Information Statement Pursuant to Section
14(c) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by the Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Information Statement
[X ] Definitive Information Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14c-5(d)(2)
SKYFRAMES, INC.
(Name of Registrant as Specified In Its Charter)
SKYFRAMES, INC.
(Name of Person(s) Filing Proxy 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:
(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:
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
SKYFRAMES, INC.
24351 Pasto Road Suite B
Dana Point, California 92629
INFORMATION STATEMENT
Mailing Date: March 4, 2003
We are not asking you for a proxy and you are
requested not to send us a proxy
General
This Information Statement is furnished to the holders of Common Stock,
$.001 par value per share (the "Common Stock"), of Skyframes, Inc. (the
"Company") on behalf of the Company in connection with a proposed amendment to
the Certificate of Incorporation of the Company to change the name of the
Corporation to Helsinki Scientific, Inc. or another name approved by the Board
of Directors. This amendment has already been approved by the consent of persons
holding 7,481,700 Shares, which is a majority of the 11,530,150 outstanding
shares. YOU ARE NOT BEING ASKED FOR A PROXY NOR TO VOTE ON THIS MATTER. THIS
DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY.
The cost of this Information Statement will be borne by the Company.
Record Date
The close of business on January 28, 2003, which is the date of the
consent action by shareholders approving the amendment to its articles, was
fixed as the record date pursuant to Section 228 of the Delaware General
Corporation Law ("DGCL").
The voting securities of the Company are the shares of its Common
Stock, of which 1,000,000 shares were issued and outstanding as of July 5, 2002.
All outstanding shares of Common Stock are entitled to one vote on each matter
submitted for voting at the Meeting.
Beneficial Ownership of Common Stock
Principal Shareholders, Directors and Officers. The following table
sets forth the beneficial ownership of the Company's Common Stock as of January
28, 2003 by each person known to the Company to own more than five percent(5%
of the Company's Common Stock and by each of the Company's current directors,
and by all directors and officers of the Company as a group. The table ha
been prepared based on information provided to the Company by each shareholder.
Amount of
Name and Beneficial Percent of
Address Ownership(1) Class
Chester A. Noblett, Jr.
Chairman (2) 2,500,000 21.7%
Jehu Hand(3) 3,203,250 27.8%
24351 Pasto Road, Suite B
Dana Point, California 92629
Grey Pierson(2) 2,750,000 23.6%
c/o Pierson & Behr
101 East Randol Mill Road, Suite 105
Arlington, Texas 76001
Gilbert J. Fin
Chief Technical Officer 1,200,000 10.4%
32432 Alipaz, Suite M
San Juan Capistrano, CA 92675
Kimberly Peterson 1,528,450 13.3%
24351 Pasto Road, Suite B
Dana Point, California 92629
All officers and
directors as a group
(2 persons) 3,700,000 32.0%
(1) As used in this table, "beneficial ownership" means the sole or shared power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose of, or
to direct the disposition of a security). The address of this person is c/o the
Company. (2) Mr. Noblett beneficially owns 2,500,000 shares which are held in
trust by the law firm of Pierson & Behr, Arlington, Texas. A principal of such
firm, Grey Pierson, also owns 250,000 shares. Mr.
Pierson disclaims beneficially ownership of the shares held by him in trust.
(3) Mr. Hand controls a family limited partnership which is the record owner of
2,868,250 shares, and the remaining 335,000 shares are held by him in trust.
Neither Mr. Hand nor any household member is a beneficiary of this trust and he
disclaims beneficial ownership of the 335,000 shares held in the trust.
As of Janaury 28, 2003, there were approximately 120 shareholders of
record.
PROPOSAL NO. 1:
AMENDMENT OF ARTICLES OF INCORPORATION
INCREASE OF AUTHORIZED SHARES OF COMPANY'S COMMON STOCK
The stockholders holding a majority of the common stock have approved
an amendment to Article 1 of the Company's Certificate of Incorporation to
change the name of the Company to "Helsinki Scientific, Inc." or such name as
may be selected by the Board of Directors.
The Board of Directors has proposed the name change to reflect the
Company's decision to rescind the acquisition of Skyframes, Inc., a Texas
corporation engaged in satellite communications.
The amendment will be filed with the Delaware Secretary of State no
less than twenty days after the mailing of the Information Statement.