Free Money!!! EUPA
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
EUPA INTERNATIONAL CORPORATION
(Name of the Issuer)
EUPA INTERNATIONAL CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
298414103
(CUSIP Number of Class of Securities)
Victor Yang, Chairman
Special Executive Committee of the Board of Directors
EUPA International Corporation
89 North San Gabriel Boulevard
Pasadena, California 91107
(626) 793-2688
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
Copies to:
Jonathan R. Hodes, Esq.
Albert P. Asatoorian, Esq.
Stubbs Alderton & Markiles, LLP
15260 Ventura Blvd., Suite 2000
Sherman Oaks, California 91403
(818) 444-4500
and
Paula Winner Barnett, Esq.
17967 Boris Drive
Encino, California 91316
(818) 776-9881
This statement is filed in connection with (check the appropriate box):
(a) [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
(b) [ ] The filing of a registration statement under the Securities Act of
1933.
1
<PAGE>
(c) [ ] A tender offer.
(d) [X] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
CALCULATION OF FILING FEE
<TABLE>
<S> <C> <C> <C>
Transaction valuation(1) $705,014 Amount of Filing Fee(2) $141.00
</TABLE>
(1) The transaction valuation was determined by multiplying 1,762,537, the
maximum number of shares that may be redeemed and cancelled by the issuer,
by $0.40, the price being paid in this transaction.
(2) Determined pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of
1934, as amended, by multiplying the transaction valuation by one fiftieth
of one percent.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount previously paid: ________________________________________________________
Form or Registration No.: ______________________________________________________
Filing Party: __________________________________________________________________
Date Filed: ____________________________________________________________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THIS TRANSACTION, PASSED UPON THE MERITS
OF THIS TRANSACTION, OR PASSED UPON THE ACCURACY OR ADEQUACY OF THE DISCLOSURE
IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "SCHEDULE
13E-3") is being filed by EUPA International Corporation, a Nevada corporation
(the "COMPANY"), with the Securities and Exchange Commission (the "COMMISSION")
under Section 13(e) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT"), and Rule 13e-3 promulgated thereunder, in connection with a
"going private" transaction. The Company plans to terminate its public reporting
obligations under the Exchange Act by decreasing the authorized number of the
Company's shares of common stock, $0.001 par value (the "COMMON STOCK") from
25,000,000 to approximately 2,500 shares, and effecting a reverse stock split at
a ratio of approximately one to 9,999 (the "SPLIT"). The final ratio of the
Split will be determined by the Company's Board of Directors immediately before
consummating the Split. In the Split, the holders of the Company's Common Stock
will receive one share of Common Stock for each 9,999 shares they hold
immediately before the effective date of the Split. Stockholders of record as of
the close of business on the date immediately before the information statement
is mailed to stockholders will be entitled to receive notice of the Split and
the information statement attached as Exhibit (a)(3) to this Schedule 13E-3.
Those stockholders who, immediately following the Split, would hold a
fraction of a share of Company Common Stock, in lieu of receiving a fractional
share, will be paid an amount, in cash, equal to $0.40 per each share of Common
Stock held by such stockholder immediately before the Split that would have been
converted into a fractional share. Stockholders who own fewer shares than the
amount of the Split ratio on the effective date of the Split will no longer be
stockholders of the Company. These
2
<PAGE>
stockholders who will be fully cashed out as a result of the Split own, in the
aggregate, less than 10% of the Common Stock outstanding immediately before the
Split. Following the Split, the Company will have substantially fewer than 500
stockholders of record and will, consequently, be eligible to deregister its
Common Stock under the Exchange Act. Stockholders who receive cash in lieu of
fractional shares will be entitled to appraisal rights for the "fair value" of
their fractional share under Nevada law.
Under Nevada law and the Articles of Incorporation of the Company, the
board of directors of the Company (the "BOARD") may amend the Company's Articles
of Incorporation to implement the Split without the approval of the
stockholders. Therefore, the Company is not seeking stockholder approval for
these actions and no vote is sought in connection with these actions. The
provisions of the Nevada Business Combinations statute containing Nevada's anti
takeover laws are not applicable to the Split or the planned merger (discussed
below) because more than three years has elapsed since Tsann Kuen Enterprise
Co., Ltd., a corporation organized and existing under the laws of the Republic
of China ("TKE"), the majority stockholder of the Company (as an "interested
stockholder"), acquired its shares in the Company, and because the transaction
in which TKE became an interested stockholder was approved by the board of
directors of the Company before TKE became an interested stockholder.
After the Company completes the Split and has fewer than 500 stockholders,
the Company intends to terminate the registration of its Common Stock under the
Exchange Act, after which time the Company will no longer be subject to the
reporting requirements under the Exchange Act. Approximately three [to six]
months following this deregistration, the Company understands that TKE intends
to consummate a merger transaction, pursuant to which the Company will be merged
with TKE or an affiliate of TKE. In the planned merger, all shares held by the
remaining stockholders of the Company (other than TKE and its wholly-owned
subsidiary, Tsann Pao Co.) will be cancelled in exchange for a cash payment of
at least $0.40 per share. The planned merger will require the vote or consent of
the Company's stockholders and the Company plans to provide stockholders with
any information that may be required under Nevada law. Since the Company will
not be subject to the reporting or proxy requirements under the Exchange Act,
the Company will not be required to file any reports or other documents under
the Exchange Act in connection with the merger transaction.
The terms and conditions of the Split and additional information concerning
the planned merger transaction are set forth in the information statement
attached as Exhibit (a)(3) to this Schedule 13E-3 (the "INFORMATION STATEMENT").
The information contained in the Information Statement, including all exhibits
thereto, is hereby expressly incorporated herein by reference.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Information Statement under the heading
"Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and address. The information set forth in the Information
Statement under the heading "Introduction - The Company" is incorporated herein
by reference.
(b) Securities. The information set forth in the Information Statement
under the heading "Introduction - The Company Securities" is incorporated herein
by reference.
(c) Trading and Market Price. The information set forth in the Information
Statement under the heading "Introduction - The Company Securities" is
incorporated herein by reference.
(d) Dividends. The information set forth in the Information Statement under
the heading "Introduction - The Company Securities" is incorporated herein by
reference. |
