24HOLDINGS Inc – ‘SC 14F1’ on 3/7/00 re: 24HOLDINGS Inc

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Statement re: Change in Majority of Directors   —   Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Statement re: Change in Majority of Directors          7±    31K 


 SCOOP, INC.
 Cyberia House
Church Street, Basingstoke
Hampshire RG21 7QN
United Kingdom

 INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
 AND RULE 14f-1 THEREUNDER

 REPORT OF CHANGE IN MAJORITY OF DIRECTORS
IN CONNECTION WITH TRANSACTION

     This  statement  is being  mailed on or about  March 7, 2000 to  holders of
record on March 3, 2000 (the "Record Date") of shares of common stock, par value
$.001 per share (the "Common  Stock"),  of Scoop,  Inc., a Delaware  corporation
(the  "Company").  This statement is being furnished in connection with a change
in the  majority  of the board of  directors  of the  Company as a result of the
transaction described below.                                                    

     THIS  STATEMENT  IS BEING  PROVIDED FOR  INFORMATIONAL  PURPOSES  ONLY.  NO
PROXIES ARE BEING SOUGHT HEREBY AND STOCKHOLDERS ARE NOT BEING ASKED TO TAKE ANY
ACTION IN CONNECTION HEREWITH.                                                  

     As of the Record Date, there were 66,795,457 shares of the Company's Common
Stock  outstanding,  being the only class of voting securities  outstanding that
would be entitled to vote for directors at a stockholder  meeting if one were to
be held. Each share of Common Stock is entitled to one vote.                    

DESCRIPTION OF TRANSACTION                                                      

     As previously reported by the Company in its Quarterly Report on Form 10QSB
for  the  quarterly  period  ended  June  30,  1998  (filed  August  14,  1998),
incorporated  herein by this  reference,  on July 31, 1998,  the Company filed a
voluntary  petition  commencing  a case under  Chapter  11 of the United  States
Bankruptcy Code in the United States  Bankruptcy  Court for the Central District
of California (the "Bankruptcy  Court") as Case No. SA 98-20799 RA. On April 23,
1999, the Company entered into a Stock Purchase Agreement,  (the "Stock Purchase
Agreement"),  with InfiniCom AB (publ),  a company  organized and existing under
the laws of the Kingdom of Sweden  ("InfiniCom"),  pursuant  to which  InfiniCom
agreed to acquire  such number of newly  issued  shares of Common Stock which in
the aggregate  would represent  approximately  91% of the issued and outstanding
Common Stock on a fully  diluted basis (the  "Acquired  Shares") in exchange for
100% of the issued and  outstanding  ordinary shares of 0.10 Pound Sterling each
(the "24STORE Stock") of 24STORE.com  Limited, a company  incorporated under the
laws  of  England  and  Wales  ("24STORE").   As  additional  consideration  for
InfiniCom's  acquisition of the Acquired Shares (the  "Acquisition"),  and as an
incentive  for the creditors of the Company to approve and support the foregoing
transaction  as a part of the  bankruptcy  process,  InfiniCom  paid  the sum of
$225,000,  plus  interest  thereon,  to the  Company  to be used for  payment to
holders  of all  allowed  general  unsecured  claims  to  the  extent  that  the
bankruptcy  estate of the  Company was  insufficient  to pay in full the allowed
amount. Under the terms of the Stock Purchase Agreement, InfiniCom agreed to pay
an additional  sum of up to $125,000 to the Company to reimburse the Company for
certain  transaction  costs associated with the negotiation,  documentation  and
consummation of the Acquisition.                                                

     On  July  23,  1999,   the  Company  filed  its  Second   Amended  Plan  of
Reorganization  (the "Plan") and a related Second Amended  Disclosure  Statement
(the "Disclosure  Statement") with the Bankruptcy  Court. The Plan  contemplated
that  upon  its  confirmation  the  Acquisition  would  be  consummated  and the
Disclosure  Statement contained material  information  concerning  InfiniCom and
24STORE.  By an order dated August 5, 1999,  the  Bankruptcy  Court approved the
Disclosure  Statement as  containing  adequate  information  and the  Disclosure
Statement  and the Plan were then  distributed  to the  Company's  creditors and
shareholders  for  approval,  which was  subsequently  obtained.  As  previously
announced by the Company in a press  release dated October 1, 1999, on September
30,  1999  the  Plan  was  confirmed  by  order  of the  Bankruptcy  Court  (the
"Confirmation Order").  Pursuant to the Confirmation Order, the Bankruptcy Court
approved the Plan and the Stock Purchase Agreement on October 5, 1999.          

     As of December 7, 1999, in accordance  with the Plan and the Stock Purchase
Agreement, as modified by the Agreement dated as of November 1, 1999 between the
Company  and  InfiniCom,  InfiniCom  had  acquired  from the  Company a total of
60,783,219  shares  of Common  Stock in  exchange  for the  24STORE  Stock  (the
"Closing").   The  aggregate  amount  of  Common  Stock  acquired  by  InfiniCom
represents approximately 91% of the 66,795,457 shares of Common Stock issued and
outstanding immediately following the Closing.  Following the Closing, InfiniCom
transferred a total of 2,231,658 shares of Common Stock to lenders in accordance
with  financing  arrangements  previously  entered into by InfiniCom in order to
raise working capital,  resulting in an ownership of the Company by InfiniCom of
approximately 88%.                                                              

     Effective as of January 14, 2000, Rand Bleimeister, the then sole remaining
director of the Company,  resigned as a director.  As of such date,  the Company
did not have any serving directors or officers.  On the date of this information
statement,  by way of  written  consent  in  lieu  of a  shareholders'  meeting,
InfiniCom,  as majority  shareholder  of the Company,  elected  Larsake  Sandin,
Lennart  Orkan and Akbar  Seddigh as  directors of the  Company.  The  foregoing
change in the  composition  of the Board has  resulted in a change in control of
the Company.                                                                    

NEW DIRECTORS                                                                   

     The following table sets forth certain  information with respect to each of
the  persons  who has become a  director  of the  Company on the date  hereof in
connection  with  the   consummation  of  the   transactions   described  above.
Immediately  prior to the election of the following new  directors,  the Company
did not have any serving directors.                                             

NAME                                 AGE            POSITION                    

Larsake Sandin                       50             Director, Chairman          
Lennart Orkan, Ph.D.                 55             Director                    
Akbar Seddigh                        56             Director                    

The business experience of the new directors is as follows:                     

NAME                  BUSINESS EXPERIENCE                                       

Larsake Sandin        Larsake  Sandin,   Chairman  of  the  Board,  has  approx-
                      imately   twenty-five  (25)  years  of  experience  in the
                      information  technology  field as  founder,  director  and
                      manager of several companies in Sweden, the United Kingdom
                      and  the  United  States.  Mr.  Sandin  is  currently  the
                      Founding  Director and a Business  Consultant  of Acom CMC
                      Ltd in London,  the Founding  Director of The Server Group
                      in  Scandinavia  Stockholm,  also  located in London,  the
                      Chairman of the Board of Ergonomic Office Systems AS, 24IT
                      AB and  InfiniCom AB, the majority  shareholder  of Scoop,
                      Inc.  From 1976 until 1989,  Mr. Sandin served as Business
                      Manager of AB Programator, a company located in Stockholm.
                      From 1989 until 1991, Mr. Sandin was the Managing Director
                      of Philips Tele & Data  Systems,  a subsidiary  of Philips
                      Norden  AB of  Stockholm,  in which  capacity  Mr.  Sandin
                      accomplished a significant  restructuring  of the company.
                      From 1992 until 1995,  Mr.  Sandin was employed by Digital
                      Equipment Corporation, where he was the Director of Retail
                      Banking  Worldwide  in Boston,  the  Director of Financial
                      Industry  Expertise  Center  Europe  in  London,  and  the
                      Director  of  Retail  Banking  Europe  in  Stockholm.   In
                      addition to his employment experience, Mr. Sandin has been
                      and  continues  to be a  director  of  many  publicly  and
                      privately  held  companies  in  Sweden.  In the past,  Mr.
                      Sandin  was the  Chairman  of the Board of  Philips  Radio
                      Communications  AS, Digital Equipment BCFI AB, Rostvold AS
and Ericsson-Programatic AB.        

Lennart Orkan, Ph.D.  Lennart Orkan, Director, has approximately twenty-six (26)
                      years experience in business and banking.  Currently,  Mr.
                      Orkan  is  the  President   and  CEO  of  Strator   B.D.N.
                      International AB, a company based in Sweden which provides
                      consulting  services  to public and private  companies  on
                      mergers  and  acquisitions,  recapitalization,  and  other
                      forms of corporate  reorganization.  The Strator Group has
                      subsidiary  companies and  affiliates in North America and
                      in a number of European  countries.  Mr. Orkan is also the
                      founder and the majority owner of the company. Since 1980,
                      Mr.  Orkan has been the  Chairman  of the  Board  and/or a
                      Board Member of  approximately  50 medium-sized  and large
                      Scandinavian and foreign private  corporations.  From 1974
                      until  1980,  Mr.  Orkan  was the head of the two  largest
                      departments  of the Swedish  Savings Bank  Association  in
                      addition  to being  the  General  Manager  of the  Swedish
                      Savings  Banks  Institute  and  the  vice-Chairman  of the
                      International    Savings   Bank   Institute   in   Geneva,
                      Switzerland.  From  1980  until  1984,  Mr.  Orkan was the
                      General  Manager of  Lantbrukets  Utredningsinstitut,  the
                      Swedish  Institute  for   Agro-Business   Development  and
                      Research,   a  highly  respected  research  institute  and
                      consulting   group  for  economic   studies  and  business
                      development  services.  From 1984 until  1985,  Mr.  Orkan
                      served as the President and CEO of the Cooperative Bank of
                      Sweden West, the largest  cooperative bank in Sweden. From
                      1985 until 1988,  Mr. Orkan was the  President  and CEO of
                 Praktikertjanst AB, the dominating group in the areas
                      of private  health and dental care and  medical  technical
services in Scandinavia.            

Akbar Seddigh         Akbar Seddigh,  Director,  has  approximately  twenty-five
                      (25) years  experience in the business  field.  Currently,
                      Mr.  Seddigh is the Chairman of the Board and President of
                      Ortivus US, Inc.;  the Chairman of the Board of ELEKTA AB,
                      Cascade Computing AB, Neoventa AB and Samba Sensor AB; and
                      Board Member of Nordbanken,  Taby,  Affarsstrategerna  AB,
                      Artimplant  AB,  and  Minidoc  AB  in  addition  to  other
                      responsibilities.  From 1976  through  1981,  Mr.  Seddigh
                      worked as the chief  Executive  Officer of a subsidiary of
                      The Swedish  Atomic Energy.  In 1985, Mr. Seddigh  founded
                      Ortivus  AB and acted as Chief  Executive  Officer  of the
                      company until November,  1999.  Since  November,  1999 Mr.
                      Seddigh has acted as Vice Chairman in addition to his role
                      on the Board of Directors  of the company.  Ortivus AB was
                      listed on the Stockholm  Stock  Exchange in January,  1997
                      and  deals in  devising  new  medical  concepts  including
                      Myocardial    Ischemia   Dynamic   Analysis   (MIDA)   and
telemedicine (Mobimed).             

STANDING AUDIT, NOMINATING AND COMPENSATION COMMITTEES                          

     At present,  the Board of Directors  has no standing  audit,  nominating or
compensation committees or committees performing similar functions.             

LEGAL PROCEEDINGS                                                               

     The Company is not a party to any pending or to the best of its  knowledge,
any  threatened  legal  proceedings.  No  director,  officer or affiliate of the
Company,  or owner of record or of more than five percent (5%) of the securities
of the  Company,  or any  associate  of any such  director,  officer or security
holder is a party adverse to the Company or has a material  interest  adverse to
the Company in reference to pending litigation.                                 

MEETINGS OF THE BOARD OF DIRECTORS                                              

     The Board of Directors of the Company did not hold any meetings  during the
last fiscal year.                                                               

CHANGE IN CONTROL                                                               

     The Company is not aware of any existing arrangements which may result in a
change in control of the Company.                                               

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the directors and executive officers of the Company and persons who beneficially
own more than ten  percent of the  Company's  Common  Stock  (collectively,  the
"Reporting  Persons")  to report  their  ownership  of and  transactions  in the
Company's   Common  Stock  to  the  Securities  and  Exchange   Commission  (the
"Commission").  Copies of these  reports are also required to be supplied to the
Company. To the Company's knowledge,  during the fiscal year ending December 31,
1999 the Reporting Persons complied with all applicable  Section 16(a) reporting
requirements,  except  that  InfiniCom,  who  became  an owner of more  than ten
percent of the Company's Common Stock during such fiscal year,  failed to file a
report on Form 3 on a timely basis. InfiniCom will file its Form 3 promptly upon
the filing of this information statement.                                       

EXECUTIVE COMPENSATION                                                          

Summary Compensation Table.                                                     

     The  following  table  sets  forth  compensation  earned,  whether  paid or
deferred,  during the fiscal years ended December 31, 1999, 1998 and 1997 by the
Company's  Chief  Executive  Officer and the  Executive  Officers of the Company
whose compensation was $100,000 or greater during the fiscal year ended December
31, 1999 (collectively, the "Named Executive Officers").                        

                                                        [Enlarge/Download Table]
                                                 Annual          Long-Term Compensation                
                                            Compensation (1)             Awards                        
                                                                ------------------------               
                                                                                                       
                                                                Restricted    Securities     All Other 
                                             Salary      Bonus     Stock      Underlying   Compensation
Name and Principal  Position         Year      ($)        ($)   Awards ($)    Options (#)       ($)    

Rand Bleimeister(2) Chairman of      1999  $  3,741     $ --       $ --          $ --          $ --    
                    the Board,       1998   132,695       --         --            --            --    
                    Chief Executive  1997    56,344       --         --       350,000            --    
                    Officer and                                                                        
                    Chief Financial                                                                    
                    Officer                                                                            

(1)  No executive  officer  received  compensation of $100,000 or greater during
the fiscal year ended December 31, 1999.                              

(2)  Mr.  Bleimeister  joined  the  Company  on  September  2, 1997 and thus his
     compensation  for 1997  reflects a partial year of service.  As the Company
     commenced its Chapter 11  proceedings  in July of 1998,  Mr.  Bleimeister's
     compensation for 1998 reflects a partial year of service.  However,  during
     the latter half of 1998 and during 1999 Mr.  Bleimeister was compensated at
     the  hourly  rate of $125  for the  first 10 hours of the week and $105 per
     hour for any hour over ten for  services  rendered in  connection  with the
     Chapter 11 case. Thus, Mr.  Bleimeister's  1998 salary reflects his partial
     salary plus the  consulting  fees earned  throughout  the  remainder of the
     year.  Mr.  Bleimeister  resigned  from all  positions  with the Company on
January 14, 2000.                                                     

OPTION GRANTS IN LAST FISCAL YEAR                                               

The Company did not grant any options during the last fiscal year.    

EMPLOYMENT AGREEMENTS                                                           

The Company is not currently a party to any employment agreements.    

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                  

     The  following  table  sets  forth  information,  as of  the  Record  Date,
concerning  the  Common  Stock of the  Company  beneficially  owned  (i) by each
director and each Named Executive Officer of the Company,  (ii) by all directors
and executive  officers of the Company as a group and (iii) by each  stockholder
known  by  the  Company  to be the  beneficial  owner  of  more  than  5% of the
outstanding  Common Stock. The beneficial owners named have, to the knowledge of
the  Company,  sole  voting and  dispositive  power  with  respect to the shares
beneficially owned, subject to community property laws where applicable.        

                                                   Shares Beneficially Owned
Name                                                   Shares         Percent   
----                                                   ------         -------   
InfiniCom AB (publ)                                                             
Gustavslundsvagen 151A                                                          
S-16751 Bromma                                                                  
Sweden....................................           58,551,561         87.66   

Rand Bleimeister                                                                
1800 Century Park East                                                          
Los Angeles, California 90067.............               59,626          0.09   

Larsake Sandin                                                                  
Frensham Court, Summerfield Lane                                                
Surrey GU10 3AN                                                                 
England...................................                    0             0   

Lennart Orkan                                                                   
Foreningsvagen 2                                                                
SE-13237 Saltsjo-Boo                                                            
Sweden....................................                    0             0   

Akbar Seddigh                                                                   
Centralvagen 18                                                                 
18357 Taby                                                                      
Sweden....................................                    0             0   

All executive officers and                                                      
directors as a group (4 persons)..........               59,626          0.09   

     The  following  table  sets  forth  information,  as of  the  Record  Date,
concerning the common stock of InfiniCom beneficially owned (i) by each director
and each Named  Executive  Officer of the  Company,  (ii) by all  directors  and
executive officers of the Company as a group and (iii) by each stockholder known
by the  Company to be the  beneficial  owner of more than 5% of the  outstanding
Common Stock. The beneficial owners named have, to the knowledge of the Company,
sole voting and dispositive power with respect to the shares beneficially owned,
subject to community property laws where applicable.                            

                                                     Shares Beneficially Owned
Name                                                   Shares         Percent   

InfiniCom AB (publ)                                                             
Gustavslundsvagen 151A                                                          
S-16751 Bromma                                                                  
Sweden....................................              N/A             N/A     

Rand Bleimeister                                                                
1800 Century Park East                                                          
Los Angeles, California 90067.............              0                0      

Larsake Sandin                                                                  
Frensham Court, Summerfield Lane                                                
Surrey GU10 3AN                                                                 
England...................................           199,999           1.48     

Lennart Orkan                                                                   
Foreningsvagen 2                                                                
SE-13237 Saltsjo-Boo                                                            
Sweden....................................              0                0      

Akbar Seddigh                                                                   
Centralvagen 18                                                                 
18357 Taby                                                                      
Sweden....................................              0                0      

All executive officers and directors                                            
as a group (4 persons)....................           199,999           1.48     

SUBMITTED BY:                                                                   

/s/Larsake Sandin                                                               
-------------------------                                                       
Larsake Sandin                                                                  
Chairman of the Board                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14F1’ Filing		Date		Other Filings
Filed on:		3/7/00
		3/3/00
		1/14/00
		12/31/99		10-K,  NT 10-K
		12/7/99
		11/1/99
		10/5/99
		10/1/99
		9/30/99
		8/5/99
		7/23/99
		4/23/99
		12/31/98
		8/14/98		10QSB
		7/31/98
		6/30/98		10QSB
		12/31/97		10KSB,  10KSB40,  10KSB40/A
		9/2/97
				List all Filings