UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14f-1
Under the Securities Exchange Act of 1934
BentleyCapitalCorp.com Inc.
(Exact name of registrant as specified in its corporate charter)
000-31883
Commission File No.
Washington 91-2022700
State of Incorporation (IRS Employer Identification No.)
5076 Angus Drive
Vancouver, British Columbia, CANADA V6M 3M5
(Address of principal executive offices)
(604) 269-9881
(Registrant's telephone number, including are code)
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
Approximate Date of Mailing: July 26, 2002
Dear Shareholder:
This notification is furnished by the Board of Directors (the "Board") of
BentleyCapitalCorp.com Inc., a Washington corporation (the "Company") pursuant
to Rule 14f-1 of the Securities and Exchange Act of 1934 (the "Exchange Act") to
inform the shareholders of the Company of a change in control of the Company and
a change in the majority of the board of directors pursuant to an Agreement and
Plan of Reorganization pursuant to which Proton Laboratories, LLC ("Proton"), a
California limited liability company, will merge with the Company's wholly-owned
subsidiary, VWO I Inc. Proton's owners will exchange 100% of Proton for shares
in Bentley and such other consideration that may be agreed to by the parties.
This Information Statement is being furnished to all holders of record at the
close of business on June 25, 2002 of the Company's common stock, par value
$0.0001 per share ("Common Stock"). This notification was prepared by the
Company, except that information in the sections entitled "Proposed Executive
Officers And Directors After the Resignation of Michael Kirsh" and "Change in
Control" was furnished to the Company by the new directors. The new directors
assume no responsibility for the accuracy or completeness of the information
prepared by the Company.
Please read this notification carefully. It describes the essential terms of the
Exchange Agreement and contains certain biographical and other information
concerning the proposed new directors of the Company. Additional information
about the Exchange Agreement and the business of the Company is contained in the
Company's Form 8-K dated June 25, 2002 which was filed with the United States
Securities and Exchange Commission (the "Commission"). The Form 8-K and its
accompanying exhibits may be inspected without charge at the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549. Copies of such materials may also be obtained from the SEC
at prescribed rates. The SEC also maintains a Web site that contains reports,
proxy and information statements and other information regarding public
companies that file reports with the SEC. Copies of the Reports may be obtained
from the SEC's EDGAR archives at http://www.sec.gov/index.htm.
NO VOTE OR OTHER ACTION BY THE COMPANY'S SHAREHOLDERS IS REQUIRED IN
RESPONSE TO THIS INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED.
INTRODUCTION
Michael Kirsh, currently the sole director of the Company, intends to resign as
a member of the Board of Directors, effective upon the appointment of new
members of the Board of Directors, Dick Wullaert, Edward Alexander, and Micael
Ledwith (the "New Directors"). Mr. Kirsh will not resign, and the New Directors
will not begin their terms, until after the expiration of the ten-day period
beginning on the later of the date of the filing of this Information Statement
with the SEC or the date of mailing of this Information Statement to the holders
of Common Stock of the Company ("Common Stock").
Voting Securities of the Company
------------------------------------
As of June 1, 2002, the Company had 2,250,000 shares of Common Stock issued and
outstanding. Common Stock is the Company's only class of securities that is
entitled to vote for directors at a shareholders meeting, if one were to be
held, and each share of Common Stock entitles its holder to one vote.
Changes in Control
--------------------
On June 3, 2002, Michael Kirsh entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement") with Edward Alexander (the "Purchaser"), pursuant to
which the Purchaser acquired 1,500,000 shares of Common Stock of the Company
from Mr. Kirsh, and 250,000 shares from a minority shareholder. In conjunction
with the Stock Purchase Agreement, the Company and Alexander have entered into
an Agreement and Plan of Reorganization pursuant to which Proton Laboratories,
LLC ("Proton"), a California limited liability company, will merge with the
Company's wholly-owned subsidiary, VWO I Inc. Proton's owners will exchange 100%
of Proton for Company common shares and such other consideration that may be
agreed to by the parties. The Stock Purchase Agreement and Agreement and Plan of
Reorganization are part of a single integrated plan on the part of Alexander to
acquire control over the Company in connection with the Company's acquisition of
Proton.
The New Directors will begin their terms after the expiration of the ten-day
period beginning on the later of the date of the filing of this Information
Statement with the SEC or the date of mailing of this Information Statement to
the holders of Common Stock of the Company ("Common Stock").
EXECUTIVE COMPENSATION
The following table sets forth certain information as to our highest paid
officers and directors for our fiscal year ended December 31, 2001. No other
compensation was paid to any such officer or directors other than the cash
compensation and the restricted stock award set forth below.
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SUMMARY COMPENSATION TABLE
=================================================================================================
Annual Compensation Long-Term Compensation
------------------------ --------------------------------
Awards Pay-Outs
---------------------- --------
Other Securities All
Annual Restricted Under- Other
Name and Compen- Stock lying Compen-
Principal Salary Bonus sation Award(s) Options/ LTIP sation
Position Year ($) ($) ($) ($) SARs (#) Payouts ($)
=================================================================================================
MICHAEL KIRSH 2002 -0- -0- -0- -0- -0- -0- -0-
2001 -0- -0- -0- -0- -0- -0- -0-
Director and
President, Secretary
and Treasurer
=================================================================================================
Stock Option Grants
---------------------
The following table sets forth information with respect to options to purchase
Common Stock granted to each of our directors and officers during our most
recent fiscal year ended December 31, 2001:
--------------------------------------------------------------------------------------
Common Shares % of Total
under Options/SARs Exercise or Base
Options/SARs Granted to Price
Granted Employees in ($/Common Share)
Name # Financial Year Expiration Date
--------------------------------------------------------------------------------------
MICHAEL -0- N/A N/A N/A
KIRSH
Director and
President, Secretary
and Treasurer
--------------------------------------------------------------------------------------
Exercises of Stock Options and Year-End Option Values
-----------------------------------------------------
The following is a summary of options to purchase Common Stock exercised by our
officers, directors and employees during the financial year ended December 31,
2001:
-------------------------------------------------------------------------------------------------
AGGREGATED OPTION/SAR EXERCISES DURING THE LAST
FINANCIAL YEAR END AND FINANCIAL YEAR-END OPTION/SAR VALUES
-------------------------------------------------------------------------------------------------
Value of Unexercised
Common Shares Unexercised Options in-the-Money
Acquired on Aggregate at Financial Options/SARs at
Exercise Value Realized Year-End (#) Financial Year-End
Name (#) ($) ($)
-------------------------------------------------------------------------------------------------
MICHAEL -0- N/A N/A N/A
KIRSH
Director and
President, Secretary
and Treasurer
-------------------------------------------------------------------------------------------------
Outstanding Stock Options
---------------------------
The Company has not granted any options to purchase Common Stock and does not
have any outstanding options to purchase Common Stock. Accordingly, the
Company's officers and directors do not hold any options to purchase shares of
Common Stock.
Compensation Of Directors
---------------------------
The Company's directors do not receive cash compensation for their services as
directors or members of committees of the Board of Directors.
PRINCIPAL SHAREHOLDERS AND HOLDINGS OF MANAGEMENT
The following table sets forth certain information concerning the number of
shares of Common Stock owned beneficially as of June 3, 2002 by: (i) each person
(including any group) known to us to own more than five percent (5%) of any
class of our voting securities, (ii) each of our directors, and (iii) officers
and directors as a group. Unless otherwise indicated, the shareholders listed
possess sole voting and investment power with respect to the shares shown.
-------------------------------------------------------------------------------
PERCENTAGE OF
NAME SHARES OWNED SHARES OWNED
-------------------------------------------------------------------------------
Edward Alexander 1,750,000 77.77%
1150 Marina Village Parkway, Suite 103
Alameda, CA 94501.
-------------------------------------------------------------------------------
Michael Kirsh, sole officer and director 0 0
5076 Angus drive
Vancouver, BC V6M 3M5 Canada
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ALL EXECUTIVE OFFICERS & DIRECTORS AS A GROUP (1 0 0
Individual)
-------------------------------------------------------------------------------
Except as otherwise noted, the Company believes that all persons have full
voting and investment power with respect to the shares indicated. Under the
rules of the SEC, a person (or group of persons) is deemed to be a "beneficial
owner" of a security if he or she, directly or indirectly, has or shares the
power to vote or to direct the voting of such security, or the power to dispose
of or to direct the disposition of such security. Accordingly, more than one
person may be deemed to be a beneficial owner of the same security. A person is
also deemed to be a beneficial owner of any security, which that person has the
right to acquire within 60 days, such as options or warrants to purchase our
common stock.
Change in Control
-------------------
On June 3, 2002, Edward Alexander acquired 1,750,000 shares of the Company's
Common Stock from Michael Kirsh and a minority shareholder pursuant to a stock
purchase agreement signed on June 3, 2002. Mr. Alexander paid a purchase
price of $170,000 to Michael Kirsh. Mr. Alexander borrowed money from several
individuals to purchase the Bentley shares, as follows:
LENDER: AMOUNT:
------- -------
Thomas Dizon $40,000
A.J. Moraes $40,000
Jean Wang $90,000
Each loan accrues interest at 7% per annum, and matures on December 31, 2002.
As of June 3, 2002, the issued and outstanding securities of the Company
consisted of 2,250,000 shares of Common Stock, par value $0.0001 per share.
Therefore, Mr. Alexander beneficially owned approximately 77.775% of the issued
and outstanding Common Stock of the Company as of June 3, 2002.
DIRECTORS AND EXECUTIVE OFFICERS
The Company anticipates that immediately after consummation of the Stock
Purchase Agreement and effective upon the appointment of New Directors, Mr.
Kirsh will resign as a member of the Board of Directors and as an officer of the
Company.
The following tables set forth information regarding the Company's current
executive officers and directors and the proposed executive officers and
directors of the Company.
CURRENT EXECUTIVE OFFICERS AND DIRECTORS
----------------------------------------------------------------
NAME AGE POSITION
----------------------------------------------------------------
Michael Kirsh 47 Director, President, Secretary and Treasurer
----------------------------------------------------------------
Mr. Kirsh has served as the sole officer and director of the Company since
October, 2000. During the past five years, Mr. Kirsh has worked with a group of
independent investors that acquires private companies and conducts reverse
takeovers.
PROPOSED EXECUTIVE OFFICERS AND DIRECTORS
AFTER THE RESIGNATION OF MICHAEL KIRSH
------------------------------------------------------------------------
NAME AGE POSITION
------------------------------------------------------------------------
Edward Alexander 50 President, Director
------------------------------------------------------------------------
Dick Wullaert 64 Vice President, Chief Technical Officer, Director
------------------------------------------------------------------------
Micael Ledwith 59 Director
------------------------------------------------------------------------
Edward Alexander has been the owner and president of Proton Laboratories LLC
since January, 2001. Proton has structured the introduction of an electrolytic
water separation technology that has a wide array of uses in industry, product
formulations and as consumer products. From January, 1997 to July, 1998, he
served as owner and president of Advanced H2O, LLC, Alameda, California. In
July, 1998 he formed Advanced H2O, Inc. in Bellevue, Washington, to specialize
in bottled water production. He continues to serve as a consultant to Advanced
H2O, Inc. Prior to 1997, he served as General Manager, Tomoe Incorporated, South
San Francisco, California, and held various positions with various divisions of
the Navy Resale System. Mr. Alexander will serve as president and a director of
the Company.
Dr. Wullaert is currently President of Bioguard Industries, Inc., a small
technical service company specializing in water and materials science research.
He provides technical services for the production (system design, electrode
development), use (disinfection, food processing, beverages, nutraceuticals,
agriculture, etc.) and testing (conventional and new) of functional water. He
has held this position since 1994. Since 1997, he has also served as President
of the Functional Water Society of North America (FWSNA), a non profit
corporation dedicated to promoting the technology and applications of functional
water. As President, he has developed an extensive database of functional water
technology and applications, organized conferences on functional water in the
US, and participated in Functional Water Foundation Symposiums in Japan. From
March 2000 to June 2001, he served as Chief Technology Officer of Advanced H2O,
Inc., where he was responsible for research and development programs and the
laboratory. From 1991 to 1999, he served as Senior Materials Engineer, of SAIC,
a NRC program on the technical basis for extending the license for dry cask
storage of spent nuclear fuel. He managed several projects on the
electrochemical treatment of water, developed new business in water technology
and materials degradation, provided technical support to DOE-HQ on materials,
structural integrity, and life extension issues, and represented NRC and DOE on
national consensus committees. He received his Ph.D. in Materials Science from
Stanford in 1969. Dr. Wullaert will serve as Vice President, Chief Technical
Officer, and a director of the Company.
Dr. Micael F. Ledwith has been retired for the past five years. He was Professor
of Systematic Theology at the Pontifical University of Maynooth in Ireland from
1976 to 1994. He was later Dean of the Faculty, Head of Department and Editor of
"The Irish Theological Quarterly. He was later appointed a Consulting Editor of
the renowned international review "Communio" and still serves in that capacity.
He was appointed Vice-President of the University in 1980, re-appointed in 1983,
and was appointed President in 1985. He served as Chairman of the Committee of
Heads of the Irish Universities and was a Member of the Governing Bureau of the
European University Presidents' Federation (CRE). He retired from his
Professorship on September 30, 1996 and has since continued to pursue his
interest in research, writing, and lecturing in the field of actualizing human
potential. Since November 2001 he has been a partner in World of Star Stuff,
which markets wholefood products.
COMMITTEES
The Company does not have any standing audit, nominating, or compensation
committees of the Board, or committees performing similar functions.
MEETINGS OF THE BOARD OF DIRECTORS
The Board did not hold any meetings during the fiscal year ended December 31,
2001.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers, directors and
persons who beneficially own more than 10% of the Company's Common Stock to file
reports of ownership and changes in ownership with the SEC. These reporting
persons also are required to furnish the Company with copies of all Section
16(a) forms they file. Based solely on our review of these reports or written
representations from certain reporting persons, the following persons failed to
comply with Section 16(a):
1) Michael Kirsh, Director, Officer and beneficial owner of more than 10% of
the outstanding shares of the Company, failed to file required Form 3.
2) Edward Alexander, beneficial owner of more than 10% of the outstanding
shares of the Company, was late in filing required Form 3.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of the Company's directors or officers, nor any proposed nominee for
election as one of our directors, nor any person who beneficially owns, directly
or indirectly, shares carrying more than 10% of the voting rights attached to
our outstanding shares, nor any of our promoters, nor any relative or spouse of
any of the foregoing persons has any material interest, direct or indirect, in
any transaction, in which the amount involved exceeds $60,000, since the date of
our incorporation or in any presently proposed transaction which, in either
case, has or will materially affect us.
LEGAL PROCEEDINGS
The Company is not aware of any legal proceedings in which any director,
officer, or any owner of record or beneficial owner of more than five percent of
any class of voting securities of the Company, or any affiliate of Purchaser, or
of any such director, officer, affiliate of the Company, or security holder, is
a party adverse to the Company or has a material interest adverse to the
Company.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Information Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: July 25, 2002 BENTLEYCAPITALCORP.COM INC.
By: /s/ Michael Kirsh
--------------------------------
Michael Kirsh
Director and President