SEC Info - Americhip International Inc - ‘8-K’ for 3/22/03

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Americhip International Inc – ‘8-K’ for 3/22/03 – EX-20.1

On: Tuesday, 4/8/03, at 5:07pm ET · For: 3/22/03 · Accession #: 1050502-3-315 · File #: 0-33127

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/08/03  Americhip International Inc       8-K:1,2,5,7 3/22/03    4:102K                                   Ace Filings/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         8     38K 
 2: EX-2.1      Agreement                                             26     94K 
 3: EX-2.2      Agreement                                              2     11K 
 4: EX-20.1     Information Statement                                  8     37K

EX-20.1 — Information Statement
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Change in Control
1	1st Page - Filing Submission
3	Change in Control

EX-20.1 1st Page of 8 TOC ↑Top Previous Next ↓Bottom Just 1st
EXHIBIT 20.1

SOUTHBORROUGH VENTURES, INC.

----------------------------

INFORMATION STATEMENT

This Information Statement is being mailed, on or about March 12, 2003, by
Southborrough Ventures, Inc., a Nevada coporation (the "Company"), to the
holders of record of common stock, par value $.001 per share ("Common Stock").
You are receiving this Information Statements in connection with the intended
appointment of three (3) new members to the Company's Board of Directors.

On February 27, 2003, the Company entered into an Agreement and Plan of
Reorganization (the "Reorganization Agreement"), which sets forth the terms and
conditions of a proposed business combination of the Company and Americhip
Ventures, Inc., a Michigan corporation ("AVI"). Pursuant to the Reorganization
Agreement, AVI will exchange one hundred (100%) percent of its issued and
outstanding shares for sixty million (60,000,000) shares of the common stock of
the Company, with the Company as the surviving corporation. AVI will, as a
result, become a wholly-owned subsidiary of the Company. It is currently
anticipated that the consummation of the Reorganization will occur ten (10) days
after the date this Information Statement is first mailed to the Company's
stockholders.

It is presently anticipated that upon consummation of the Reorganization,
the current members of the Board of Directors of the Company will resign, and
that David Howard, Marc Walther and Edward Rutkowski will each be appointed to
the Board of Directors of the Company. Therefore, it is presently anticipated
that ten (10) days after the date this Information Statement is first mailed to
the Company's shareholders, the Board of Directors of the Company will consist
of David Howard, Marc Walther and Edward Rutkowski.

This Information Statement is being mailed to stockholders of the Company
pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and Rule 14f-1 promulgated thereunder.

The information contained in the Information Statement concerning the new
directors has been furnished by them. The Company assumes no responsibility for
the accuracy or completeness of such information.

THIS INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR INFORMATIONAL PURPOSES.
YOU ARE NOT REQUIRED TO TAKE ANY ACTION, NOR WILL ANY VOTE OF THE COMPANY'S
STOCKHOLDERS BE TAKEN, WITH RESPECT TO THE APPOINTMENT OF THE NEW DIRECTORS.

EX-20.1 2nd Page of 8 TOC 1st Previous Next ↓Bottom Just 2nd
CERTAIN INFORMATION CONCERNING THE COMPANY

Voting Securities

On February 28, 2003, there were 20,020,000 shares of Common Stock issued
and outstanding. As of such date, (i) no shares of Common Stock were reserved
for issuance pursuant to option grants, and (ii) no shares of Common Stock were
reserved for issuance pursuant to securities for, or convertible into or
exchangeable for, shares of Common Stock. Each holder of Common Stock is
entitled to case one vote, in person or by proxy. The Company Stock is the only
capital of the Company outstanding.

Security Onwership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock immediately after the
Reorganization, by:

o each person known to beneficially own more 5% of the Common Stock;
o each director of the Company (including proposed directors); and
o all directors and executive officers as a group

Name and Address of Shares of Percentage
Beneficial Owner Common Stock(1) Of Class
---------------- --------------- --------

John S. Taylor 6,000,000 7.5%
1450 Saturna Blvd.
Parkville, B. C. V9P 2T5

Christopher Sampson NIL NIL
2696 West 11th Avenue
Vancouver, B.C. V6K 2L6

Rhonda G. Windsor NIL NIL
1055 Stonehaven Ave.
Newmarket, Ontario L3X 1M6

David Howard 20,000,000 25%
3616 W. Huron River Drive
Ann Arbor, MI 48103

Marc Walther 20,000,000 25%
169096 Kenneth Drive
Macomb, MI 48004

Edward Rutkowski 20,000,000 25%
47781 Robins Nest Drive
Shelby TWP, MI 48315

All officers and directors,
After the Reorganization, as
A group (3 persons) 60,000,000 75%

(1) Represents shares of the Company anticipated to be received by the
proposed Directors upon consummation of the Reorganization

EX-20.1 3rd Page of 8 TOC 1st Previous Next ↓Bottom Just 3rd
Change in Control

Pursuant to the Reorganization Agreement, the Company will cause to be
consummated a business combination between the Company and AVI, upon the terms
and conditions set forth in the Reorganization Agreement. Pursuant to the
Reorganization Agreement, AVI will become a wholly-owned subsidiary of the
Company. Pursuant to the Reorganization Agreement, the Company will issue
60,000,000 shares of its common stock, $.001 par value per share (the "Common
Stock"), to the stockholders of AVI, which will represent approximately 75% of
the fully-diluted equity capitalization of the Company. It is currently
anticipated that consummation of the Reorganization will occur ten (10) days
after the date this Information Statement is first mailed to the Company's
stockholders.

The Company agreed that simultaneously with the consummation of the
Reorganization, the existing directors of the Company would appoint David
Howard, Marc Walther and Edward Rutkowski to the Board of Directors of the
Company. Upon the effectiveness of such appointment, the existing directors
would resign from their respective positions.

DIRECTORS AND EXECUTIVE OFFICERS AND
NOMINEES FOR DIRECTOR

General

The following sets forth the name, age and position, of the Company's
officers and directors prior to, and after, the Reorganization. Also set forth
below is information as to the principal occupation and background for such
persons.

John S. Taylor, 58, the President, Treasurer and Secretary and is a
Director of the Company, and has been a Ddirector and President since October,
2000. Mr. Taylor was a fire fighter with the City of Vancouver for 30 years
until his retirement in 1998. Upon retiring as a fire fighter, Mr. Taylor
founded Sun Coast Skylights, a building contracting company, which he still owns
and operates. Mr. Taylor devotes 15% of his business time to the management of
the Company. He spends the balance of his business time managing Sun Coast
Skylights. Mr. Taylor was a director of North American Fire Guardian Tech. from
1990 to 1997.

EX-20.1 4th Page of 8 TOC 1st Previous Next ↓Bottom Just 4th
Christopher Sampson, 58, is a Director of the Company and has been since
December, 2000. Mr. Sampson is an independent economic geologist consulting in
economic analysis of exploration properties and mineral deposits. He also
consults in planning and managing exploration programs and ore reserve
calculations. He consults through his own company, Sampson Engineering which he
founded in 1982. Mr. Sampson has also served as the president of Pacific Booker
Minerals Inc., a company engaged in the mineral exploration of two copper
deposits, from 1995 to the present. Mr. Sampson received his professional
education at the Royal School of Mines, Imperial College, University of London
from 1962 through 1966. Mr. Sampson has been a member of the Professional
Engineers of British Columbia since 1976, the Institution of Mining and
Metallurgy since 1974, the Canadian Institute of Mining and Metallurgy since
1967 and the Geological Association of Canada since 1967.

Rhonda G. Windsor, 52, is a Director of the Company and has been since
early February, 2003 when she was appointed to fill the vacancy created by the
prior resignation of Marshall Bertram. Rhonda was the President of Sunburst
Marketing Capital Inc., a Canadian public company trading on the over counter
market in Toronto from 1992 through 1996. Sunburst marketed a number of consumer
based products. Ms. Windsor was responsible for developing the marketing and
sales strategies for the company. Since 1998, Ms. Windsor has provided, through
her company The ALPS Group, Inc., consultant services to a number of public
companies with respect to public/ investor relations and marketing. Ms. Windsor
is a published author and television/radio personality who has three books to
her credit.

David Howard, 60, will be appointed both a Director and the President of
the Company. Mr. Howard has 30 years of machining and cutting tool experience
which began with the Ford Motor Company and continued with the Carboloy Division
of General Electric, working within and developing relationships with the
automotive, off-the-road construction, farm implement, oil patch and defense
markets. Five years ago, Mr. Howard formed Howard & Associates, a cutting tool
consultant business within the automotive industry. In January 2001, Mr. Howard
was introduced to the AmeriChip laser process and is an original shareholder in
Americhip Ventures, Inc., which is licensed by Americhip, Inc. to use its
patented Laser Assisted Chip Control process. Both Americhip Ventures, Inc. and
Americhip are private, development stage companies whose businesses have
produced no revenues to date.

Marc Walther, 46, will be appointed both a Director and the Chief Financial
Officer of the Company. Mr. Walther is owner and President of Canadian Grinding
Wheel Company and the Wright Abrasive Company located in Hamilton Ontario. The
recent consolidation of these two plants in November 2001 made them the largest
grinding wheel manufacturer in Canada. Mr. Walther also owns National Abrasive
Systems Company (NASCO) which manufactures and distributes various abrasive
products in the Detriot and Grand Rapids, Michigan area. Among his many
accomplishments, Mr. Walther was voted the President of The Abrasive Engineering
Society in 1992. In 2001, Mr. Walther was also introduced to the AmeriChip laser
process and is an original shareholder in Americhip Ventures, Inc., which is
licensed by Americhip, Inc. to use its patented Laser Assisted Chip Control
process. Both Americhip Ventures, Inc. and Americhip are private, development
stage companies whose businesses have produced no revenues to date.

EX-20.1 5th Page of 8 TOC 1st Previous Next ↓Bottom Just 5th
Edward Rutkowski, 37, will be appointed both a Director and Vice President
of the Company. Mr. Rutkowski began his career in the metal working industry
after his Honorable Discharge from the U.S. Navy in 1984. Since 1993, Mr.
Rutkowski has been employed in various capacities involving product engineering,
technical support, distribution and marketing of products within the automotive
industry. He has received recognition from parts manufacturers for his ability
to reduce costs in the manner they produce and machine parts. In 1993, Mr.
Rutkowski developed and was issued the patent for the AmeriChip laser chip
control process which is currently held by Americhip. In 2001, Mr. Rutkowski
formed Americhip, Inc. and is an original shareholder in Americhip Ventures,
Inc., which is licensed by Americhip, Inc. to use its patented Laser Assisted
Chip Control process. Both Americhip Ventures, Inc. and Americhip are private,
development stage companies whose businesses have produced no revenues to date

Certain Relationships and Related Transactions.

The nominees for director have a material interest in the transactions
contemplated by the Reorganization Agreement, as described above under the
caption "Change in Control." The nominees for directors, David Howard, Marc
Walther and Edward Rutkowski, will each receive 20,000,000 shares of the
Company's Common Stock in the Reorganization. Additionally, as described above
under the caption "Change in Control," these individuals will become directors
of the Company upon consummation of the transactions contemplated by the
Reorganization Agreement.

After consummation of the Reorganization Agreement, the Company's
wholly-owned subsidiary, Americhip Ventures, Inc., will be authorized to use the
patented Laser Assisted Chip Control process pursuant to the terms of a License
Agreement. Under the License Agreement, a $1 million payment is due and payable
each of Messrs. Howard, Walther and Rutkowski, payable in monthly payments or
$10,000 with interest at the greater of 5% or the prime rate plus 1% on the
first business day following each July 1 and January 1 with the first payment
commencing on September 1, 2003 No remedies are available in the event of a
default in payment until after a period of 180 days should exist from the due
date. Accordingly, the nominees for Director and principal shareholders, Davidt
Howard, Marc Walther and Edward Rutkowski have a material, financial interest in
the ongoing business and financial activities of the Company and its
wholly-owned subsidiary, Americhip Ventures, Inc.

Except as described above, there are no other transactions between the
Company and any directors, nominees for director, executive officers of the
Company, any security holder who is known to own or record or beneficially more
than five percent of the Company's voting securities, or any member of the
immediate family of any of the foregoing persons, in which the amount of the
transaction exceeds $60,000.

Directors Compensation.

The Company's directors will be reimbursed for any out-of-pocket expenses
incurred by them for attendance at meetings of the Board of Directors or
committees thereof.

EX-20.1 6th Page of 8 TOC 1st Previous Next ↓Bottom Just 6th
Board of Directors Information

During the last full fiscal year ended November 30, 2002, the Company's
Board of Directors and all of its members met or acted by unanimous written
consent a total of two (2) times. No director resigned on declined to stand for
re-election due to a disagreement with the Company

The Company does not have any standing audit, nominating or compensation
committee of the Board of Directors.

COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934

Pursuant to Section 16 of the Exchange Act, the Company's directors and
executive officers and beneficial owners of more than 10% of the Company Stock
are required to file certain reports, within specified time periods, indicating
their holdings of and transactions in the Common Stock. Based solely on a review
of such reports provided to the Company and written representations from such
persons regarding the necessity to file such reports, the Company is not aware
of any failures to file reports or report transactions in a timely manner during
the Company's fiscal year ended November 30, 2002.

EXECUTIVE COMPENSATION REVIEW

The following table sets forth certain information as to the Company's
highest paid executive officers and directors for the Company's fiscal year
ended November 30, 2002. No other compensation was paid to any such officer or
directors other than the cash and stock option compensation set forth below.

[Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------- ---------------------------------------------
AWARDS PAYOUTS
------------------- -------
Restricted Options/ LTIP
Salary Other Annual Stock SARs * payouts All Other
Name Title Year ($) Bonus Compensation Awarded (#) ($) Compensation
----------------------------------------------------------------------------------------------------------------------

John Taylor(1) President, 2002 12,000 0 $0 0 0 0 0
CEO, & 2001 12,000 0 $0 0 0 0 0
Director 2000 $0 N/A N/A N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------

Notes:

(1) Compensation attributable to Mr. Taylor is paid pursuant to a management
agreement between the Company and Mr. Taylor. See below under "Management
Agreement".

EX-20.1 7th Page of 8 TOC 1st Previous Next ↓Bottom Just 7th
Management Arrangements.

An Executive Consulting Agreement exists between the Company and Mr. John
Taylor. Under the Agreement, Mr. Taylor has supervisory responsibilities for all
business, financial and managerial affairs of the Company and shall perform such
other duties as reasonably assigned by the board of directors. His fee is $1,000
per month which the Company has accrued and not paid since inception. The fee
increases to $5,000 per month in the event it becomes necessary for Mr. Taylor
to devote 50% or more of his business time to fulfil his obligations under the
Agreement. The initial term of the Agreement expired on November 30, 2002, but
was renewed and now extends to November 30, 2004. However, the Agreement will be
terminated upon the consummation of the Reorganization thereby terminating any
further fees due and payable to Mr. Taylor.

The Company has no other employment contracts with any of its executive
officers, and has no compensatory plan or arrangement with any executive officer
which is activated upon resignation, termination or retirement of an executive
officer upon a change in control of the Company.

Stock Option Grants

The Company did not grant any stock options to the executive officers
during the most recent fiscal year ended November 30, 2002 and no executive
officers held unexercised options as ot that date. The Company has also not
granted any stock options to the executive officers since November 30, 2002.

ADDITIONAL INFORMATION

The Company files annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange Commission
("Commission"). You may read and copy any reports, statements or other
information on file at the Commission's public reference room in Washington,
D.C. You can request copies of those documents, upon payment of a duplicating
fee, by writing to the Commission. The Company's filings can also be reviewed by
accessing the Commission's website at http.//www.sec.gov.

Management of the Company and AVI and their respective officers and
directors are available to answer questions concerning the terms and conditions
of the Reorganization and to obtain additional information, to the extent that
the Company or AVI possesses such information or can acquire it without
unreasonable effort or expense. Questions concerning this Information Statement
or written requests for additional information to verify or supplement the
information contained in this Information Statement should be directed to the
Company.

EX-20.1 Last Page of 8 TOC 1st Previous Next ↓Bottom Just 8th
Dated: March 12, 2003 By Order of the Board of Directors

By /s/ John Taylor
-----------------------------------
John Taylor, President

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

	11/30/04	7		10-K, 10KSB, 10KSB/A, 5, NT 10-K
	9/1/03	5
Filed on:	4/8/03
For Period End:	3/22/03			8-K/A
	3/12/03	1	8
	2/28/03	2		10QSB, NT 10-K, NT 10-Q
	2/27/03	1
	11/30/02	6	7	10KSB, NT 10-K
				List all Filings

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Filing Submission 0001050502-03-000315 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Americhip International Inc – ‘8-K’ for 3/22/03 – EX-20.1

On: Tuesday, 4/8/03, at 5:07pm ET · For: 3/22/03 · Accession #: 1050502-3-315 · File #: 0-33127

Previous ‘8-K’: ‘8-K’ on 1/29/03 for 1/15/03 · Next: ‘8-K/A’ on 8/18/03 for 3/22/03 · Latest: ‘8-K’ on 5/17/10 for 5/10/10

Current Report — Form 8-KFiling Table of Contents

EX-20.1 — Information StatementExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents

EX-20.1 — Information Statement
Exhibit Table of Contents