested to by Paul D. Lemmon and Randy Doten, its President and Assistant Secretary respectively, as of this __ day of ____, 2001. eFinancial Depot.com, Inc., a Delaware corporation By: ____________________________ Paul D. Lemmon, President ATTESTED: By: ___________________________________ Randy Doten, Assistant Secretary 4