Pride Business Development Holdings/Inc · PRE 14C · For 12/31/4
Filed On 12/15/4 11:04am ET · SEC File 0-32517 · Accession Number 1113182-4-132
Preliminary Proxy Information Statement · Schedule 14C
Filing Table of Contents
Document/Exhibit Description Pages Size
1: PRE 14C Preliminary Proxy Information Statement 8 27K
2: EX-3 Articles of Incorporation/Organization or By-Laws 3 10K
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PRE 14C · Preliminary Proxy Information Statement
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Certificate Amendment
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6 Certificate Amendment
PRE 14C 1st Page of 8 TOC Top Previous Next Bottom Just 1st
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
(Amendment No. )
Check the appropriate box:
|X| Preliminary information |_|Confidential, for use of the Commission
statement only (as permitted by
Rule 14c-5(d)(2))
|_| Definitive information statement
PRIDE BUSINESS DEVELOPMENT HOLDINGS, INC.
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(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:
N/A
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(2) Aggregate number of securities to which transactions applies:
N/A
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(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
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
N/A
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|_| 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PRIDE BUSINESS DEVELOPMENT HOLDINGS, INC.
15760 Ventura Boulevard, Suite 1020
Encino, California 91436
To the Holders of Common Stock of
Pride Business Development Holdings, Inc.
Pride Business Development Holdings, Inc., a Nevada corporation
("Company"), has obtained a written consent from the majority stockholders as of
December 10, 2004, approving an amendment to its certificate of incorporation to
authorize a class of preferred stock ("Certificate Amendment"). Details of the
Certificate Amendment and other important information are set forth in the
accompanying Information Statement. The Board of Directors of the Company has
unanimously approved the Certificate Amendment. Under Section 78.320 of the
Nevada General Corporation Law, action by stockholders may be taken without a
meeting, without prior notice, by written consent of the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize the action at a meeting at which all shares entitled to vote
thereon were present and voted. On that basis, the majority stockholders
approved the Certificate Amendment. No other vote or stockholder action is
required. You are hereby being provided with notice of the approval of the
Certificate Amendment by less than unanimous written consent of the stockholders
of the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
By Order of the Board of Directors
Ari Markow
President
Encino, California
December 13, 2004
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PRIDE BUSINESS DEVELOPMENT HOLDING, INC.
INFORMATION STATEMENT
CONCERNING CORPORATE ACTION AUTHORIZED BY WRITTEN
CONSENT OF STOCKHOLDERS OWNING A MAJORITY
OF SHARES OF CAPITAL STOCK ENTITLED TO VOTE THEREON
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is being furnished to the stockholders of Pride
Business Development Holding, Inc., a Nevada corporation ("Company"), to advise
them of the corporate action described herein, which has been authorized by a
written consent of stockholders collectively owning a majority of the
outstanding voting securities of the Company entitled to vote thereon. This
action is being taken in accordance with the requirements of the general
corporation law of the State of Nevada ("NGCL").
The Company's Board of Directors ("Board") has determined that the close of
business on December 10, 2004 was the record date ("Record Date") for the
stockholders entitled to notice about the proposal authorizing an amendment to
the certificate of incorporation of the Company to create and authorize a class
of preferred stock, consisting of 10,000,000 shares, $.001 par value, the rights
of which may be set by the board of directors at the time of issuance without
stockholder approval ("Certificate Amendment").
On December 10, 2004, the Board approved the Certificate Amendment and
authorized the Company's officers to obtain written consents from the holders of
a majority of the outstanding voting securities of the Company to approve the
Certificate Amendment. Under Section 78.320 of the NGCL, any action required or
permitted by the NGCL to be taken at an annual or special meeting of
stockholders of a Nevada corporation may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the approval of the Certificate Amendment
must be given to those stockholders who have not consented in writing to the
action and who, if the action had been taken at a meeting, would otherwise have
been entitled to notice of the meeting.
On December 10, 2004, two stockholders who collectively owned of record
8,500,000 shares of the Company's common stock, representing approximately 74%
of the outstanding voting securities of the Company, executed and delivered to
the Company written consents authorizing and approving the Certificate
Amendment. Accordingly, no vote or further action of the stockholders of the
Company is required to approve the Certificate Amendment. You are hereby being
provided with notice of the approval of the Certificate Amendment by less than
unanimous written consent of the stockholders of the Company.
The executive offices of the Company are located at 15760 Ventura
Boulevard, Suite 1020, Encino, California 91436, and its telephone number is
(866)868-0461.
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This information statement is first being mailed to stockholders as of the
Record Date on or about December 10, 2004 and is being furnished for
informational purposes only.
VOTING SECURITIES
The Company only has common stock issued and outstanding. As of the Record
Date, there were 11,500,000 shares of common stock issued and outstanding. Each
share of common stock is entitled to one vote on all matters submitted to the
holders of common stock for their approval. The consent of the holders of a
majority of all of the Company's outstanding common stock was necessary to
authorize the Certificate Amendment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table and accompanying footnotes set forth certain
information as of the Record Date with respect to the stock ownership of (i)
those persons known to the Company to beneficially own more than 5% of the
Company's common stock, (ii) each director of the Company, (iii) each executive
officer of the Company and (iv) all directors and executive officers of the
Company as a group.
· Download Table
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership* Outstanding Shares
Ari Markow** 1,700,000 14.8%
Francine Markow*** 6,800,000 59.1%
All executive officers and
directors as a group (two
persons) 8,500,000 73.9%
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* Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock
issuable upon the exercise of options or warrants currently exercisable or
convertible within 60 days, are deemed outstanding for computing the
percentage ownership of the person holding such options or warrants but are
not deemed outstanding for computing the percentage ownership of any other
person.
** Ari Markow is the president, treasurer and a director of the Company.
*** Francine Markow is a vice president, secretary and a director of the
Company.
As of the Record Date, there were no outstanding options or warrants to
purchase shares of common stock.
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DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning the directors and
executive officers of the Company and their ages and positions. Each director
holds office until the next annual stockholders' meeting and thereafter until
the individual's successor is elected and qualified. Officers serve at the
pleasure of the board of directors.
Name Age Position
Ari Markow 35 Director, President and Treasurer
Francine Markow 54 Director, Vice President and
Secretary
Ari Markow, age 35, currently serves as the President, Treasurer, and a
member of the Board of Directors of Pride Business Development Group. Prior to
joining Pride Business Development Group in May of 2003, Mr. Markow served as
General Counsel and Vice President to a privately held business consulting firm
specializing in assisting small private and public emerging growth companies in
managing and realizing their goals with respect to their business operations,
growth potential and financing needs. Prior thereto, Mr. Markow practiced
securities and corporate law and litigation at two separate Los Angeles,
California based law firms where he represented the interests of a variety of
private and public companies with respect to SEC compliance issues, mergers,
acquisitions, restructuring transactions and general corporate matters. Mr.
Markow has been a member of the California State Bar since 1996.
Francine Markow, age 54, currently serves as Corporate Secretary, Vice
President and Chairman of the Board of Directors of Pride Business Development
Group. She holds a Bachelor of Arts Degree in Speech Communication from
California State University, Northridge. Prior to joining Pride Business
Development Group in May of 2003, Mrs. Markow founded and helped build a
corporate service company located in Los Angeles, California which acts as a
full service filing agent for small public corporations and offers general
public relations and consulting services to its corporate clients. She continues
to serve as an officer and director of the corporate service company. Since 1993
Mrs. Markow has volunteered her services to the Simon Wiesenthal Center's Museum
of Tolerance located in Los Angeles, California, as both a docent and
facilitator for their Tools For Tolerance Program, dedicated to diversity
training for corporations and educators.
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Certain Relationships and Related Transactions
In the past two fiscal years, there have not been any transactions that
have to be reported.
CERTIFICATE AMENDMENT
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO ESTABLISH A CLASS OF
PREFERRED STOCK
The board of directors unanimously adopted and submitted to and obtained
from the stockholders by written consent of the majority of the holders of
common stock, approval for an amendment to the certificate of incorporation to
authorize the Company to issue up to 10,000,000 shares of preferred stock, par
value $.001 per share. The board of directors believes that the authorization of
the preferred stock is in the Company's and the stockholders' best interests.
Although the board of directors has no current or future plans or commitments to
issue any shares of preferred stock, the board believes that the availability of
such a security may prove especially useful in connection with financing our
capital needs or structuring the growth of the Company. The flexibility vested
in the board to issue shares of preferred stock would, in particular, allow the
board to consider and, if in the best interests of the stockholders, take
advantage of acquisition opportunities. The authorization will enable the board
to act promptly if appropriate circumstances arise which require the issuance of
such shares. Once approved by the stockholders and the certificate of amendment
filed to create the class, no further authorization will be required by the
board to issue shares of preferred stock.
The preferred stock will be issuable in one or more series, each series
having such designations, preferences, and dividend, conversion, redemption,
cumulative, relative, participating, optional and other rights, including voting
rights, qualifications, limitations and restrictions as determined by the board.
Thus, the board of directors will be entitled to authorize the creation and
issuance of up to 10,000,000 shares of preferred stock in one or more series
with such rights, limitations and restrictions as may be determined in the
board's sole discretion, without the expense and delay of a special
stockholders' meeting, except as may be required by our by-laws, applicable law
or stock market or exchange requirements. Many other public companies have
authorized a class of preferred stock with similar features.
The authorization of the shares of preferred stock will not, by itself,
have any effect on the rights of the holders of shares of our common stock.
Nonetheless, the issuance of one or more series of preferred stock could,
depending upon the board's determination of the rights and preferences of the
series of preferred stock, (i) restrict the payment of dividends to holders of
our common stock; (ii) dilute voting power of the holders of common stock to the
extent that the holders of preferred stock are given voting rights; (iii) dilute
the equity interests and voting power of the holders of common stock if the
preferred stock is convertible into common stock; and (iv) restrict the
distribution of assets to the holders of the common stock upon liquidation or
dissolution and until the satisfaction of any liquidation preference granted to
the holders of preferred stock. Although the board has no present intention of
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doing so, it could issue shares of preferred stock that could, depending on the
terms of such series, discourage or make more difficult an attempt to obtain
control of us by means of a merger, tender offer, proxy contest or other means.
When in the board's judgment such action would be in the Company's and the
stockholders' best interest, the issuance of shares of preferred stock could be
used to create voting or other impediments or to discourage persons seeking to
gain control of the Company, for example, by the sale of preferred stock to
purchasers favorable to the board. In addition, the board could authorize
holders of a series of preferred stock to vote either separately as a class or
with the holders of common stock, on any merger, sale or exchange of the Company
assets or any other extraordinary corporate transaction. The existence of the
additional shares could have the effect of discouraging unsolicited takeover
attempts. The issuance of new shares could also be used to dilute the stock
ownership of a person or entity seeking to obtain control of us should the board
consider the action of such entity or person not be in the Company's or the
stockholders' best interests.
The affirmative vote or consent of the holders of a majority of all
outstanding shares of common stock was required for adoption of this proposal.
The form of amendment to the Certificate of Incorporation is set forth in
Appendix A.
On December 10, 2004, two stockholders holding an aggregate of 8,500,000
shares of common stock, representing approximately 74% of the outstanding voting
securities of the Company, executed and delivered to the Company written
consents authorizing and approving the Certificate Amendment.
AVAILABLE INFORMATION
Please read all the sections of the Information Statement carefully. The
Company is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended ("Exchange Act") and in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission ("SEC"). These reports, proxy statements and other information filed
by the Company with the SEC may be inspected without charge at the public
reference section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549. Copies of this material also may be obtained from the SEC
at prescribed rates. The SEC also maintains a website that contains reports,
proxy and information statements and other information regarding public
companies that file reports with the SEC. Copies of these materials may be
obtained from the SEC's website at sec.gov.
INCORPORATION OF INFORMATION BY REFERENCE
The following documents, which are on file with the Commission (Exchange
Act File No. 000-32517) are incorporated in this Information Statement by
reference and made a part hereof:
(i) Annual Report on Form 10-KSB, as amended, for the fiscal year ended
December 31, 2003.
(ii) Information Statement on Schedule 14(f) filed August 3, 2004. (iii)
Schedule 14C filed September 21, 2004. (iv) Quarterly Reports on Form
10-QSB filed May 17, 2004, August 20, 2004 and November 22, 2004.
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(v) Current Report on Form 8-K filed August 24, 2004.
The Company's Registration Statement on Form 10-SB12G, file date April 6,
2000 (File No. 000-32517), which contains descriptions of the Company's Common
Stock commencing on page 30, is also incorporated in this Information Statement
by reference and made a part hereof. The financial statements of the Company,
and management's discussion and analysis sections of the Form 10-KSB noted above
are incorporated by reference and may be found at pages F-1 to F-6 and Item 7
(page 7), respectively.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Information
Statement and prior to the Effective Date shall be deemed to be incorporated by
reference in this Information Statement and shall be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
by reference in this Information Statement and filed with the Commission prior
to the date of this Information Statement shall be deemed to be modified or
superseded for purposes of this Information Statement to the extent that a
statement contained herein, or in any other subsequently filed document which is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Information
Statement.
The Company will provide without charge to each person to whom this
Information Statement is delivered, upon written or oral request of such person,
a copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Written or telephone requests
should be directed to the Company at 15760 Ventura Boulevard, Suite 1020,
Encino, California 91436 (telephone number (866) 868-0461).
PRIDE BUSINESS DEVELOPMENT
HOLDINGS, INC.
Encino, California
December 13, 2004
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Dates Referenced Herein and Documents Incorporated By Reference
Referenced-On Page
This PRE 14C Filing Date First Last Other Filings
4/6/0 8
12/31/3 7 NT 10-K, 10KSB
5/17/4 7 10QSB
8/3/4 7 SC 14F1
8/20/4 7 10QSB
8/24/4 8 4, 8-K
9/21/4 7 DEF 14C
11/22/4 7 10QSB
12/10/4 2 7
12/13/4 2 8
Filed On / Filed As Of 12/15/4
For The Period Ended 12/31/4
Top List All Filings
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