DEFR14C 1 def14rc0514_romantique.htm INFORMATION STATEMENT def14rc0514_romantique.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14C INFORMATION
 
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
 
Check the appropriate box:
 
o Preliminary Information Statement
 
o Confidential, for Use of the Commission Only (as permitted by Rule 14c- 5(d)(2))
 
x Definitive Information Statement
 
Romantique Ltd.

(Name of Registrant as Specified in its Charter)
 
Payment of Filing Fee (Check the appropriate box):
 
o No fee required
o 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.
 
(2) Aggregate number of securities to which transaction applies: N/A.
 
(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.
 
(4) Proposed maximum aggregate value of transaction: N/A.
 
(5) Total fee paid: N/A.
 
o Fee paid previously with preliminary materials.
o 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 number, or the Form or Schedule and the date of its filing.
 
(1) Amount Previously Paid: $0.
 
(2) Form, Schedule or Registration Statement No.: N/A
 
(3) Filing Party: N/A
 
(4) Date Filed: N/A
 
 
 
 

 
 
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF ROMANTIQUE LTD.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT
REQUESTED TO SEND US A PROXY
 
Romantique Ltd.
64 West 48th Street, Suite 1107
New York, New York 10036
 
INFORMATION STATEMENT
 
May 6, 2014
 
INTRODUCTION
 
This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”) of common stock (the “Common Stock”) of Romantique Ltd., a New York corporation (the “Company,” “we,” “our,” “us,” or words of similar import), to notify the Stockholders that on April 23, 2014, the Company received written consent in lieu of a meeting from certain holders of common stock of the Company representing a majority of the shares of common stock of the Company and from the Board of Directors of the Company, in connection with a certain proposed amendment to our Articles of Incorporation.  The Company proposed an amendment that would amend our Articles of Incorporation to change our name from “Romantique Ltd.” to “Maiden Lane Jewelery, Ltd.”
 
The amendment to our Articles of Incorporation was unanimously adopted by written consent of our Board of Directors, and our principal stockholder, Ayin Gimmel, Inc. who owns 5,950,000 shares of our common stock, representing 56.96%  of our outstanding voting securities (the “Majority Stockholder”), effective April 23], 2014. No other votes were required or necessary to adopt the amendments to our Articles of Incorporation, and none is being solicited hereunder. See the captions “Voting Securities and Principal Holders Thereof” and “Vote Required for Approval,” herein.
 
The amendments to our Articles of Incorporation will become effective on the opening of business on May 27, 2014, a date that is at least 21 days from the mailing of this Information Statement to our stockholders.
 
APPROXIMATE DATE OF MAILING: May 6, 2014.
 
REASONS FOR THE ADOPTION OF THE AMENDMENT TO OUR ARTICLES OF INCORPORATION
 
The Company has deemed it in its best interest to change its name from Romantique Ltd. to Maiden Lane Jewelry, Ltd. in order to better reflect the Company’s operations and strategy, and to differentiate itself from another line of jewelry being sold under the name Romantique.
 
NAME CHANGE
 
The Board of Directors and a majority of the Stockholders of the Company have approved the filing of an amendment to our Articles of Incorporation to change the name of the Company from “Romantique Ltd.” to “Maiden Lane Jewelry, Ltd.” in order to better reflect the Company’s operations and strategy and to distinguish itself from other lines of jewelry being sold under the brand “Romantique.”
 
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
 
No director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the amendment to our Articles of Incorporation, which is not shared by all other stockholders.
 
 
 
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
 
Voting Securities
 
The securities that would have been entitled to vote if a meeting was required to have been held regarding the amendment to our Articles of Incorporation consist of shares of our common stock. Each share of our common stock is entitled to one vote. The number of outstanding shares of our common stock at the close of business on April May 6, 2014, the record date for determining our stockholders who would have been entitled to notice of and to vote on the amendment to our Articles of Incorporation, was 10,445,417 shares.
 
Security Ownership of Principal Holders, Officers and Directors
 
The following table sets forth certain information as of April 23, 2014, regarding current beneficial ownership of the shares of our common stock by: (i) each person known by us to own more than 5% of the outstanding shares of our common stock, (ii) each of our executive officers and directors, and (iii) all of our executive officers and directors as a group. Except as noted, each person has sole voting and sole investment or dispositive power with respect to the shares shown. The information presented is based upon 10,445,417 outstanding shares of our common stock.
 
Name and Address
 
Position
 
Number of Shares*
Beneficially Owned
 
Percentage
Of Class
             
Yitzchok Gurary
525 Lefferts Ave.
Brooklyn, NY 11225
 
President, CFO, Chairman of the Board
   
2,000,000
     
19.15
%
                     
Michael Wirth
17 Colvin Road
Scarsdale, NY 10583
 
Chief Executive Officer
   
0
     
0
%
                     
Chaim Zfatman
551 Crown Street
Brooklyn, NY 11213
 
Director
   
0
     
0
%
                     
Shalom Schwartz
669 Crown Street
Brooklyn, NY 11213
 
Director
   
0
     
0
%
                     
Officers and Directors as a Group: 4 people
       
2,000,000
     
19.15
%
                     
Principal Stockholders:
                   
                     
Ayin Gimmel, Inc.(i)
583 Montgomery St.
Brooklyn, NY 11225
       
5,950,000
     
56.96
%
 
(i)
The principal of Ayin Gimmel, Inc. is Levy Raskin.  Mr. Raskin is the brother-in-law of Yitzchok Gurary, President of Romantique Ltd.
 
Changes in Control
 
There are no present contractual arrangements or pledges of our securities that may result in a change in control of the Company.
 
 
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VOTE REQUIRED FOR APPROVAL AND EFFECTIVE DATE
 
New  York Law
 
The elimination of the need for a special meeting of stockholders to approve the Amendments to the Articles of Incorporation and the corporate actions is made possible by Section 615 of the New York Business Corporations Law (the "NYBCL") which provides that the written consent of the holders of 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.   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 the written consent of the holders of a majority in interest of the outstanding common stock of the Company.
 
Resolutions to effect the amendment were unanimously adopted by our Board of Directors and the majority Stockholders on April 23, 2014. The majority Stockholder owns 56.96% of our outstanding voting securities. No other votes or consents are required or necessary to effect the amendment to our Articles of Incorporation.
 
Effective Date of Amendments
 
The effective date of the amendment to our Articles of Incorporation will be on the opening of business on May 27, 2014, or a date that is 21 days from the mailing of this Information Statement to our stockholders, subject to the filing of Articles of Amendment to our Articles of Incorporation with the State of New York, Department of State, Division of Corporations.

 WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
 
We file annual and special reports and other information with the SEC. Certain of our SEC filings are available over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities:
 
Public Reference Room Office
100 F Street, N.E.
Room 1580
Washington, D.C. 20549
 
You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Callers in the United States can also call 1-202-551-8090 for further information on the operations of the public reference facilities.
 
This Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with the actions listed above, pursuant to and in accordance with Rule 14c-2 of the Exchange Act.  Please carefully read this Information Statement.
 
BY ORDER OF THE BOARD OF DIRECTORS
 
/s/ Michael Wirth                   
 
Chief Executive Officer
 
Dated May 6, 2014 
 
 
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Appendix A
 
Certificate of Amendment
To the
Certificate of Incorporation for
ROMANTIQUE LTD.
Pursuant to Section 805 of the Business Corporation Law

It is hereby certified that

1.  
The name of the corporation is ROMANTIQUE LTD.
2.  
The corporation was originally formed under the name RAMANTIQUE JEWELRY LTD.
3.  
The Certificate of Incorporation was filed with the Department of State pursuant to the Business Corporation Law on  September 6, 2012.
4.  
A Certificate of Amendment was filed on October 3, 2012, changing the name of the corporation from Ramantique Jewelry Ltd. to Romantique Jewelry. Ltd.
5.  
A second Certificate of Amendment was filed on December 3, 2012, changing the name of the corporation from Romantique Jewelry Ltd. to Romantique Ltd.
6.  
The Certificate of Incorporation of this Corporation is hereby amended as follows:

Paragraph 1 of the Certificate of Incorporation is amended to read as follows:
 
“1.  The name of the Corporation is:  MAIDEN LANE JEWELRY, LTD.”
 
7.  
The amendment was authorized first by the board of directors followed by written consent of  a majority of all outstanding shares entitled to vote thereon.
8.  
This amendment will become effective as of the 27th day of May 2014.
 
In witness whereof, the undersigned affirms under the penalties of perjury that the statement contained herein are true.

May 6, 2014
 
  /s/ Michael Wirth
  Michael Wirth
Chief Executive Officer