PREM14C 1 iaeg-prem14c.txt PRELIMINARY INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14(C) INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER CHECK THE APPROPRIATE BOX: [ X] PRELIMINARY INFORMATION STATEMENT [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14(C)-5(D)(2)) [ ] DEFINITIVE INFORMATION STATEMENT I.A. EUROPE GROUP, INC. ----------------------- (Exact name of registrant as specified in its corporate charter) Commission File No. 0-31705 DELAWARE 91-2007477 -------- ---------- (State of Incorporation) (IRS Employer Identification No.) 901 Ponce de Leon Boulevard, Suite303 Coral Gables, Florida 33134 --------------------------- (Address of principal executive offices) (305) 476-1807 -------------- (Issuer's telephone number) -------------------------------------------------------------------------------- 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: COMMON STOCK, $0.001 PAR VALUE -------------------------------------------------------------------------------- 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 FILING. 1) AMOUNT PREVIOUSLY PAID: -------------------------------------------------------------------------------- 2) FORM, SCHEDULE OR REGISTRATION NO.: -------------------------------------------------------------------------------- 3) FILING PARTY: -------------------------------------------------------------------------------- 4) DATE FILED: -------------------------------------------------------------------------------- I.A. EUROPE GROUP, INC. INTRODUCTION This Information Statement is being delivered on or about December 16, 2002 to the holders of shares of common stock, par value $0.001 (the "Common Stock") of I.A. Europe Group, Inc. (the "Company"), formerly known as General Telephony.com, Inc. You are receiving this Information Statement in connection with the appointment of a new member to the Company's board of directors and the merger of the Company into its former parent, General Telephony.com, Inc., a Nevada corporation ("GTI") for purposes of changing the name and domicile. On July 12, 2002, I. A. Europe, Inc. purchased approximately 95.8% of GTI's issued and outstanding Common Stock or a total of 2,886,000 shares of Common Stock from existing stockholders for an aggregate purchase price of $550,000. As a condition to closing the transaction, Ms. Melissa Fernandez, who previously served GTI as a director and corporate secretary, resigned. In addition, Mr. David D. Selmon, Jr. who served GTI as a director, president, chief executive officer, chief financial officer and treasurer, also agreed to resign as an officer effective July 12, 2002. Although Mr. Selmon had previously agreed to resign as a director effective 10 days after the filing of this Information Statement, he tendered his resigned as of July 17, 2002 due to other commitments. Mr. Victor Minca, chief executive officer of GTI, replaced Ms. Fernandez as a director and became president, secretary and treasurer of GTI. On December 6, 2002, GTI merged into the Company and changed its name to "I. A. Europe Group, Inc." and its domicile from Nevada to Delaware. In compliance with Section 14(f) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 14f-1 thereunder, following 10 days from the date of mailing of this Information Statement, the directors of the Company will be as described below: Victor Minca Chairman of the board Mario Garcia Director CHANGE OF NAME AND DOMICILE On December 6, 2002, the Company merged with GTI thereby changing the Company's name from General Telephony.com, Inc. to I. A. Europe Group, Inc. and its domicile from Nevada to Delaware. Such merger was recommended and approved by unanimous consent of the board of directors of GTI (consisting of Mr. Minca) and by a majority of the voting power of GTI by consent in accordance with Delaware and Nevada law. The merger did not change any rights of the holders of Common Stock except to the extent Delaware law differs from Nevada law. Each share of GTI Common Stock and preferred stock automatically converted into a share of Common Stock or preferred stock of the Company. The number of shares of the Common Stock and the preferred stock of the Company outstanding is equal to the number of shares of Common Stock and preferred stock of GTI which were outstanding prior to the merger. 1 In connection with such action, the Company is notifying its stockholders that: (i) a majority of the voting power of GTI's stockholders authorized the merger of GTI with and into the Company in accordance with the agreement and plan of merger attached as Exhibit 1; (ii) as a result, stockholders of GTI may dissent from such action pursuant to Nevada Revised Statutes ("NRS") Section 92A.380 and in accordance with NRS Section 92A.410(2) may obtain payment of fair value for his, her or its shares of GTI; (iii) if any GTI stockholder desires to obtain fair value, he, she or it must send a demand to the Company in compliance with NRS 92A.440 and his, her or its certificate representing such GTI shares to the Company at 901 Ponce de Leon Boulevard, Coral Gables, Florida 33134, attention: Victor Minca, President; (iv) pursuant to NRS Section 92A.450(1), transfer of any uncertificated GTI shares will be restricted from the date any such shareholder demand is received by the Company; (v) pursuant to NRS Section 92A.430(2)(c), any demand for payment must be in the form attached hereto as prescribed by Nevada law; (vi) any GTI stockholder demand for payment must be received by the end of business on January 30, 2003, and (vii) pursuant to NRS Section 92A.430(2)(e) copies of NRS Section 92A.300 through and including NRS Section 92A.500 are also enclosed. YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF Voting Securities of the Company -------------------------------- On December 6, 2002, there were 3,011,300 shares of Common Stock issued and outstanding and each share of Common Stock entitles the holder thereof to one vote. There were also 2,000 shares of Series A preferred stock issued and outstanding and each such share entitles the holder thereof to 25,000 votes per share on each matter that may come before a meeting of the stockholders. Security Ownership of Certain Beneficial Owners and Management -------------------------------------------------------------- The following table sets forth, as of December 6, 2002, certain information with respect to the Company's equity securities owned of record or beneficially by (i) each officer and director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company's outstanding equity securities; and (iii) all directors and executive officers as a group.
Amount and Nature of Name and Address of Beneficial Percent Title of Class Beneficial Owner(1) Ownership of Class No. of Votes -------------- ------------------- --------- -------- ------------ Common Stock I.A. Europe, Inc. 2,886,000 95.8 % 2,886,000 301 Ponce de Leon Suite 303 Miami, FL 33134 Common Stock Victor Minca (2) 2,886,000 95.8 % 2,886,000 Series A Preferred Victor Minca 2,000 100% 50,000,000 Stock
2 (1) Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act and unless otherwise indicated, represents securities for which the beneficial owner has sole voting investment power or has the power to acquire such beneficial ownership within 60 days. (2) Mr. Minca, as chief executive officer of I. A. Europe, Inc., may be deemed a beneficial owner of the Common Stock of the Company. He disclaims beneficial ownership. Change in Control ----------------- On July 12, 2002, I. A. Europe, Inc. acquired 2,886,000 shares of Common Stock from certain stockholders of GTI, predecessor of the Company, in a private transaction. Through this purchase, I. A. Europe, Inc. acquired control of GTI. Prior to the merger of GTI into the Company, Mr. Minca acquired control of GTI on December 6, 2002 upon the issuance of the Series A Preferred Stock referred to above. See "Certain Relationships and Related Transactions". Directors and Executive Officers -------------------------------- The following table sets forth the name and age of the persons who will be directors and executive officers of the Company effective 10 days after the mailing of this Information Statement. The executive officers of the Company are elected annually by the board of directors. The directors serve one year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the board of directors. Unless described below, there are no family relationships among any of the directors and officers.
Name Age Position(s) ---- --- ----------- Victor Minca 64 Chief executive officer, president, secretary, chairman of the board of directors John McAuliffe 64 Chief financial officer and treasurer Mario Garcia 41 Director (10 days after the mailing of this Information Statement)
3 VICTOR MINCA founded I. A. Europe, Inc. in March of 1999, and is its chief executive officer and chairman of the board of directors. Effective July 12, 2002, he began serving the positions referred to in the above table. He is also the founder and editor of "Made in 2001", an international magazine written in English, Italian and Spanish published by the Parent. Previously, Mr. Minca was self-employed as a fashion and advertising photographer for international magazines and advertising agencies in Australia, Asia, Africa, North and South America, from 1963 to 1980. From 1980 to 1991, he was a general manager for General Development Corp., a major United States land developer, where he was responsible for sales and marketing. JOHN McAULIFFE has been chief financial officer of the Company since December 6, 2002 and of I. A. Europe, Inc. since July 2002. From August 1989 to December 2000, he worked as controller for a privately held company, Appliance Doctor of Central Florida, Inc. Concurrently, he worked as an adjunct professor for Valencia Community College. Later in January 2001, he rejoined Valencia College as a professor of business where he currently teaches on a part-time basis. MARIO GARCIA has been a director of I. A. Europe, Inc. since February 2002. Mr. Garcia has been a partner with several Florida law firms. Since December 1999, he has been a member of the firm of Mario Garcia, P.A. From August 1995 through December 2000 he was a member of LaFevre & Garcia, P.A, and from January 1992 through December 1999, Mr. Garcia was a partner of Pappas & Garcia, P.A. During the Fall of 1999, Mr. Garcia was a visiting professor of business law at the Valencia Community College, West Campus in Orlando Florida. Mr. Garcia graduated from Columbia University School of Law in 1987. EXECUTIVE COMPENSATION As a result of the Company's limited available cash no officer or director received compensation during the fiscal year ended 2001. AUDIT COMMITTEE The board of directors does not have an audit committee, nominating committee or compensation committee or any committees performing similar functions. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On July 12, 2002, Mr. Minca became president, secretary, treasurer and a director of GTI. On December 6, 2002, prior to GTI's merger into the Company, 2000 shares of Series A Preferred Stock were authorized by GTI to be issued to Mr. Minca the Company's president as alternate compensation in lieu of full salary pursuant to an employment agreement by and between Mr. Minca and the Company dated November 27, 2002. 4 COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Exchange Act requires the Company's directors and executive officers and persons who own more than ten percent of a registered class of the Company's equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, none of the officers, directors or stockholders of the Company was delinquent in any necessary filings under Section 16(a). EXECUTIVE OFFICERS AND DIRECTORS Coincident with the merger, the Company assumed GTI's obligations under an employment agreement by and between GTI and Mr. Minca. Until such time as the Company generates monthly revenue in excess of $250,000 for three consecutive months, Mr. Minca's annual salary shall be $75,000. In exchange for Mr. Minca's receiving a lower annual salary, GTI issued him 2,000 shares of Series A preferred stock of GTI which was converted into 2,000 shares of Series A preferred stock of the Company upon the merger of GTI into the Company. The following table sets forth certain information concerning the granting of incentive stock options during the last completed fiscal year to each of the name executive officers and the terms of such options. TABLE 2 Option/SAR Grants in the Last Fiscal Year Individual Grants Number of % of Total Securities Options/SAR Underlying Granted to Exercise Options/SARs Employees in or Base Price Name Granted (#) Fiscal Year ($/Share) Expiration David Selmon 0 0 0 0 Melissa Fernandez 0 0 0 0 5 The following table sets forth certain information concerning the exercise of incentive stock options during the last completed fiscal year by each of the named executive officers and the fiscal year-end value of unexercised options on an aggregated basis: TABLE 3 Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
Value of Number of Unexercised Unexercised In-the-Money Options/SARs Options/SARs Shares at FY-End (#) At FY-End Acquired Value Realized Exercisable/ Exercisable/ Name on Exercise (#) ($) Unexercisable Unexercisable David Selmon 0 0 0 0 Melissa Fernandez 0 0 0 0
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 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. AVAILABLE INFORMATION The public may read and copy any materials filed by our Company with the Commission at the Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. Reports, proxy and information statements, and other information regarding our Company and other issuers that file reports electronically with the Commission may be viewed at http://www.sec.gov. Index to Exhibits 1 Agreement and Plan of Merger 2 Demand Letter 3 Nevada Revised Statutes Section 92A.300 to 92A.500, inclusive Dated: December 16, 2002 By order of the Board of Directors Victor Minca, President 6