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Amended
Preliminary Information Statement
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Confidential,
for Use of the the
Commission Only (as permitted by
Rule 14c-5(d)(2))
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Definitive
Information Statement
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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1) |
Title
of each class of securities to which transaction applies:
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2) |
Aggregate
number of securities to which transaction applies:
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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):
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4) |
Proposed
maximum aggregate value of
transaction:
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5) |
Total
fee paid:
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Fee
paid previously with preliminary
materials.
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Check
box if any part of the 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.
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1) |
Amount
Previously Paid:
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2) |
Form,
Schedule or Registration Statement
No.:
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3) |
Filing
Party:
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4) |
Date
Filed:
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·
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the
election of the slate of six (6) incumbent directors to serve for
the
ensuing year or until their successors are elected and qualified;
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·
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ratification
of Sherb & Co. LLP as the Company’s independent public accountants for
the current fiscal year;
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·
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ratification
of the debt exchange agreement dated March 28, 2006;
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1.
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To
elect six (6) directors, to serve until their respective successors
shall
be elected and shall qualify;
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2.
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To
ratify the selection of independent public accountants for the fiscal
year
ending December 31, 2006;
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3.
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To
ratify the debt exchange agreement;
and
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4.
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To
transact such other business as may properly come before the meeting
or
any adjournment or adjournments
thereof.
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A: |
Each
holder of an outstanding share of common stock of record on the
close of
business on the Record Date, January 12, 2007 will be entitled
to notice
of each matter to be voted upon pursuant to consents or authorizations.
Shareholders as of the close of business on the Record Date that
hold in
excess of fifty percent (50%) of the Company's 684,445 outstanding
shares
of common stock have indicated that they will vote in favor of
the
Proposals. No action by the minority shareholders in connection
with the
Proposals is required and we are NOT asking you for your proxy
and you are
requested NOT to send a proxy in connection with the proposals
set forth
in this Information Statement.
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All
stockholders of record as of the close of business on January
12, 2007,
although the Board of Directors prior to the preparation and mailing
of
this Information Statement has a majority of voting power of the
Company’s
Common Stock that has approved the proposals and transactions set
forth in
this Information Statement.
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We
are NOT asking you for your proxy and you are requested NOT to send
a
proxy in connection with the proposals set forth in this Information
Statement. You
are invited to attend the annual meeting. However, the Board of Directors
has a majority of the voting power of the Company’s Common Stock entitled
to vote for the proposals set forth in this Information
Statement.
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Shareholders
holding a majority of the outstanding stock have provided our Board
of
Directors the voting power to vote FOR the following matters:
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FOR
the approval of the slate of directors as proposed. (see page 5).
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FOR
the ratification of Sherb & Co. LLP as the Company’s independent
public accountants for the current fiscal year. (see page 11).
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FOR
the ratification of the debt exchange agreement. (see page
12).
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Our
board of directors unanimously approved, along with holders of
a majority
of issued and outstanding shares of Common Stock, the Debt Exchange
Agreement whereby
we exchanged certain assets for satisfaction of and assumption
of a
majority of our outstanding obligations and liabilities. The exchange
transaction was subject to a satisfactory fairness opinion as well
as
customary closing conditions.
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Under
the Debt Exchange Agreement we exchanged certain assets namely
machinery
and equipment that had an appraised value of approximately $300,000
as
determined by an independent appraisal firm Daley-Hodkin, LLC.
We entered
into the Debt Exchange Agreement as we have operated at a loss
since
inception. Management had made attempts to increase revenues through
a
number of business initiatives and streamline operations by undertaking
a
number of cost saving measures. However, despite our best efforts,
it was
never able to operate at a profit. Brooklyn Cheesecake had sought
funding
for continued operations through a number of sources including
private
placements of equity (“PIPE”) and through loans. We have not been able to
raise sufficient funds to maintain our operations and have had
to rely
primarily upon a series of arms length loans from our former Chairman
and
Chief Executive Officer, Ronald Schutté. These loans were secured by a
pledge of certain assets of our operating subsidiary, namely machinery
and
equipment. In addition to not having sufficient funds to maintain
its
business operations, we have been unable to raise funds to satisfy
our
outstanding obligations including the loans made to us by Mr. Schutté that
have been used to maintain business operations. In turn, we entered
into
the Debt Exchange Agreement with Mr. Schutté whereby we exchanged certain
assets for satisfaction of and assumption of a majority of our
outstanding
obligations and liabilities. The transaction was subject to a satisfactory
fairness opinion.
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Yes,
the nature of our business operations have changed significantly
following
the exchange of debt for assets with Mr. Schutté. We have changed the
focus of our business from manufacturing and selling baked goods
to
holding and licensing intellectual
property.
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No.
Prior to undertaking the Debt Exchange Agreement, our Board obtained
a
fairness opinion from du-Pasquier & Co., Inc. regarding the exchange
of debt for certain assets. The transaction was determined to be
fair and
in the interest of the shareholders and the continued operation
of the
Company as failing to proceed with the debt exchange, the Company
would
have been required to cease operations. We exchanged machinery,
equipment
inventory of accounts receivables website and goodwill, for the
forgiveness and assumption of accounts payable, lease obligations,
and
notes issued in favor of directors and/or former directors Mr.
Schutté.
Following the exchange we have maintained certain intellectual
property,
namely registered trademarks with the United States Patent and
Trademark
office for the mark The Healthy BakeryÒ
(US Registration No. 1,644,559), Brooklyn Cheesecake Company Inc.
(US
Registration No. 3,040,023) and Brooklyn Cheesecakes & Desserts
Company, Inc. (US Registration No. 3,017,300). We believe that
the
trademarks are a significant asset and are valid and enforceable,
however
there can be no assurance as to the degree of protection its registered
trademarks will afford us. We have entered into a licensing agreement
with
respect to these trademarks whereby we anticipate that we will
continue to
generate revenues from the licensing of
same.
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On
the record date, Mr. Merante the Company’s Chairman has proxies to vote
374,225 shares of the 684,445 issued and outstanding shares of
Common
Stock (54.68% of the issued and outstanding shares), or a majority.
Of the
proposals set forth in the amended preliminary 14C, specifically,
the
election of the slate of six (6) incumbent directors and ratification
of
Sherb & Co LLP as the Company’s independent auditors, provided a
quorum (50.1%) of the Company’s issued and outstanding shares are present
or represented by proxy, a majority of said quorum would be required
to
approve the proposals. Additionally, with respect to proposal 3,
we merely
seek shareholder ratification of the Debt Exchange Agreement dated
March
28, 2006. As such, a mere majority of the quorum would be necessary
for
ratification, however, the Company possesses in excess of 50% of
the
issued and outstanding shares by way of proxy to vote in favor
of all the
proposals.
Mr. Merante has advised that he will vote all of their shares in
favor of
the agenda items.
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Shareholder
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Shares
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|||
Ronald
Schutté
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125,368
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Vincent
Bocchimuzzo*
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12,738
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Ben
Borsellino*
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11,024
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Mel
Foti*
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12,738
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David
Rabe*
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11,024
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Donald
O'Toole*
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9,381
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Joseph
Baratta
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7,418
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|||
Fred
Denman
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5,000
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Brent
Quinn
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4,400
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Nancy
De La Rosa
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4,881
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Anthony
Tirri
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2,000
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Lisa
Fanek
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400
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James
Bruchetta Jr.
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4,000
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Denis
Dirin
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4,000
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Paulette
Robinson
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5,000
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David
Wang
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3,000
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Rosa
Richard
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28,000
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James
Bruchetta
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28,000
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Charles
Brofman
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28,000
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Peter
Di Renzi
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8,000
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Anthony
Merante*
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59,853
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Total
Shares
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374,225
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A: |
If
you have any questions about the agenda for the meeting, please
contact:
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* |
Denotes
a current board member/nominee
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Name
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Age
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Principal
Occupation
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Director
Since
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Anthony
Merante
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46
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Chairman,
President, Chief Executive Officer, CFO,and Corporate Secretary
Brooklyn
Cheesecake & Desserts Company, Inc.; Partner, Reda & Company
CPA’s, LLP
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01/03
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Vincent
Bocchimuzzo
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53
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Marketing
Manager with AFC Industries, Inc.
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01/03
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Liborio
Borsellino
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50
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Partner,
RBC and Associates
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08/04
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||
Carmelo
L. Foti
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53
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President
and Chief Operating Officer of the Bank of Southeastern
Connecticut
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01/03
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David
Rabe
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46
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|
President,
Interpro Systems, Inc.
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08/04
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Donald
O’Toole
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54
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Senior
Vice-president, Petry TV, Inc
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08/05
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OPTION
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EXPIRATION
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AMOUNT
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PRICE
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DATE
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Vincent
Bucchimuzzo
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8,000
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2.00
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1/13/2010
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Liborio
Borsellino
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8,000
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2.00
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1/13/2010
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Carmelo
Foti
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8,000
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2.00
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1/13/2010
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David
Rabe
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8,000
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2.00
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1/13/2010
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32,000
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Vincent
Bucchimuzzo
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1,000
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2.625
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8/3/2010
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Liborio
Borsellino
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1,000
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2.625
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8/3/2010
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Carmelo
Foti
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1,000
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2.625
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8/3/2010
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Donald
O'Toole
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8,000
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2.625
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8/3/2010
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Donald
O'Toole
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1,000
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2.625
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8/3/2010
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David
Rabe
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1,000
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2.625
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8/3/2010
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13,000
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Name
and Principal Position
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Year
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Salary
($)
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Bonus
($)
|
Other
Annual Compensation
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|||||||||
Ron
Schutté, CEO(1)
|
2005
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$
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200,000
(2
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)
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$
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0.00
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$
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0.00
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|||||
2004
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$
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200,000
(2
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)
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$
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0.00
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$
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0.00
|
||||||
2003
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$
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100,000
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$
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0.00
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$
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0.00
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|||||||
Anthony
Merante, CFO(3)
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2005
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$
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96,000
(4
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)
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$
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0.00
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$
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0.00
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|||||
(1) |
Mr.
Schutté resigned as a director and executive offer of the Company
effective March 28, 2006. See “Certain Relationships and Related
Transactions” herein.
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(2) |
Mr.
Schutté received
$100,000 in cash and $100,000 in restricted common
stock.
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(3) |
Mr.
Merante was appointed Chief Financial Officer of the Company in January
2005. He subsequently was appointed Chairman, Chief Executive Officer
and
President upon the resignation of Mr. Schutté on March 28,
2006
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(4) |
Mr.
Merante received $48,000 in restricted stock and the company accrued
the
remaining salary obligation of $48,000.
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Number
of
|
|||||||||||||
Securities
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%
of Total
|
||||||||||||
Underlying
|
Options
Granted
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Exercise
or
|
|||||||||||
Options
Granted
|
to
Employees
|
Base
Price
|
Expiration
|
||||||||||
Name
|
(#)
|
in
Fiscal Year
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($/Sh)
|
Date
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|||||||||
Ronald
Schutté
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29,000
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48.8
|
|
$2.00-$2.63
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01/13/10
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||||||||
Anthony
Merante
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17,000
|
28.6
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$2.00-$2.63
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01/13/10
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Number
of Securities
|
Value
of In-the-Money
|
||||||||||||
Underlying
Unexercised
|
Unexercised
Options
|
||||||||||||
Options
at FY-End
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at
FY-End($)
|
||||||||||||
Name
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Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||||||||
Ronald
Schutté
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29,000
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0
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0
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0
|
|||||||||
Anthony
Merante
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17,000
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0
|
0
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0
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Name
of Beneficial Owner and Address (1)
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No.
of Shares
Beneficially
Owned (2)
|
Percent
|
|||||
Ronald
L. Schutté (3)
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125,368
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18.3
|
%
|
||||
Anthony
J. Merante (director and officer) (4)
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59,852
|
8.7
|
%
|
||||
Vincent
Bocchimuzzo (director)
|
12,738
|
1.9
|
%
|
||||
Liborio
Borsellino (director)
|
11,024
|
1.6
|
%
|
||||
Carmelo
L. Foti (director)
|
12,738
|
1.9
|
%
|
||||
David
Rabe (director)
|
11,024
|
1.6
|
%
|
||||
David
O’Toole (director)
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9,381
|
1.4
|
%
|
||||
ICM
Asset Managment
|
35,280
|
5.2
|
%
|
||||
Current
Directors and Nominal Executives as a Group (6 persons)
|
116,757
|
17.1
|
%
|
||||
(1) |
Unless
otherwise indicated, the business address for each of such beneficial
owners is c/o Brooklyn Cheesecake & Desserts Company, Inc., 20 Passaic
Street, Fairfield NJ 07004
|
(2) |
Directly
and indirectly. The inclusion of securities owned by others as
beneficially owned by the respective individuals does not constitute
an
admission that such individuals are the beneficial owners of such
securities.
|
(3) |
Mr.
Schutté is a former officer and director of the Company. Mr. Schutté
resigned all positions with the Company as of March 28,
2006.
|
(4) |
Mr.
Merante was appointed Chief Financial Officer of the Company as of
January
13, 2005 and subsequently was appointed Chairman, Chief Executive
Officer
and President as of March 28, 2006.
|
Audit
fees
|
$
|
34,000
|
||
Audit-related
fees
|
$
|
0
|
||
Tax
fees
|
$
|
0
|
||
All
other fees
|
$
|
0
|
2004
|
2003
|
||||||
Audit
fees
|
$
|
34,919
|
$
|
27,000
|
|||
Audit-related
fees
|
$
|
0
|
$
|
[
0
|
]
|
||
Tax
fees
|
$
|
0
|
$
|
[
0
|
]
|
||
All
other fees
|
$
|
0
|
$
|
[
0
|
]
|
||
·
|
Exchange
agreement
|
·
|
Exhibits
I - VI
|
·
|
Security
agreement
|
·
|
Tenant’s
lease assignment
|
·
|
Lease
amendment
|
·
|
Licensing
agreement
|
·
|
Asset
valuation
|
·
|
Fairness
opinion
|