Decor Group Inc – ‘PRE 14C’ for 10/1/97

As of:  Friday, 9/5/97   ·   For:  10/1/97   ·   Accession #:  889812-97-1853   ·   File #:  0-28960

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Preliminary Information Statement                      8     37K 

PRE 14C
1st Page of 8
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SCHEDULE 14C INFORMATION  
Information Statement Pursuant to Section 14(c)   
of the Securities Exchange Act of 1934 (Amendment No.)  

Check the appropriate box:                                                      

[ X ]  Preliminary Information Statement                                        
[   ]  Definitive Information Statement                                         

DECOR GROUP, INC.   
(Name of Registrant as Specified in Charter)  

Dennis D'Amore, President   
Decor Group, Inc.   
320 Washington Street   
Mt. Vernon, N.Y. 10553  
(Name of Person(s) Filing the Information Statement)

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, par value $.0001 per share  
Series B Convertible Preferred Stock, par value $.0001 per share  

  2)  Aggregate number of securities to which transaction applies:

5,157,500 shares of Common Stock Outstanding
 20,000,000 shares of Series B Convertible Preferred Stock Outstanding

3)  Per unit price or other underlying value of transaction   
computed pursuant to Exchange Act Rule 0-11: __/                                

 N/A

4)  Proposed maximum aggregate value of transaction:          

 N/A

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 its filing.                             

1)  Amount Previously Paid:                                   

2)  Form, Schedule or Registration Statement No.:             

3)  Filing Party:                                             

4)  Date Filed: September 5, 1997                             

PRE 14C
2nd Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 2nd
THIS INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY  
THE MANAGEMENT OF THE COMPANY   

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED   
NOT TO SEND US A PROXY.   

DECOR GROUP, INC.   
320 WASHINGTON STREET   
MT. VERNON, NEW YORK 10553  

INFORMATION STATEMENT   
TO STOCKHOLDERS   
OF  
DECOR GROUP, INC.   

SEPTEMBER   , 1997  

PRE 14C
3rd Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 3rd
THIS INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY  
THE MANAGEMENT OF THE COMPANY.  

WE ARE NOT ASKING YOU FOR A   
PROXY AND YOU ARE REQUESTED   
NOT TO SEND US A PROXY.   

DECOR GROUP, INC.   
320 WASHINGTON STREET   
MT. VERNON, NEW YORK 10553  

INFORMATION STATEMENT   

        This Information Statement is furnished to holders of shares of common
stock, $.0001 par value (the "Common Stock"), and shares of Series B            
Non-Convertible Preferred Stock, par value $.0001 per share (the "Series B      
Preferred Stock") (collectively the "Stockholders"), of Decor Group, Inc. (the  
"Company") to notify such Stockholders that on or about September 1, 1997 the   
Company received written consents (the "Written Consents") in lieu of a meeting 
of Stockholders from the holders of 140,000 shares of Common Stock and          
20,000,000 shares of Series B Preferred Stock representing approximately 80% of 
the total issued and outstanding shares of voting stock of the Company adopting 
an amendment to the Company's certificate of incorporation (the "Amendment"),   
which authorized a one-for-three (3) reverse stock split of the Common Stock and
the Series B Preferred Stock authorized and outstanding (the "Reverse Stock     
Split"). Certain of the principal stockholders (described on Page 5 under the   
Section entitled "Principal Stockholders") of the Company delivered Written     
Consents in favor of the Amendment. Certain of the principal stockholders are   
also officers and/or directors of the Company.                                  

       On August 29, 1997, the Board of Directors approved the Amendment and
recommended that the Stockholders of the Company grant their approval thereto.  
The Board of Directors and Management believe that the Reverse Stock Split is   
desirable to effectively insure the marketability of the Company's shares of    
Common Stock.                                                                   

    This Information Statement describing the Amendment is first being
mailed or furnished to Stockholders on or about September   , 1997 and such     
Amendment shall not become effective until at least 20 days thereafter.         

AMENDMENT TO CERTIFICATE OF INCORPORATION   
TO EFFECT REVERSE STOCK SPLIT   

        The Board of Directors believes that it would be in the best interests
of both the Company and its stockholders (i) to effect the reverse stock split  
of one share of newly issued Common Stock ("New Common Stock") for each three   
(3) shares of the Company's presently issued and outstanding shares of Common   
Stock, (ii) to effect the reverse stock split of one share of newly issued      
Series B Preferred Stock ("New B Preferred Stock") for each three (3) shares of 
the Company's presently issued and outstanding share of Series B Preferred      
Stock, and (iii) to reduce the number of authorized shares of Series B Preferred
Stock from 20,000,000 shares to 6,667,667 shares and to reduce the number of    

authorized shares of Common Stock from 20,000,000 shares to 6,666,667 shares.   
Immediately following the Reverse Stock Split, the Board proposes to provide for
payment of cash in lieu of fractional shares of New Common Stock and New B      
Preferred Stock otherwise issuable in connection therewith. This amendment has  
been adopted by the Board of Directors and consented to by Stockholders         
representing approximately 80% of the total shares of voting stock. Approval    

PRE 14C
4th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 4th
of a reverse stock split requires, under the Company's Certificate of           
Incorporation and the Delaware General Corporation Law, the affirmative vote of 
the holders of a majority of the outstanding shares of voting stock of the      
Company. The Board of Directors reserves the right, notwithstanding Stockholder 
approval and without further action by the Stockholders, not to proceed with the
Reverse Stock Split, if, at any time prior to filing the amendment with the     
Secretary of State of the State of Delaware, the Board of Directors, in its sole
discretion, determines that the Reverse Stock Split is no longer in the best    
interests of the Company and its stockholders.                                  

   The Company is currently authorized to issue 20,000,000 shares of
Common Stock, $.0001 par value, of which 5,157,500 shares are issued and        
outstanding. The Company is also currently authorized to issue an aggregate of  
35,000,000 shares of Preferred Stock, of which 20,000,000 have been designated  
as Series B Non-Convertible Preferred Stock, $.0001 par value, all of which are 
outstanding. As proposed and if effected, the Reverse Stock Split would reduce  
the number of authorized shares of Series B Preferred Stock to 6,666,667 shares 
and the number of authorized shares of Common Stock to 666,667 shares. The      
number of issued and outstanding shares of Common Stock will be reduced to      
approximately 2,063,000 shares and the number of issued and outstanding shares  
Series B Preferred Stock will be reduced to 6,666,667 shares. The proposed      
Reverse Stock Split would not affect any stockholder's proportionate equity     
interest in the Company, except for those stockholders who would receive cash in
lieu of fractional shares. Neither the par value of the Common Stock or the     
Series B Preferred Stock nor any rights presently accruing to holders of Common 
Stock nor B Preferred Stock would be affected by this transaction.              

Reasons for the Proposed Reverse Stock Split. The Board of Directors of the     
Company is of the opinion that the Reverse Stock Split is necessary to          
effectively insure the marketability of the Company's Common Stock. A relatively
low stock price may affect not only the liquidity of the Company's Common Stock,
but also its ability to raise additional capital through the sale of equity     
securities. Thus, the Company believes that the expected increase in trading    
price is expected to be attractive to the financial community, the investing    
public, and to users of the Company's products.                                 

    The Board of Directors is hopeful that a decrease in the number of
shares of Common Stock outstanding, as a consequence of the proposed Reverse    
Stock Split, and the anticipated corresponding increase price per share will    
stimulate interest in the Company's Common Stock and possibly promote greater   
liquidity for the Company's Common stockholders with respect to those shares    
presently held by them. However, the possibility does exist that such liquidity 
could be adversely affected by the reduced number of shares which would be      
outstanding if the proposed Reverse Stock Split is effected.                    

      Management of the Company is not aware of any present efforts of any
persons to accumulate Common Stock or Series B Preferred Stock or to obtain     
control of the Company, and the proposed Reverse Stock Split of Common Stock and
Series B Preferred Stock is not intended to be an anti-takeover device. The     
amendment is being sought solely to enhance the image of the Company, its       
corporate flexibility, and to price the Common Stock in the price range that    
would be more acceptable to the brokerage community, and to investors generally.

Exchange of Stock Certificates. If the amendment is approved by the Company's   
Stockholders, and if the Board of Directors still believes at that time that the
Reverse Stock Split is in the best interests of the Company and its             
Stockholders, the Company will file its Amended Certificate of Incorporation    
with the Secretary of State of the State of Delaware. The Reverse Stock Split   
will become effective on the date of such filing (the "Effective Date") and the 
Stockholders will be notified on or after the Effective Date that the Reverse   
Stock Split has been affected. The Company's transfer agent will act as its     
exchange agent (the "Exchange Agent") to act for holders of Common Stock in     
implementing the exchange of their certificates. The Company will act as the    
exchange agent for holders of Series B Preferred Stock in implementing the      
exchange of those certificates.                                                 

       As soon as practicable after the Effective Date, Stockholders will be
notified and requested to                                                       

2 

PRE 14C
5th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 5th
surrender their certificates representing shares of Common Stock to the Exchange
Agent in exchange for certificates representing New Common Stock. One share of  
New Common Stock will be issued in exchange for each three (3) presently issued 
and outstanding shares of Common Stock. Beginning on the Effective Date, each   
certificate representing shares of the Company's Common Stock will be deemed for
all corporate purposes to evidence ownership of shares of New Common Stock. To  
the extent a Stockholder holds a number of shares not evenly divisible by three 
(3), the Company will pay cash for fractional interests as described below.     

Liquidation of Fractional Shares. No scrip or fractional certificates will be   
issued in connection with the Reverse Stock Split. Stockholders who ostensibly  
would be entitled to receive fractional shares because they hold a number of    
shares of Common Stock not evenly divisible by three (3) will be entitled, upon 
surrender to the Exchange Agent, of certificates representing such shares, to a 
cash payment in lieu thereof. The cash payment shall be at a price equal to the 
average of the closing bid and ask prices of the Company's Common Stock as      
reported on NASD OTC Bulletin Board on the Effective Date for each such share of
Common Stock held prior to the Effective Date. Shares of New B Preferred Stock  
shall be rounded to the next whole share.                                       

         The Company will either deposit sufficient cash with the Exchange Agent
or set aside sufficient cash for the purchase of the fractional interests.      
Stockholders are encouraged to surrender their certificates to the Exchange     
Agent for certificates evidencing whole shares of the New Common Stock and to   
claim the sums, if any, due them for fractional interests, as promptly as       
possible following the Effective Date.                                          

         The ownership of a fractional interest will not give the holder thereof
any voting, dividend, or other rights except to receive payment therefor as     
described herein. No service charge will be payable by stockholders in          
connection with the exchange of certificates or the issuance of cash for        
fractional interests, all of which costs will be borne and paid by the Company. 

Federal Income Tax Consequences. The Reverse Stock Split should not result in   
the recognition of gain or loss (except in the case of cash received for        
fractional shares as described below). The holding period of the shares of New  
Common Stock and New Series B Preferred Stock will include the stockholders'    
respective holding periods for the shares of Common Stock and Series B Preferred
Stock exchanged therefore, provided that the shares of Common Stock and Series B
Preferred Stock were held as a capital asset. The adjusted basis of the shares  
of New Common Stock and New Series B Preferred Stock will be the same as the    
adjusted basis of the Common Stock and Series B Preferred Stock exchanged       
therefore, reduced by the basis applicable to the receipt of cash in lieu of    
fractional shares described below.                                              

      A stockholder who receives cash in lieu of fractional shares will be
treated as if the Company would issue fractional shares to him and immediately  
redeem such shares for cash. Such stockholder should generally recognize gain or
loss, as the case may be, measured by the difference between the amount of cash 
received and the basis of his or her old Common Stock applicable to such        
fractional shares had they actually been issued. Such gain or loss shall be a   
capital gain or loss (if such stockholder's Common Stock was held as a capital  
asset), any such capital gain or loss shall generally be long-term capital gain 
or loss to the extent such stockholder's holding for his Common Stock exceeds   
twelve months.                                                                  

No Dissenter's Rights. Under Delaware law, Stockholders are not entitled to     
dissenter's rights of appraisal with respect to the proposed amendment to the   
Company's Certificate of Incorporation to effect the Reverse Stock Split.       

        If the amendment is approved, the amended Certificate of Incorporation
will become effective upon filing with the Secretary of State of the State of   
Delaware. The affirmative vote of the holders of a majority of the outstanding  
voting stock of the Company will be required to approve the amendment to the    
Certificate of Incorporation.                                                   

3 

PRE 14C
6th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 6th
Expenses                                                                        

  Expenses in connection with the distribution of this Information
Statement will be paid by the Company and are anticipated to be less than       
$10,000.                                                                        

Other Matters                                                                   

   The Board of Directors knows of no other matters other than those
described in this Information Statement which have been approved or considered  

by the holders of a majority of the shares of the Company's voting stock.       

OUTSTANDING VOTING SECURITIES   

    As of September 1, 1997 (the "Record Date"), out of the 20,000,000
shares of Common Stock authorized there were 5,157,500 shares of Common Stock   
issued and outstanding, and out of the 20,000,000 shares of the Series B        
Preferred Stock authorized, all of such shares were issued and outstanding.     

       Only holders of record of the Common Stock and the Series B Preferred
Stock at the close of business on the Record Date were entitled to participate  
in the Written Consents. Each share of Common Stock and each share of Series B  
Preferred Stock were entitled to one vote.                                      

     The Delaware General Corporation Law ("DGCL") provides in substance
that unless the Company's certificate of incorporation provides otherwise,      
stockholders' may take action without a meeting of stockholders and without     
prior notice if a consent or consents in writing, setting forth the action so   
taken, is signed by the holders of outstanding stock having not less than the   
minimum number of votes that would be necessary to take such action at a meeting
at which all shares entitled to vote thereon were present. Under the applicable 
provisions of the DGCL, such action is effective when written consents from     
holders of record of a majority of the outstanding shares of voting stock are   
executed and delivered to the Company within 60 days of the earliest dated      
consent delivered in accordance with the DGCL to the Company.                   

        In accordance with the DGCL, the Company received the affirmative vote
on the Amendment of more than a majority of the shares of voting stock. As a    
result, the Company shall take all actions necessary to implement the Amendment.

4 

PRE 14C
7th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 7th
VOTING SECURITIES AND   
PRINCIPAL HOLDERS THEREOF   

        The following table sets forth certain information, as of September 1,
1997 with respect to the beneficial ownership of the outstanding Common Stock by
(i) any holder of more than five (5%) percent; (ii) each of the Company's       
officers and directors; and (iii) the directors and officers of the Company as a
group:                                                                          

                                                        [Enlarge/Download Table]

                         Shares of                    Shares of Series  Percentage (%) 
                           Common                        B Preferred      of Series B  
                           Stock      Percentage (%)        Stock       Preferred Stock
   Name and Address of  Beneficially     of Common      Beneficially     Beneficially  
   Beneficial Owner(1)    Owned(2)      Stock Owned       Owned(2)           Owned     
                                                                                       

Matthew Harriton(3)        73,000          1.4%        20,000,000(10)        100%      

Dennis D'Amore(4)          30,000           ***             ----             ----      

Interiors, Inc.          164,802(5)         ---        20,000,000(10)        100%      
320 Washington St.                                                                     
Mt. Vernon, NY                                                                         
10553                                                                                  

Max Munn(6)              67,000(7)         1.3%        20,000,000(10)        100%      
Interiors, Inc.                                                                        
320 Washington St.                                                                     
Mt. Vernon, NY                                                                         
10553                                                                                  

Michael Lulkin(8)           ----           ----        20,000,000(10)        100%      

BH Funding, LLC          750,000(9)        12.7%            ----             ----      
750 Lexington Ave.                                                                     
Suite 2750                                                                             
New York, NY                                                                           
10022                                                                                  

All officers and          320,000          6.3%        20,000,000(10)        100%      
directors as a group                                                                   
(4 persons)                                                                            

----------                                                                      
* indicates ownership of less than 1%.                                          

(1)  Unless otherwise indicated, the address of each beneficial owner is c/o    
Decor Group, Inc., 320 Washington Street, Mt. Vernon, New York 10553. 
(2)  Beneficial ownership as reported in the table above has been determined    
in accordance with Item 403 of Regulation S-B of the Securities Act of
1933 and Rule 13(d)-3 of the Securities Exchange Act.                 
(3)  Mr. Harriton is a Director of the Company.                                 
(4)  Mr. D'Amore is President and Chief Financial Officer of the Company.  Mr.  
D'Amore holds options to purchase 30,000 shares of Common Stock for a 
period of six (6) years at an exercise price of $.0001 per share.     
(5)  Includes 164,802 shares of Common Stock issuable upon conversion of 54,934 
shares of Series C Preferred Stock held by Interiors, Inc.            
(6)  Mr. Munn is Chairman of the Board and Secretary of the Company.            
(7)  Includes 67,000 shares of Common Stock held by Laurie Munn, Mr. Munn's     
wife. Mr. Munn disclaims beneficial ownership over such shares.       
(8)  Mr. Lulkin is a Director of the Company.                                   
(9)  Includes 750,000 shares of Common Stock issuable upon conversion of 250,000
shares of Series A Preferred Stock held by BH Funding, LLC.           
(10) Includes 20,000,000 shares of Series B Preferred Stock covered by that     
certain Voting Agreement by Interiors, Inc., Max Munn, Matt Harriton, 
 Michael Lulkin and the Company pursuant to which Messrs. Munn, Harriton
and Lulkin may vote the shares of Series B Preferred Stock held by    
Interiors, Inc. on all matters presented to the vote of stockholders. 

5 

PRE 14C
Last Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 8th
 DOCUMENTS INCORPORATED BY REFERENCE

      The following documents filed by the corporation with the Securities
and Exchange Commission pursuant to the Exchange Act are incorporated by        
reference herein:                                                               

1.  Quarterly Report on Form 10-QSB, filed August 13, 1997.   
2.  Annual Report on Form 10-KSB, filed June 30, 1997.        

 THIS INFORMATION STATEMENT, INCORPORATES BY REFERENCE DOCUMENTS
RELATING TO THE COMPANY WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH.   
DOCUMENTS RELATING TO THE CORPORATION (OTHER THAN EXHIBITS TO SUCH DOCUMENTS    
UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE) ARE AVAILABLE  
TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS INFORMATION         
STATEMENT IS DELIVERED, ON WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, BY WRITING  
TO THE COMPANY AT DECOR GROUP, INC., 320 WASHINGTON STREET, MT. VERNON, NY 10553
ATTENTION: MAX MUNN, OR BY CALLING THE COMPANY AT (914) 665-5400. COPIES OF     
DOCUMENTS SO REQUESTED WILL BE SENT BY FIRST CLASS MALL, POSTAGE PAID, WITHIN   
ONE BUSINESS DAY OF THE RECEIPT OF SUCH REQUEST.                                

IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT  
AND/OR THE AMENDMENT, PLEASE CONTACT:   

Decor Group, Inc.   
320 Washington Street   
Mt. Vernon, New York 10553  
(914) 665-5400  

                                  By order of the Board of Directors
                 Decor Group, Inc.

                         Dennis D'Amore, President

6   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14C’ Filing		Date		First		Last			Other Filings
For Period End:		10/1/97
Filed on:		9/5/97		1
		9/1/97		3		7
		8/29/97		3
		8/13/97		8
		6/30/97		8					10KSB,  10QSB
									List all Filings