Winning Brands Corp – ‘DEF 14C’ for 5/7/01

On:  Tuesday, 4/17/01, at 11:13am ET   ·   For:  5/7/01   ·   Accession #:  931763-1-500270   ·   File #:  0-30743

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Definitive Information Statement                       7     29K 

DEF 14C
1st Page of 7
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
=============================================================================== 
                                                      --------------------------
                                        OMB APPROVAL
                                                 OMB Number: 3235-0057
                                                 Expires: December 31,
                                2002
                                                    Estimated average burden
                                                      hours per response...13.00
                                                      --------------------------

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

SCHEDULE 14C  

Information Statement Pursuant to Section 14(c)   
of the Securities Exchange Act of 1934 (Amendment No.  )  

Check the appropriate box:                                                      

[_]  Preliminary Information Statement                                          

[_]  Confidential, for Use of the Commission Only                               
(as permitted by Rule 14c-5(d)(2))                                    

[X]  Definitive Information Statement                                           

Global e Tutor, Inc.  
--------------------------------------------------------------------------------
(Name of Registrant As Specified In Its Charter)  

(Name of Person(s) Filing proxy Statement, if other than the Registrant)  

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:   

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

(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 its filing.           

(1) Amount Previously Paid:                                           

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

(2) Form, Schedule or Registration Statement No.:                     

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

(3) Filing Party:                                                     

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

(4) Date Filed:                                                       

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

DEF 14C
2nd Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 2nd
GLOBAL e TUTOR, INC.  
3340 Peachtree Road 
Suite 1800  
Atlanta, Georgia 30326  

NOTICE OF STOCKHOLDER ACTION  
BY WRITTEN CONSENT  

To the Holders of Common Stock of Global e Tutor, Inc.:               

     Notice is hereby given that we have obtained the written consent of certain
of our stockholders of record as of February 16, 2001 to approve an amendment to
our Certificate of Incorporation, as amended, to increase the number of         
authorized shares of our Common Stock, $.001 par value per share from 50 million
(50,000,000) shares to 100 million (100,000,000) shares. The amendment to our   
Certificate of Incorporation will be effective twenty (20) days after the       
mailing of this notice and the attached Information Statement on or about May 7,
2001.                                                                           

   All necessary corporate approvals in connection with the amendment to our
Certificate of Incorporation have been obtained. Accordingly, pursuant to       
Section 228 of the Delaware General Corporation Law and Section 14(c) of the    
Securities Exchange Act of 1934, as amended, you are hereby provided with notice
of the approval of these actions by less than unanimous written consent of our  
stockholders, prior to the actions taking effect.                               

     Stockholders of record as of the close of business on February 16, 2001 are
entitled to receive this notice and the attached Information Statement.         

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

                               By the Order of the Board of Directors,

        /s/ Jerry Barton
                                 -----------------------------------------
    Jerry Barton
                             President and Chief Executive Officer

Atlanta, Georgia                                                                
April 17, 2001                                                                  

DEF 14C
3rd Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 3rd
GLOBAL e TUTOR, INC.  
3340 Peachtree Road 
Suite 1800
Atlanta, Georgia 30326

INFORMATION STATEMENT 

General 

    This information statement is being mailed on or about April 17, 2001 to
holders of record as of February 16, 2001 (the "Record Date") of our common     
stock, par value $.001 per share (the "Common Stock"). This statement is        
furnished in connection with the taking of action by written consent of the     
holders of a majority of the outstanding shares of Common Stock approving an    
amendment to our Certificate of Incorporation, as amended, to increase the      
number of authorized shares of our Common Stock from 50 million shares          
(50,000,000) to 100 million shares (100,000,000) (the "Amendment"). The         
Amendment is attached hereto as Appendix "A."                                   

    Our Board of Directors approved and recommended the Amendment for approval
by the stockholders on February 16, 2001. Approval of the stockholders was      
effected, pursuant to Section 228 of the Delaware General Corporation Law, by   
written consents signed by the owners of approximately 51.9% of our issued and  
outstanding Common Stock (the "Consent Resolution").                            

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

   As of February 16, 2001, there were 34,577,267 shares of our Common Stock
issued and outstanding held of record by 123 stockholders. Each share of our    
Common Stock entitles the holder to one vote on all matters on which            
stockholders are entitled to vote.                                              

 The Consent Resolution will be effective twenty (20) days following the
mailing of this Information Statement, which is being mailed to stockholders on 
or about April 17, 2001.  We anticipate that the Amendment to our Certificate of
Incorporation will be filed with the Secretary of State of Delaware as soon as  
practicable following the twenty (20) day period.  Upon our filing the Amendment
with the Secretary of State, the Amendment will be effective.                   

AMENDMENT TO CERTIFICATE OF INCORPORATION 

On February 16, 2001, our Board of Directors adopted resolutions      
authorizing, and by written consents dated February 16, 2001 through March 6,   
2001, the holders in excess of a majority of the outstanding shares of our      
Common Stock approved, an amendment to our Certificate of Incorporation, as     
amended, increasing the number of authorized shares of our Common Stock from 50 
million shares to 100 million shares, $.001 par value per share.                

  Our Board of Directors believes that increasing the number of authorized
shares of Common Stock is necessary to enable us to respond to business         
opportunities and to pursue                                                     

DEF 14C
4th Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 4th
objectives that may develop or arise in the future. Accordingly, our Board of   
Directors believes that it is in the best interests of our shareholders to      
increase the number of authorized shares of Common Stock by 50,000,000 shares.  
Our Board of Directors also believes that the availability of additional shares 
will provide us with the flexibility to issue common stock for proper corporate 
purposes that may be identified by our Board of Directors from time to time,    
including financings, acquisitions, strategic business relationships or stock   
dividends and stock splits. Furthermore, our Board of Directors believes that   
the availability of additional shares of common stock will enable us to attract 
and retain talented employees through the grant of stock options and other      
stock-based incentives. The issuance of additional shares of common stock may   
have a dilutive effect on earnings per share and, for a person who does not     
purchase additional shares to maintain a pro rata ownership interest, on a      
stockholder's percentage voting power.                                          

 The authorized shares of Common Stock in excess of those issued will be
available for issuance at times and for corporate purposes that our Board of    
Directors deems advisable without further action by our stockholders, except as 
may be required by applicable laws or the rules of any stock exchange or        
national securities association trading system on which our securities may be   
listed or traded. Upon issuance, these shares will have the same rights as the  
outstanding shares of Common Stock. Holders of our Common Stock do not have     
preemptive rights. Our Board of Directors does not intend to issue any common   
stock except on terms that the Board deems to be in our best interest and the   
best interests of our stockholders.                                             

    The purpose of the Amendment is not to use the ability to issue additional
Common Stock to discourage tender offers or takeover attempts. However, the     
availability of authorized Common Stock for issuance could render more difficult
or discourage a merger, tender offer, proxy contest or other attempt to obtain  
control of us. The Amendment is not in response to any effort by any party to   
accumulate material amounts of common stock or to acquire control of us by means
of merger, tender offer, proxy contest or otherwise, or to change our           
management. In addition, the Amendment is not part of a plan by management to   
recommend a series of similar amendments to our Board of Directors and our      
stockholders.                                                                   

    The Amendment will not result in the adjustment of the number of shares of
Common Stock issuable upon exercise of outstanding stock options and warrants or
the number of shares of Common Stock issued upon exercise of stock options      
granted under our stock option plans. As of the Record Date, after giving full  
effect to the reservation shares for issuance upon the grant and exercise of    
outstanding stock options and warrants, of the 100,000,000 of Common Stock      
authorized, approximately 55,681,525 shares will be available for future        
issuance.                                                                       

  EACH OUTSTANDING COMMON STOCK CERTIFICATE WILL CONTINUE TO REPRESENT THE
NUMBER OF COMMON SHARES SHOWN ON ITS FACE.  THE OUTSTANDING COMMON STOCK        
CERTIFICATES WILL NOT BE EXCHANGED FOR NEW CERTIFICATES.  DO NOT DESTROY YOUR   
PRESENT COMMON STOCK CERTIFICATES OR RETURN THEM TO US OR OUR TRANSFER AGENT.   

DEF 14C
5th Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 5th
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGMENT

    The following table sets forth certain information as of February 16, 2001
with respect to ownership of the outstanding Common Stock of Global e Tutor by  
(i) all persons or groups known by us to be the beneficial owners of more than  
5% of the outstanding shares of Common Stock of Global e Tutor, (ii) each       
director of Global e Tutor, and (iii) all directors and executive officers as a 
group.  Other than those listed below, Global e Tutor is not aware of any person
or group that owns more than 5% of its Common Stock.                            

                                                        [Enlarge/Download Table]

                                                                   Number of      Percent of 
Name of Beneficial Owner                                            Shares(1)       Total    
------------------------                                        ---------------  ------------
                                                                                             
Executive Officers and Directors:                                                            
    Jerry Barton...............................................      166,666(2)         *    
    Shawn Cartmill.............................................      322,977(3)         *    
    Glenn Carver...............................................      723,182(4)        2.1%  
    James Lewis................................................            0            *    
    John Miller................................................      723,182(5)        2.1%  
    Lara Stegman...............................................      322,977(6)         *    
    Margaret J. Toth...........................................    2,000,000(7)        5.8%  
All directors and executive officers (7 persons)...............    4,258,984          12.1%  
Other 5% Stockholders:                                                                       
    Thomas E. McMurrain........................................    5,211,191(8)       15.1%  
    Michael Lauer..............................................    9,525,000(9)       27.5%  
    CLT, LLC...................................................    2,000,000           5.8%  
    Digital Education Corporation..............................    5,000,000          14.5%  

*  Less than 1% of shares outstanding.                                          
_______________                                                                 

(1)  Except as indicated, each person named in this table possesses sole voting 
    and investment power with respect to the shares beneficially owned by such
  person.  "Beneficial Ownership" includes shares for which an individual,
  directly or indirectly, has or shares voting or investment power or both
  and also includes options which are exercisable within sixty days of the
    date hereof.  Beneficial ownership as reported in the above table has been
    determined in accordance with Rule 13d-3 of the Securities Exchange Act of
   1934.  The percentages are based upon 34,577,267 shares outstanding as of
February 16, 2001.  The percentages for each of those parties who hold
   presently exercisable options are based upon the sum of 34,577,267 shares
    plus the number of shares subject to presently-exercisable options held by
     each such party, as indicated in the following notes.  Except as indicated,
 all persons above have a business address of 3340 Peachtree Road, Suite
1800, Atlanta, Georgia 30326.                                         
(2)  Represents shares subject to presently exercisable stock options.          
(3)  Includes 123,333 shares subject to presently exercisable stock options.    
(4)  Includes 123,333 shares subject to presently exercisable stock options and 
599,849 shares held in the name of Capital Unlimited Group.           
(5)  Includes 123,333 shares subject to presently exercisable stock options and 
599,849 shares held by Global Funding Group.                          
(6)  Includes 123,333 shares subject to presently exercisable stock options.    
(7)  Represents shares held by CLT, LLC, of which Ms. Toth is a controlling     
member.                                                               

DEF 14C
6th Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 6th
(8)  Includes 4,129,342 shares held by Thomas E. McMurrain, LLP, a limited      
   liability partnership, of which Mr. McMurrain is the general partner; and
599,849 shares held by TDV Consulting, of which Mr. McMurrain is the  
    Managing Director.  Mr. McMurrain's business address is Interlink No. 631,
7801 NW 37th St., Miami, Florida 31166-6559.                          
(9)  Includes 5,935,000 shares held by Lancer Offshore, Inc., of which Mr. Lauer
   is the sole investment manager; 1,500,000 shares held by Lancer Partners,
   L.P., of which Mr. Lauer is the sole general partner; 690,000 shares held
  by the Lancer Group, of which Mr. Lauer is a controlling person; 500,000
shares held by The Viatar Fund, Ltd., of which Mr. Lauer is the sole  
   investment manager; and 500,000 shares held by The Orbiter Fund, Ltd., of
which Mr. Lauer is the sole investment manager.  Mr. Lauer's business 
address is 375 Park Avenue, Suite 2006, New York, New York 10152.     

ADDITIONAL INFORMATION

  This Information Statement is provided for information purposes only. We
are not soliciting proxies in connection with the items described herein. You   
are not required to respond to this Information Statement. Please read the      
Information Statement carefully.                                                

   We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information that we file at the SEC's public reference rooms in Washington,     
D.C., New York, New York and Chicago, Illinois. Please call the SEC at          
1-800-SEC-0330 for further information regarding the public reference rooms. Our
public filings are also available to the public from commercial document        
retrieval services and at the Internet World Wide Web site maintained by the SEC
at http://www.sec.gov. You may also obtain copies of the filings Global e Tutor 
------------------                                                        
has made with the SEC directly from us by requesting them in writing or by      
telephone at the following:                                                     

Global e Tutor, Inc.
3340 Peachtree Road 
Suite 1800
Atlanta, Georgia 30326
(404) 978-1640

Attention:  Lara Stegman

                               By Order of the Board of Directors,

            /s/ Jerry Barton
                                ------------------------------------
        Jerry Barton
                                 President and Chief Executive Officer

Atlanta, Georgia                                                                
April 17, 2001                                                                  

DEF 14C
Last Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 7th
APPENDIX "A"

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GLOBAL E TUTOR, INC.

Pursuant to Section 242 of the General Corporation Law of the State of
Delaware (the "General Corporation Law"), the undersigned, the duly elected     
Secretary of GLOBAL E TUTOR, INC., a corporation organized and existing under   
and by virtue of the General Corporation Law (the "Corporation"), for purposes  
of amending the Certificate of Incorporation of the Corporation, does hereby    
certify:                                                                        

   FIRST:  That the Corporation's Certificate of Incorporation is amended by
deleting Article Fourth in its entirety and substituting therefor the following:

          "FOURTH:  The total number of shares of all classes of stock which the
Corporation shall have authority to issue is (i) One Hundred Million  
  (100,000,000) shares of Common Stock, $.001 par value per share ("Common
Stock"), and (ii) Five Hundred Thousand (500,000) shares of Preferred 
Stock, $.001 par value per share ("Preferred Stock")."                

SECOND: That in lieu of a meeting and vote of stockholders, the       
stockholders have given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law, and written notice of 
the adoption of the amendment has been given as provided in Section 228 of the  
general Corporation Law to every stockholder entitled to such notice.           

THIRD: That the amendment was duly adopted in accordance with the     
applicable provisions of Section 242 and 228 of the General Corporation Law.    

  IN WITNESS WHEREOF, the undersigned, being the duly elected Secretary of
GLOBAL E TUTOR, INC., has caused this Certificate of Amendment to be signed this
___th day of May, 2001.                                                         

GLOBAL E TUTOR, INC.

By:                 
                              ----------------------------------------
Name:  Jerry Barton 
                                --------------------------------------
                         Title:  President and Chief Executive Officer
                                 -------------------------------------

Dates Referenced Herein

				Referenced-On Page
This ‘DEF 14C’ Filing		Date		First		Last			Other Filings
		12/31/02		1					None on these Dates
For Period End:		5/7/01		2
Filed on:		4/17/01		2		6
		3/6/01		3
		2/16/01		2		5
									List all Filings