UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
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
PPOL, INC.
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(Name of Registrant As Specified In Its Charter)
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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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SEC 733A (03-06) POTENTIAL PERSONS WHO ARE TO RESPOND TO THE
COLLECTION OF INFOR-MATION CONTAINED IN THIS FORM ARE NOT
REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
[ ] 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.
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INFORMATION STATEMENT
OF
PPOL, INC.
NOTICE OF STOCKHOLDERS PURSUANT TO
SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
This Information Statement is being furnished to the holders of common
stock, $0.001 par value per share, of PPOL, Inc., a California corporation (the
"Company") to inform each of you that the holders of a majority of the shares of
outstanding common stock of the Company have approved and authorized, by written
consent dated March 8, 2007, the resolutions of the Board of Directors (the
"Board") of the Company unanimously approving and authorizing the following
actions: (i) a 1 for 100 reverse stock split (the "Reverse Split") of the
Company's issued and outstanding shares of common stock of the Company,
including a provision for the payment of cash in lieu of fractionalized shares
otherwise issuable in connection with the Reverse Split; (ii) certificateless
ownership (Certificateless Ownership") of shares in the Company; (iii) a
spin-off (the "Spin-Off") of all of the Company's shares of AJOL Co., Ltd.
("AJOL"), the Company's wholly-owned subsidiary, to the Company's shareholders,
pro rata; and, (iv) an Amendment to the Company's Articles of Incorporation,
effectuating the Reverse Split and an Amendment to the Company's By-laws,
effectuating Certificateless Ownership of the Company's shares (collectively,
the "Board Actions"). A record date and an effective date for the Spin-Off have
not yet been determined by the Board. Such dates will be determined by the Board
at such time as the Company files a registration statement with the Securities
and Exchange Commission, which filing together with effectiveness thereof, will
be required to effectuate the Spin-Off.
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
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There were 20,542,875 shares of common stock of the Company issued and
outstanding on March 8, 2007, all of which shares are entitled to notice of
this Information Statement.
Prior to the mailing of this Information Statement, certain of our
shareholders holding a majority of our outstanding voting shares signed written
consents approving the Board Actions. As a result, the Board Actions have been
duly approved and neither a meeting of our stockholders nor additional written
consents are necessary.
APPROVAL BY OUR DIRECTORS
Our Board of Directors believe that the Board Actions are in the best
interest of the Company and its stockholders. Pursuant to applicable sections of
the California Corporations Code, the Board Actions must be approved by the
holders of a majority of the issued and outstanding shares of common stock of
the Company. In order to obtain the required approval of our stockholders, we
could have either convened a special meeting of the stockholders for the
specific purpose of voting on the Board Actions, or we could have sought written
consent of the holders of a majority of the issued and outstanding shares of
common stock of the Company. In order to eliminate the cost and management time
involved in holding a special meeting, we determined to utilize the written
consent of the holders of a majority of the issued and outstanding shares of
common stock of the Company. The elimination of the need for a special meeting
of stockholders to approve the Board Actions is made possible by Section 603 of
the California Corporations Code, which provides, in pertinent part, that any
action required or permitted to be taken at a meeting of the stockholders may be
taken without a meeting and without prior notice, if a consent in writing,
setting forth the actions so taken, shall be provided by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take the action at a meeting at which all shares
entitled to vote thereon were present and voted.
As noted, as of March 8, 2007, there were 20,542,875 shares of common
stock of the Company issued and outstanding. The number of votes by written
consent of the holders of outstanding shares of common stock of the Company
approving the Board Actions exceeded the vote required, in that the affirmative
written consents of a majority, that is more than fifty percent (50%) of the
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issued and outstanding shares of common stock of the Company, was required for
approval of the Board Actions, and the Board Actions were approved by the
affirmative written consents of 15,722,148 shares of common stock of the
Company, or 76.53% of the issued and outstanding shares of common stock of the
Company. Of the 15,722,148 shares represented by written consents, 10,547,594
are registered in the stock registrar of the Company in the name of Foster
Strategic Investment Partnership (the "Foster PPOL Shares"). Although there is a
dispute and litigation pending with respect to the ownership of the Foster PPOL
Shares in Japan, a majority of the Company's Board has determined to accept the
written consent of the registered owner, i.e. Foster Strategic Investment
Partnership. We can provide no assurances that the Board's determination will
not be challenged by parties involved in the dispute. No further votes or
written consents of our stockholders are required for the Company to effect the
Board Actions.
NO DISSENTERS' RIGHTS
The stockholders are not entitled to dissenters' rights under Chapter
13 of the California Corporations Code.
PURPOSE OF BOARD ACTIONS
1. REVERSE STOCK SPLIT. The Board has determined that the Reverse Split
of shares of common stock of the Company would be in the best interest of the
Company and its shareholders. The Reverse Split will permit the Company to
purchase and acquire the common stock of approximately 1,088 stockholders of
record, all of whom reside in the United States, and each of whom owns less than
one hundred (100) shares of common stock of the Company (the "Odd-Lot Holders").
The Odd-Lot Holders would enjoy the benefit of liquidating their relatively
small odd-lot holdings for market value without brokers' commissions. This would
be particularly beneficial to such holders given the limited market for and
trading in the Company's common stock. The Odd-Lot Holders own less than one
percent (1%) of the Company's outstanding common stock. The Reverse Split will
also save the Company administrative and related costs of sending proxy
statements, annual reports, quarterly reports and other communications to the
Company's affected stockholders. The Reverse Split will also result in a
reduction of the Company's stockholders in the United States to less than 300.
This would facilitate AJOL's ability to seek suspension of its Securities and
Exchange Commission reporting obligations following the Spin-Off (discussed
below).
The Reverse Split transaction would include a 1 for 100 split by which
each 100 shares of the issued and outstanding shares of common stock of the
Company would be converted into 1 share of such common stock. Fractional shares
(i.e. less than 1 share in exchange for less than 100 shares) will not be
issued. Instead, shareholders entitled to receive a fractional share after
giving effect to the Reverse Split will receive cash for each share of
his/her/its common stock owned prior to the Reverse Split. The price to be paid
for such share of common stock will be equal to the average of the bid and ask
price of the last reported daily bids and asks of the Company's common stock in
the over-the-counter market for the ten (10) consecutive trading days ending
with the trading date prior to the effective date of the Reverse Split. The
effective date shall be the date on which the Certificate of Amendment of
Articles of Incorporation of the Company effectuating the Reverse Split is filed
with the California Secretary of State. Shares of common stock of the Company
currently trade in the Pink Sheets, over-the-counter market, for approximately
$0.50 per share.
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2. CERTIFICATELESS OWNERSHIP. The Board believes that it is in the best
interest to provide for certificateless/electronic book entry ownership of the
Company, which will provide for greater efficiency, accuracy and cost savings in
maintaining records of ownership of the Company's stock. An amendment will be
made to Article VIII, Section 4 of the Company's By-laws to provide for
certificateless/electronic book entry ownership of stock of the Company.
Ownership of the shares shall be entered in electronic form in the books of the
Company maintained by its transfer agent. The Company will adopt a system of
issuance, recordation and transfer of its shares by electronic or other means
not involving any issuance of certificates. The Company's transfer agent, U.S.
Stock Transfer Corporation, will implement the certificateless/electronic book
entry ownership described above, and will be sending you correspondence shortly
to effectuate the Certificateless Ownership and the Reverse Split transactions.
3. SPIN-OFF. The Board approved a transaction involving the separation
of the Company's wholly-owned subsidiary, AJOL, by authorizing the issuance of
shares of common stock of AJOL owned by the Company to the stockholders of the
Company in proportion to each stockholder's percentage ownership in the Company.
In authorizing the foregoing, the Board considered that the Company's business
is operated exclusively in Japan through AJOL, and that there is relatively
little or no interest in the Company and its common stock and AJOL in the United
States. The Board also considered that a majority of the Company's shareholders
reside in Japan. The Board also believes that shareholders of the Company could
maximize the value of their shares in the Company by directly holding shares in
AJOL, in addition to continuing holding shares in the Company. The Board also
considered that AJOL would be in a position to seek and obtain private issuer
status in the United States following the Spin-Off, thereby allowing AJOL to
seek suspension of any Securities and Exchange Commission ("SEC") reporting
obligations to which it would be subject following the Spin-Off. Finally, the
Board considered that the Spin-Off will allow AJOL to more effectively and
efficiently focus on its business in Japan. Based on the foregoing, the Board,
approved by the written consent of the holders of a majority of the issued and
outstanding shares of common stock of the Company, authorized the transaction
whereby the Company will seek divestiture of and Spin-Off AJOL to the
stockholders of the Company, pro rata. Following the Spin-Off, the stockholders
of the Company will continue to own the same number of shares in the Company
that they held pre Spin-Off, and will in addition own AJOL shares in proportion
to their percentage ownership in the Company. Following the Spin-Off, the
Company will acquire the status of a public shell corporation with no operating
business, and will seek merger, acquisition or other business opportunities. The
effective date of the Spin-Off and the record date for stockholders to be
eligible to receive AJOL shares in the Spin-Off will be determined by the Board,
as appropriate, and will be subject to the filing and effectiveness of a
registration statement with the SEC, registering the AJOL shares. The Board can
provide no assurance that a public market or any market for the AJOL shares or
the Company's shares, either in Japan or the United States, will develop or
exist or at what price following the Spin-Off.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 8, 2007, certain information with respect to the
beneficial ownership of the Company's Common Stock by (i) any person (including any "group" as that term
is used in Section 13(d)(3) of the Exchange Act) known by the Company to be the beneficial owner of more
than 5% of any class of the Company's voting securities, (ii) each director, (iii) each of the named
executive officers, as defined below, and (iv) all current directors and executive officers of the
Company as a group. As of March 8, 2007, there were 20,542,875 shares (1) of issued and outstanding
Common Stock.
NUMBER OF SHARES PERCENT OF TOTAL
OF COMMON STOCK COMMON STOCK
NAME AND ADDRESS BENEFICIALLY OWNED (1)
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5% SHAREHOLDERS
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Foster Strategic Investment Partnership(2)
9 Raffles Place #08-01, Republic Plaza
Singapore, 048619 10,547,594 51.34%
Leo Global Fund(3)
Mori Bldg, 3F Toranomon 11
6-4 Toranomon, 2-Chome
Minato-Ku, Tokyo, Japan 105-0001 3,138,571 15.28%
DIRECTORS AND OFFICERS
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Yoshihiro Aota
Tennozu First Tower 9th floor
2-2-4 Higashi-Shinagawa, Shinagawa-ku
Tokyo, Japan 140-0002.
0 0%
Richard H. Izumi
1 City Boulevard West, Suite 820
Orange, California 92868 24,489 0.12%
Masao Yamamoto
Tennozu First Tower 9th floor 0 0%
2-2-4 Higashi-Shinagawa, Shinagawa-ku
Tokyo, Japan 140-0002
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities.
(2) Based on reasonable inquiry, the Company is aware that Green Capital claims
beneficial ownership of 100% of the shares owned by Foster Strategic Investment
Partnership. The basis for this determination is an oral understanding between
Green Capital and Foster Strategic Investment Partnership that Foster Strategic
Management will exercise its shareholder voting rights only with the concurrence
of Green Capital.
(3) Based on reasonable inquiry, the Company is aware that Green Capital claims
beneficial ownership of 98% of the shares owned by Leo Global Fund. The basis
for this determination is an oral understanding between Green Capital and Leo
Global Fund that Leo Global Fund will exercise its shareholder voting rights
only with the concurrence of Green Capital
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
FINANCIAL INFORMATION
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The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you about
us by referring you to those documents filed separately with the SEC. The
information incorporated by reference is considered to be part of this
Information Statement and information that we file later with the SEC will
automatically update and supersede this information.
Our financial information is incorporated herein by reference to our
annual report on Form 10-K for the fiscal year ended March 31, 2006, and our
quarterly report on Form 10-Q most recently filed with the SEC. We also
incorporate by reference our Form 8-K filed with the SEC on March 8, 2007. A
copy of the Company's annual report on Form 10-K for the fiscal year ended March
31, 2006, may be obtained, at no charge, by written request to Mr. Richard H.
Izumi, chief financial officer and secretary of the Company, at 1 City Boulevard
West, Suite 820, Orange, California 92868. Copies can also be obtained from the
public records section of the SEC, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. We also file documents and reports electronically
through the electronic data gathering analysis and retrieval system ("EDGAR")
which is publicly available, at no charge, through the SEC's internet worldwide
website, http://www.sec.gov.
Dated: March 30, 2007 By: Order of the Board of Directors
By: /s/ Richard H. Izumi
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Richard H. Izumi
Chief Financial Officer and Secretary
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EXHIBIT 99.1
[TO BE TYPED ON THE LETTERHEAD OF PPOL, INC.]
1 CITY BOULEVARD WEST, SUITE 820
ORANGE, CA 92868
March 30, 2007
RE: NOTICE OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
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Dear Stockholder:
The Information Statement (attached) is furnished by the Board of
Directors (the "Board") of PPOL, Inc., a California corporation (the "Company")
to holders of record of the Company's common stock, $0.001 par value per share,
pursuant to Rule 14(c)-2 promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). The purpose of this Information Statement is to
inform our stockholders that on February 16, 2007, the Company's Board
unanimously approved a resolution authorizing a 1 for 100 reverse stock split
(the "Reverse Split") of the Company's presently issued and outstanding shares
of common stock, and further authorizing the payment of cash in lieu of
fractionalized shares otherwise issuable in connection with the Reverse Split.
The Board also authorized an amendment to the Company's Articles of
Incorporation, effectuating the Reverse Split. The Reverse Split and the
amendment to the Company's Articles of Incorporation will not become effective
until at least twenty (20) days after the mailing of the Information Statement.
The Board also unanimously voted, on February 16, 2007, to authorize an
amendment to the Company's By-laws to provide for certificateless/electronic
book entry ownership of stock in the Company ("Certificateless Ownership"), such
that the Company will not issue stock certificates to evidence the ownership
thereof, but that information sufficient to identify ownership in the Company
will be entered in electronic form in the books of the Company maintained by its
transfer agent. The amendment to the By-laws effectuating certificateless
ownership will not become effective until at least twenty (20) days after the
initial mailing of the Information Statement.
Also, the Board, on February 16, 2007, unanimously voted to authorize
the spin-off (the "Spin-Off") of all of the Company's shares of AJOL Co., Ltd.
("AJOL"), the Company's wholly-owned subsidiary, to the Company's shareholders,
pro rata. The Company will distribute the AJOL shares, pro rata, among the
Company's shareholders as of a record date to be determined by the Board. PPOL
shareholders will receive cash in lieu of fractionalized shares for amounts of
less than one (1) AJOL share, at such fair market value as the Board shall
determine as of the record date. The Spin-Off and issuance of AJOL shares to the
Company's shareholders will not become effective until such time as the Company
completes registration of the AJOL shares by filing a registration statement
with the Securities and Exchange Commission under the Exchange Act. The Company
can provide no date at this time as to when such registration statement will be
filed with the SEC and when, if at all, such registration statement will become
effective.
On March 8, 2007, holders of a majority of the outstanding shares of
common stock of the Company approved and authorized the Reverse Split,
Certificateless Ownership of shares in the Company, the Spin-Off and related
amendments to the Company's Articles of Incorporation and By-laws, by written
consent in lieu of a special meeting of stockholders. This letter and the
Information Statement shall be considered the notice of the foregoing
stockholder action required under Section 603 of the California Corporations
Code.
March 30, 2007
Page 2
No action is required by you. The accompanying Information Statement is
furnished only to inform our stockholders of the actions described above, before
such actions take effect in accordance with Rule 14(c)-2 promulgated under the
Exchange Act.
This Information Statement is being mailed to you on or about March 30,
2007.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
By Order of the Board of Directors
Richard H. Izumi
Chief Financial Officer and Secretary