UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT
PURSUANT TO SECTION 14(F) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 PROMULGATED THEREUNDER
SUNNINGDALE, INC.
(Exact name of registrant as specified in its corporate charter)
Commission File No.: 1-9431
Delaware 94-3012230
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
936A Beachland Boulevard, Suite 13
Vero Beach, FL 32963
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(Address of Principal Executive Offices) (Zip Code)
(772) 231-7544
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
October 6, 2004
SUNNINGDALE, INC.
INFORMATION STATEMENT
PURSUANT TO SECTION 14(F) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 PROMULGATED THEREUNDER
THIS INFORMATION STATEMENT IS BEING PROVIDED FOR INFORMATIONAL PURPOSES ONLY. NO
VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND YOU ARE
REQUESTED NOT TO SEND A PROXY TO THE COMPANY.
INTRODUCTION
This Information Statement is being furnished to stockholders of record
as of October 5, 2004 of the outstanding shares of common stock, par value
$0.0001 (the "Common Stock") of Sunningdale, Inc., a Delaware corporation (the
"Company"), pursuant to Section 14(f) of the Securities Exchange Act of 1934
(the "Exchange Act") and Rule 14f-1 thereunder, in connection with the issuance
of certain shares of Common Stock pursuant to a Share Exchange Agreement (the
"Exchange Agreement") dated as of September 22, 2004, by and among the Company,
Advanced Aluminium Group, Ltd., a company formed and organized under the laws of
the United Kingdom ("AAG"), the stockholders of AAG (the "AAG Stockholders'),
and Keating Reverse Merger Fund, LLC, a Delaware limited liability company ("KRM
Fund").
The Exchange Agreement provides that the Company's current sole
director and officer, Kevin R. Keating, shall resign effective as of the Closing
Date (as defined in the Exchange Agreement) and that the Company shall appoint
Nicholas A. Shrager, Charles K. Howe and David W. Beale as the directors of the
Company. Effective as of the Closing Date, Nicholas A. Shrager will become the
Chairman, Chief Executive Officer and President, Charles K. Howe will become
Executive Vice President and Secretary, and Steven B. Goodacre will become
Chief Financial Officer and Treasurer. The Company will, to the extent permitted
by applicable law, secure the resignation of, or remove, Kevin R. Keating as the
existing sole director and officer so as to enable the above persons to be
appointed as directors and officers in accordance with the Exchange Agreement.
Kevin R. Keating has indicated his intent to resign on the Closing Date.
This Information Statement is being furnished pursuant to Section 14(f)
of the Exchange Act, and Rule 14f-1 promulgated thereunder.
No action is required by the stockholders of the Company in connection
with this Information Statement. However, Section 14(f) of the Exchange Act of
1934 and Rule 14f-1 promulgated thereunder require the mailing to the Company's
stockholders of record of the information set forth in this Information
Statement at least 10 days prior to the date a change in a majority of the
Company's directors occurs (otherwise than at a meeting of the Company's
stockholders). Accordingly, the closing of the transactions contemplated under
the Exchange Agreement ("Closing") and the resulting change in a majority of the
Company's directors will not occur until at least 10 days following the mailing
of this Information Statement. The Information will be mailed to the Company's
stockholders of record on or about October 6, 2004.
PROPOSED CHANGE IN CONTROL TRANSACTION
On September 22, 2004, the Company entered into the Exchange Agreement,
which provides that, on the Closing Date, the Company will acquire all of the
outstanding capital stock of AAG in exchange for the Company's issuance to the
AAG Stockholders of 2,295,000 shares of the Company's Common Stock. the Company
will issue to the AAG Stockholders shares of the 2,295,000 shares of the
Company's Common Stock. Immediately following the Closing, AAG stockholders will
own 90% of the issued and outstanding shares of the Company's Common Stock.
Effective as of the Closing, Kevin R. Keating will resign as sole
director of the Company, and the newly-appointed board of directors of the
Company will consist of Nicholas A. Shrager, Charles K. Howe, and David W.
Beale. Two director positions will remain vacant following the Closing, but
these vacant positions are expected to be filled within thirty (30) days
following Closing. Pursuant to the Exchange Agreement and certain Voting
Agreement, one of the vacant director positions will be filled by a person
designated by KRM Fund, which person shall be an independent director and a
financial expert, qualified and available to serve on the Company's audit and
compensation committee, and otherwise acceptable to the AAG Stockholders ("KRM
Fund Designee"). Under the terms of the Voting Agreement, the AAG Stockholders
have agreed to vote their shares of the Company's Common Stock to elect the KRM
Fund Designee to the Company's board for a period of one year following the
Closing. Under the terms of the Exchange Agreement, the remaining vacant
director position will be a person selected by the AAG stockholders and will be
an independent director.
The Company's completion of the transactions contemplated under the
Exchange Agreement are subject to the satisfaction of certain contingencies
including, without limitation, AAG's delivery of audited and proforma financial
information acceptable to the Company, and compliance with regulatory
requirements. The sole director of the Company has approved the Exchange
Agreement and the transactions contemplated thereunder. The directors and
stockholders of AAG have approved the Exchange Agreement and the transactions
contemplated thereunder.
A copy of the Exchange Agreement has been filed as Exhibit 2.1 to the
Form 8-K filed by the Company on September 22, 2004.
VOTING SECURITIES
The Company's Common Stock is the only class of equity securities that
is currently outstanding and entitled to vote at a meeting of the Company's
shareholders. Each share of common stock entitles the holder thereof to one
vote. As of October 5, 2004, there were 255,000 shares of the Company's Common
Stock outstanding.
COMPANY'S BUSINESS
The Company is currently a public "shell" company with nominal assets
whose sole business has been to identify, evaluate and investigate various
companies with the intent that, if such investigation warrants, a reverse merger
transaction be negotiated and completed pursuant to which the Company would
acquire a target company with an operating business with the intent of
continuing the acquired company's business as a publicly held entity.
AAG'S BUSINESS
AAG is a diversified producer of aluminum extrusions and manufactured
parts located in the United Kingdom. Formed in October 2003, AAG brought
together several well-established companies in order to provide complete
one-stop aluminum extrusion services. AAG operates through the following wholly
owned subsidiaries:
Seco Aluminium Limited. Since 1965, Seco Aluminium Limited ("Seco") has
been a leading provider of aluminum extrusion design and production services and
specializes in meeting just-in-time delivery schedules. Seco provides complete
supply-chain management including component design, fabrication, warehousing and
delivery. Seco currently has about 130 employees. AAG acquired Seco in October
2003.
WHJ Fagg and Son. WHJ Fagg and Son ("Fagg"), formed in 1965, provides
precision engineering, tool making and volume production of machined aluminum
components primarily for the automotive industry. Fagg currently has about 60
employees. AAG acquired Fagg in January 2004.
Extrusions Direct. Extrusions Direct, a division of Seco, specializes
in extrusion design, aluminum forming and machining, and aluminum welding and
provides complete product manufacturing, assembly, warehousing and delivery.
Climatix. Climatix specializes in the architectural design and
manufacturing of heating and ventilating air conditioning systems.
Aluminum is a high strength, lightweight, corrosive resistant,
structural material that continues to replace steel, wood and other traditional
materials due to its design versatility, low cost tooling and recycling ability.
Aluminum extrusions are used by AAG's customers in a variety of products and
industries including aerospace, automotive, hospitals, railway coaches and
architectural applications (doors, windows and conservatories).
AAG's companies are ISO accredited and its facilities are located in
Essex, United Kingdom. It is presently negotiating for the purchase of a new
factory in the Czech Republic in order to supply new and existing clients whose
manufacturing facilities are located in the Czech Republic and southern Poland.
DIRECTORS AND OFFICERS
The following table sets forth the names, positions and ages of the
Company's current executive officers and directors. All of the Company's
directors serve until the next annual meeting of shareholders or until their
successors are elected and qualify. Officers are elected by the board of
directors and their terms of office are at the discretion of the board of
directors.
NAME AGE POSITION HELD SINCE
----------------------------- ------- --------------------------------------- ----------------
Kevin R. Keating 64 President, Secretary, Treasurer, 2003 (1)
Director
(1) Kevin R. Keating became President on April 4, 2003 and a director on
April 14, 2003. Mr. Keating resigned from these positions effective
November 5, 2003. Mr. Keating was subsequently appointed director,
President, Secretary and Treasurer effective April 15, 2004.
Kevin R. Keating, sole Director, President, Secretary and Treasurer, is
an investment executive and for the past nine years has been the Branch Manager
of the Vero Beach, Florida, office of Brookstreet Securities Corporation.
Brookstreet is a full-service, national network of independent investment
professionals. Mr. Keating services the investment needs of private clients with
special emphasis on equities. For more than 35 years, he has been engaged in
various aspects of the investment brokerage business. Mr. Keating began his Wall
Street career with the First Boston Company in New York in 1965. From 1967
through 1974, he was employed by several institutional research boutiques where
he functioned as Vice President Institutional Equity Sales. From 1974 until
1982, Mr. Keating was the President and Chief Executive Officer of Douglas
Stewart, Inc., a New York Stock Exchange member firm. Since 1982, he has been
associated with a variety of firms as a registered representative servicing the
needs of individual investors.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company intends to form an audit committee shortly after the
Closing Date. The Company's board of directors has determined that its members
do not include a person who is an "audit committee financial expert" within the
meaning of the rules and regulations of the SEC. The board of directors has
determined that each of its members is able to read and understand fundamental
financial statements and has substantial business experience that results in
that member's financial sophistication. One of the director positions to be
filled within 30 days of the Closing Date will be a director who is an "audit
committee financial expert". Accordingly, the board of directors believes that
each of its members have the sufficient knowledge and experience necessary to
fulfill the duties and obligations that an audit committee would have.
The Company does not have a standing compensation or nominating
committee or committees performing similar functions because it has no
meaningful operations and has no employees. The Company determined not to
establish a nominating committee at this time in view of changes in the
composition of the Board of Directors that will occur on the Closing Date.
Previously, nominations were determined by the members of the then existing
Board of Directors.
DIRECTOR AND OFFICER COMPENSATION
The following table sets forth the compensation awarded by the Company
for the fiscal year ended December 31, 2003 to the Company's named executive
officers.
LONG TERM COMPENSATION/
NAME AND PRINCIPAL ANNUAL COMPENSATION/ SECURITIES UNDERLYING
POSITION YEAR SALARY OPTIONS ALL OTHER COMPENSATION
--------------------------- --------- ----------------------- ------------------------------------------------
Kevin R. Keating (1) 2003 None None (2)
President
(1) Kevin R. Keating became President on April 4, 2003 and a director on
April 14, 2003. Mr. Keating resigned form these positions effective
November 5, 2003. Mr. Keating was subsequently appointed director,
President, Secretary and Treasurer effective April 15, 2004.
(2) On June 3, 2003, the Company issued Mr. Keating 50,000 shares of its
common stock (without giving effect to 1-for-5 reverse stock split
effective January 2004) in consideration for services rendered by him.
There was no other compensation paid to Kevin R. Keating during 2003
and 2004 in his capacity as an officer or director of the Company. There were no
option grants to Kevin R. Keating during the fiscal year ended December 31,
2003, and no options were exercised by Kevin R. Keating during the fiscal year
ended December 31, 2003.
NEW DIRECTORS AND OFFICERS
The Exchange Agreement provides that, on the Closing Date, the current
directors and officers of the Company shall resign and the Company shall appoint
the following persons as executive officers and directors of the Company.
Name Age Position
---------------------------------- ---------- ---------------------------------------------------------------
Nicholas A. Shrager 57 Chairman, Chief Executive Officer, President and Director
Charles K. Howe 69 Executive Vice President, Secretary and Director
Steven B. Goodacre 47 Chief Financial Officer and Treasurer
David W. Beale 63 Director
Nicholas A. Shrager was one of the two co-founders and directors of
Advanced Aluminium Group Limited in 2003, serving as Chief Executive Director of
the company and each of its subsidiaries. He has served as Chairman of Riverside
Business Solutions, a consulting firm, since 1999. From 1987 until its sale in
1991, Mr. Shrager served as Chairman of The Shrager Group, a timber business in
the United Kingdom. Mr. Shrager received an MBA from Southbank University in
London where he specialized in international marketing.
Charles K. Howe was one of the two co-founders and directors of Advanced
Aluminium Group Limited in 2003. Since 1985, he has been a director of CH
Resources Ltd, a business consultancy, through which he has held directorships
in a number of manufacturing companies. From 1971 to 1985, he was a board member
and then Chief Executive Officer of Crystalate Holdings plc, a United Kingdom
public company primarily engaged in plastic moulding and acoustic and electronic
components, particularly for the telephone industry. He is a classics graduate
from Cambridge University and a Past Master of the Worshipful Company of Horners
in the City of London, and Chairman of its Educational Charity Trust.
Steven B. Goodacre joined Advanced Aluminium Group Limited as Interim
Chief Financial Officer in April 2004. Since April 2002, he has been the
Director of Blackwater Consulting Ltd., a financial recruitment and consultancy
business. Mr. Goodacre was employed by Lehman Brothers Inc from 1990 to 2002,
where he held various positions including Head of International Management
Accounting, Finance & Operations, Director for Lehman's Global Equity
Derivatives operation and Head of European Expense Management. Mr. Goodacre was
promoted to Vice President in 1994 and Senior Vice President in 2000. Prior to
joining Lehman, he spent seven years with Philip Morris, serving last as UK
Financial Planning Manager.
David William Beale has served as a director of Advanced Aluminium Group
Limited since its acquisition of Seco Aluminum Limited in 2003 where Mr. Beale
was employed in various senior positions since 1996. Prior thereto, he held
senior positions with Boal UK Ltd (1992 to 1996), Stanton plc (1987 to 1992) and
GEC Turbine Generators Ltd (1980 to 1987). He is the current Senior Vice
President of the Aluminium Federation, a national non-profit organization
representing the aluminum industry in the United Kingdom. He is graduate of
Oxford University and a Chartered Engineer.
Two director positions will remain vacant following the Closing, but
these vacant positions are expected to be filled within thirty (30) days
following Closing. Pursuant to the Exchange Agreement and a certain Voting
Agreement, one of the vacant director positions will be filled by a person
designated by KRM Fund, which person shall be an independent director and a
financial expert, qualified and available to serve on the Company's audit and
compensation committee, and otherwise acceptable to the AAG Stockholders ("KRM
Fund Designee"). Under the terms of the Voting Agreement, the AAG Stockholders
have agreed to vote their shares of the Company's Common Stock to elect the KRM
Fund Designee to the Company's board for a period of one year following the
Closing. Under the terms of the Exchange Agreement, the remaining vacant
director position will be a person selected by the AAG stockholders and will be
an independent director.
To the Company's knowledge, neither none of the new officers or
directors nor any of their affiliates currently beneficially owns any equity
securities or rights to acquire any securities of the Company, and no such
persons have been involved in any transaction with the Company or any of its
directors, executive officers or affiliates that is required to be disclosed
pursuant to the rules and regulations of the Securities and Exchange Commission,
other than with respect to the transactions that have been described herein. To
the best of the Company's knowledge, none of the new directors and officers have
been convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors, or has been a party to any judicial or administrative proceeding
during the past five years, except for matters that were dismissed without
sanction or settlement, that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
Company's Common Stock beneficially owned on October 5, 2004 for (i) each
stockholder known to be the beneficial owner of 5% or more of the Company's
outstanding Common Stock, (ii) each executive officer and director, and (iii)
all executive officers and directors as a group. In general, a person is deemed
to be a "beneficial owner" of a security if that person has or shares the power
to vote or direct the voting of such security, or the power to dispose or to
direct the disposition of such security. A person is also deemed to be a
beneficial owner of any securities of which the person has the right to acquire
beneficial ownership within 60 days. At October 5, 2004, the Company had 255,000
shares of Common Stock outstanding.
NAME OF BENEFICIAL OWNER AMOUNT OF BENEFICIAL OWNERSHIP PERCENT OF BENEFICIAL OWNERSHIP
---------------------------------------------------- ------------------------------- --------------------------------
Kevin R. Keating 10,000 (1) 3.9%
936A Beachland Boulevard, Suite 13
Vero Beach, Florida 32963
Keating Reverse Merger Fund, LLC 213,501 (2) 83.7%
5251 DTC Parkway, Suite 1090
Greenwood Village, Colorado 80111
All Executive Officers and Directors as a group 10,000 3.9%
(1) Kevin R. Keating is not affiliated with and has no equity interest in
Keating Reverse Merger Fund, LLC and disclaims any beneficial interest
in the shares of the Company's Common Stock owned by Keating Reverse
Merger Fund, LLC.
(2) Keating Reverse Merger Fund, LLC is not owned by or affiliated with
Kevin R. Keating and disclaims any beneficial interest in the shares of
the Company's Common Stock owned by Kevin R. Keating.
The following table sets forth certain information regarding the
Company's Common Stock beneficially owned on October 5, 2004 for (i) each
stockholder known to be the beneficial owner of 5% or more of the Company's
outstanding Common Stock, (ii) each executive officer and director, and (iii)
all executive officers and directors as a group, on a pro forma basis to reflect
the transactions contemplated by the Exchange Agreement. Unless otherwise
indicated, each person in the table will have sole voting and investment power
with respect to the shares shown after the consummation of the transactions
contemplated by the share exchange agreement.
The following table does not give effect to the transactions
contemplated by the Exchange Agreement. Pursuant to the Exchange Agreement, the
Company will issue 2,295,000 shares of Common Stock to the AAG Stockholders. As
a result, upon consummation of the transactions contemplated by the Exchange
Agreement, the Company will have a total of 2,550,000 shares of Common Stock
issued and outstanding of which 2,295,000, or approximately 90%, will be owned
by the AAG Stockholders.
NAME OF BENEFICIAL OWNER AMOUNT OF BENEFICIAL OWNERSHIP PERCENT OF BENEFICIAL OWNERSHIP
----------------------------------------------------------------------------------------------------------------------
Nicholas A. Shrager (1) 1,397,655 (2) 54.8%
Charles K. Howe (1) 727,515 (3) 28.5%
David W. Beale (1) 55,080 2.2%
Steven B. Goodacre (1) 0 0.0%
Kevin R. Keating 10,000 0.4%
936A Beachland Boulevard, Suite 13
Vero Beach, Florida 32963
Keating Reverse Merger Fund, LLC 213,501 8.4%
5251 DTC Parkway, Suite 1090
Greenwood Village, Colorado 80111
All Executive Officers and Directors as a group 2,180,250 85.5%
(1) Address is P.O. Box 177, Lingfield, Surrey RH7 6WZ, England.
(2) Includes 57,375 shares held in trust over which Nicholas A. Shrager has
sole voting power.
(3) Includes 172,125 shares held in trust over which Charles K. Howe has sole
voting power.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 10, 2004, the Company entered into a contract with Vero
Management, L.L.C. ("Vero") for managerial and administrative services. Vero has
not been engaged to provide, and Vero does not render, legal, accounting,
auditing, investment banking or capital formation services. Kevin R. Keating is
the manager of Vero. The term of the contract is for one year. In consideration
of the services provided, Vero will be paid $1,000 for each month in which
services are rendered.
Kevin R. Keating, is the father of the principal member of Keating
Investments, LLC, Keating Investments, LLC is the managing member of KRM Fund,
which is the majority stockholder of the Company, and Keating Securities, LLC,
the register broker-dealer affiliate of Keating Investments, LLC. Kevin R.
Keating is not affiliated with and has no equity interest in Keating
Investments, LLC, KRM Fund or Keating Securities, LLC and disclaims any
beneficial interest in the shares of the Company's Common Stock owned by KRM
Fund. Similarly, Keating Investments, LLC, KRM Fund and Keating Securities, LLC
disclaim any beneficial interest in the shares of the Company's Common Stock
currently owned by Kevin R. Keating.
At or prior to the Closing, the Company will also enter into a certain
financial advisory agreement with Keating Securities, LLC under which Keating
Securities, LLC will be compensated by the Company for its advisory services
rendered to the Company in connection with the closing of the transactions
contemplated under the Exchange Agreement. The transaction advisory fee will be
$150,000, with the payment thereof being subject to the Closing. The financial
advisory agreement also appoints Keating Securities, LLC as the Company's
exclusive placement agent for private and public offerings of the Company's
securities during the one year period following the Closing.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who
beneficially own more than 10% of a registered class of the Company's equity
securities, to file reports of beneficial ownership and changes in beneficial
ownership of the Company's securities with the SEC on Forms 3 (Initial Statement
of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of
Securities) and 5 (Annual Statement of Beneficial Ownership of Securities).
Directors, executive officers and beneficial owners of more than 10% of the
Company's common stock are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms that they file. Except as otherwise set
forth herein, based solely on review of the copies of such forms furnished to
the Company, or written representations that no reports were required, the
Company believes that for the fiscal year ended December 31, 2003 beneficial
owners complied with Section 16(a) filing requirements applicable to them in
that each officer, director and beneficial owner of 10% or more of the Company's
securities will file a Form 3 with the SEC and has had no change of ownership
since such filing. Each of such necessary filings, as required to be made by
Messrs. Nicholas A. Shrager, Charles K. Howe, David W. Beale and Steven B.
Goodacre will be filed with the SEC after Closing pursuant to the Exchange
Agreement.
SIGNATURE
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SUNNINGDALE, INC.
(Registrant)
By: /s/ Kevin R. Keating
-------------------------------------
Name: Kevin R. Keating
Title: President
Dated: October 6, 2004