SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[x] Preliminary Information Statement [ ] Confidential, for use of
the Commission only
[ ] Definitive Information Statement
Buy It Cheap.com, Inc.
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(Name of Registrant as Specified In Its Charter)
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:
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2) Aggregate number of securities to which transaction applies:
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3) Price per unit or other underlying value of transaction 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.
[ ] 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
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1) Amount Previously Paid:
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4) Date Filed:
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BUY IT CHEAP.COM, INC.
100 Wall Street, 15th Floor
New York, New York 10005
INFORMATION STATEMENT
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To the Holders of the Voting Stock:
The purpose of this Information Statement is to notify you that the
holders of shares representing a majority of the voting stock of Buy It
Cheap.com, Inc. have given their written consent to a resolution adopted by
the Board of Directors of Buy It Cheap.com to amend the certificate of
incorporation of Buy It Cheap.com so as (1) to change the name of the company
to "Advanced Battery Technologies, Inc.," (2) to increase the authorized
number of common shares to 60,000,000, and (3) to effect a reverse split of
Buy It Cheap.com's outstanding Common Stock in the ratio of 1:10. The Board
of Directors and majority shareholders have also approved a restatement of the
certificate of incorporation to integrate into a single instrument all of the
provisions of the certificate of incorporation now in effect. We anticipate
that this Information Statement will be mailed on June 1, 2004 to shareholders
of record. On or after June 22, 2004, the amendment and restatement of the
certificate of incorporation will be filed with the Delaware Secretary of
State and become effective.
Delaware corporation law permits holders of a majority of the voting
power to take shareholder action by written consent. Accordingly, Buy It
Cheap.com will not hold a meeting of its shareholders to consider or vote
upon the amendment and restatement of Buy It Cheap.com's certificate of
incorporation.
WE ARE NOT ASKING YOU FOR A PROXY.
YOU ARE REQUESTED NOT TO SEND US A PROXY.
June 1, 2004 JOHN C. LEO, Secretary
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
We determined the shareholders of record for purposes of this
shareholder action at the close of business on May 19, 2004 (the "Record
Date"). On the Record Date, the authorized voting stock consisted of
20,000,000 shares of common stock, par value $0.001, and 806,113 shares of
Series D Preferred Stock. Each share of common stock is entitled to one vote;
each share of Series D Preferred Stock is entitled to one hundred votes. On
the Record Date, there were 19,842,582 shares of common stock and 806,113
shares of Series D Preferred Stock issued, outstanding and entitled to vote.
The following table sets forth the number of shares of common stock
beneficially owned by each person who, as of the Record Date, owned
beneficially more than 5% of Buy It Cheap.com's voting stock, as well as the
ownership of such shares by each member of Buy It Cheap.com's Board of
Directors and the shares beneficially owned by its officers and directors as a
group. For this purpose, each outstanding shares of Series D Preferred Stock
has been treated as having been converted into 100 common shares.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
------------------------------------------------------------------------
Zhiguo Fu 39,119,160 38.94%
Heilongjiang ZhongQiang
Power-Tech Co., Ltd.
Weiyou Road, Shuangcheng
Heilongjiang 150100
People's Republic of China
John C. Leo - -%
100 Wall Street, 15th Floor
New York, NY 10005
All directors as a group
(2 persons) 39,119,160 38.94%
Warner Technology &
Investment Corp 9,141,000 9.10%
701 East Linden Avenue
Linden, NJ 07036
Xiuhua Tang 8,276,332 8.24%
Heilongjiang ZhongQiang
Power-Tech Co., Ltd.
Weiyou Road, Shuangcheng
Heilongjiang 150100
People's Republic of China
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE CORPORATION
The Board of Directors of Buy It Cheap.com has unanimously adopted a
resolution to change the name of the corporation from "Buy It Cheap.com, Inc."
to "Advanced Battery Technologies, Inc." The holders of shares representing a
majority of Buy It Cheap.com's outstanding voting stock have given their
written consent to the resolution. Under Delaware corporation law, the consent
of the holders of a majority of the voting power is effective as shareholders'
approval. We will file the Amendment with the Secretary of State of Delaware
on or after June 22, 2004, and it will become effective on the date of such
filing (the "Effective Date").
The name change has been approved because the new name better represents
the corporation's business. The corporation is now a holding company whose
only subsidiary owns 70% of the capital stock of Heilongjiang ZhongQiang
Power-Tech Co., Ltd., a China limited liability company ("ZQ Power-Tech").
ZQ Power-Tech is engaged in the business of designing, manufacturing and
marketing rechargeable polymer lithium-ion batteries.
Certificates for the corporation's common stock that recite the name
"Buy It Cheap.com, Inc." will continue to represent shares in the corporation
after the Effective Date. If, however, a shareholder wishes to acquire a
certificate reciting the name "Advanced Battery Technologies, Inc." after the
Effective Date, he may do so by surrendering his certificate to Buy It
Cheap.com's transfer agent with a request for a replacement certificate and
the appropriate stock transfer fee. Buy It Cheap.com's transfer agent is:
Continental Stock Transfer & Trust Company
17 Battery Place
New York, NY 10004
Telephone: (212) 509-4000
Fax: (212) 509-5150
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK
The Board of Directors of Buy It Cheap.com has unanimously adopted a
resolution to increase from 20,000,000 to 60,000,000 the number of shares of
common stock authorized by the Certificate of Incorporation. The holders of
shares representing a majority of Buy It Cheap.com's outstanding voting stock
have given their written consent to the resolution. Under Delaware corporation
law, the consent of the holders of a majority of the voting power is effective
as shareholders' approval. We will file the Amendment with the Secretary of
State of Delaware on or after June 22, 2004, and it will become effective on
the date of such filing (the "Effective Date").
The two primary purposes of the increase are (a) to permit the holders of
the Series D Preferred Stock to convert their preferred shares for common stock,
and (b) to enable Buy It Cheap.com to enter into arrangements for the sale of
its equity that are needed in order to fund the implementation of its business
plan. Buy It Cheap.com has not entered into any agreement to issue the
additional shares, except that it has agreed to issue 2,000,000 shares of common
stock (calculated before the reverse stock split described below) to John C. Leo
to compensate him for service on the Board of Directors.
After the Effective Date, the Board of Directors will be authorized to
issue the additional 40,000,000 common shares without having to obtain the
approval of Buy It Cheap.com's shareholders. Delaware law requires that the
Board use its reasonable business judgment to assure that Buy It Cheap.com
obtains "fair value" when it issues shares. Nevertheless, the issuance of the
additional shares would dilute the proportionate interest of current
shareholders in Buy It Cheap.com. The issuance of the additional shares could
also result in the dilution of the value of shares now outstanding, if the terms
on which the shares were issued were less favorable than the current market
value of Buy It Cheap.com common stock.
The amendment of the Certificate of Incorporation to increase the
authorized common stock is not being done for the purpose of impeding any
takeover attempt, and Management is not aware of any person who is acquiring or
plans to acquire control of Buy It Cheap.com. Nevertheless, the power of the
Board of Directors to provide for the issuance of shares of common stock without
shareholder approval has potential utility as a device to discourage or impede a
takeover of Buy It Cheap.com. In the event that a non-negotiated takeover were
attempted, the private placement of stock into "friendly" hands, for example,
could make Buy It Cheap.com unattractive to the party seeking control of Buy It
Cheap.com. This would have a detrimental effect on the interests of any
stockholder who wanted to tender his or her shares to the party seeking control
or who would favor a change in control.
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK
The Board of Directors of Buy It Cheap.com has unanimously adopted a
resolution to file an amendment to Buy It Cheap.com's Certificate of
Incorporation that will effect a reverse split of Buy It Cheap.coms' common
stock at the ratio of 1:10 (the "Reverse Split"). The holders of shares
representing a majority of Buy It Cheap.com voting stock have given their
written consent to the resolution. Under Delaware corporation law, the consent
of the holders of a majority of the shares is effective as shareholders'
approval. We will file the Amendment with the Secretary of State of Delaware on
or after June 22, 2004, and it will become effective on the date of such filing
(the "Effective Date").
The Amendment to the Certificate of Incorporation provides that each 10
shares of common stock outstanding on the Effective Date will be exchanged for
one post-Reverse Split share of Buy It Cheap.com common stock ("New Common
Stock"). No fractional shares or scrip will be issued; rather, shareholders who
would otherwise be entitled to a fractional share as a result of the Reverse
Split will receive cash based on a price of $3.50 per share of New Common Stock.
Reasons for Approving the Reverse Stock Split
Buy It Cheap.com intends to seek additional financing to fund its plan for
continued growth. The Board of Directors has reviewed various alternatives for
additional financing and has come to the conclusion that an increase in the
market price of the common stock may enhance the marketability of the common
stock and so improve Buy It Cheap.com's prospects for obtaining additional
financing. It is hoped that the Reverse Split will increase the per share
market price of the common stock.
Recently, the market price for Buy It Cheap.com' common stock has been
only pennies per share. Many brokerage firms are reluctant to recommend lower-
priced stocks to their clients. The policies and practices of some brokerage
houses tend to discourage individual brokers within those firms from dealing in
lower priced stocks. Additionally, the brokerage commission on the purchase or
sale of stock with a relatively low per share price generally tends to represent
a higher percentage of the sales price than the brokerage commission charged on
a stock with a relatively high per share price. The Board of Directors believes
that these issues are best addressed by an increase in the inherent value per
share of common stock that will occur as a result of the Reverse Split.
General Effect of the Reverse Split
The New Common Stock will not be different from the common stock held by
Buy It Cheap.com's shareholders prior to the Reverse Split. The holders of the
New Common Stock will have the same relative rights following the Effective Date
as they had before the Effective Date.
The table below shows the cumulative effect on the capital stock
outstanding at May 19, 2004 of three "Transactions:" (a) the increase in
authorized common stock described above, (b) the Reverse Split, and (c) the
conversion of the outstanding Series D Preferred Stock into common stock. The
column labeled "After Transactions" does not reflect any adjustments that may
result from the repurchase of fractional shares. We cannot calculate at this
time the number of fractional shares that will result from the Reverse Split.
Prior to After
Transactions Transactions
Common Stock: -------------- --------------
authorized.................... 20,000,000 60,000,000
issued and outstanding........ 19,842,582 10,061,130
issuable upon conversion of
Series D Preferred Stock..... 80,611,300 0
Total Voting Power................. 100,611,300 10,061,130
Exchange of Stock Certificates and Liquidation of Fractional Shares
On the Effective Date the outstanding certificates representing shares of
Buy It Cheap.com's common stock will be automatically converted into
certificates representing shares of New Common Stock. Every shareholder who
surrenders a certificate representing shares of common stock to Buy It
Cheap.com's transfer agent will receive a certificate representing the
appropriate number of shares of New Common Stock, together with a cash payment
in lieu of a fractional share, if any. The transfer agent will charge the
shareholders its standard fee for issuing a replacement certificate. Buy It
Cheap.com's transfer agent is Continental Stock Transfer & Trust Company. Its
address and telephone number appear earlier in this Information Statement.
RESTATEMENT OF THE CERTIFICATE OF INCORPORATION
Buy It Cheap.com, Inc. was first incorporated in 1984 under the name
"Cellufone Corporation." Since then, prior to any of the actions described in
this Information Statement, the corporation has changed its name three times and
amended its certificate of incorporation five times. As a result, the complete
certificate of incorporation is lengthy and difficult to comprehend. For that
reason the Board of Directors and the holders of shares representing a majority
of Buy It Cheap.com voting power have given their written consent to the filing
of a restated certificate of incorporation. The effect of the restatement will
be to integrate into one document all of the provisions of the certificate of
incorporation. We will file the Amendment and Restatement with the Secretary of
State of Delaware on or after June 22, 2004, and it will become effective on the
date of such filing (the "Effective Date").
No Dissenters Rights
Under Delaware law, shareholders are not entitled to dissenters' rights
with respect to the any of the transactions described in this Information
Statement.
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