SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
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
Print Data Corp.
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(Name of Registrant as Specified in Its Charter)
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[ ] 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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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number, or
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PRINT DATA CORP.
B24-B27, 1/F, BLOCK B, PROFICIENT INDUSTRIAL CENTRE
6 WANG KWUN ROAD
KOWLOON, HONG KONG
To the stockholders of Print Data Corp.:
Print Data Corp., a Delaware corporation (the "Company") has obtained
the written consent of certain of its stockholders of record as of November 3,
2003 to approve an amendment to our Certificate of Incorporation, amending the
name of the Company from "Print Data Corp." to "ACL Semiconductors Inc." This
amendment has been approved by our board of directors and the holders of more
than a majority of our shares of common stock outstanding. Your consent is not
required and is not being solicited in connection with this action. Pursuant to
Section 228 of the Delaware General Corporation Law, you are hereby being
provided with notice of the approval by less than unanimous written consent of
our stockholders of the foregoing amendments to our Certificate of
Incorporation. Pursuant to the Securities Exchange Act of 1934, as amended, you
are being furnished an information statement relating to this action with this
letter.
By order of the Board of Directors
/s/ Chung-Lun Yang
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Chairman of the Board of Directors and
Chief Executive Officer
PRINT DATA CORP.
INFORMATION STATEMENT
This Information Statement is furnished to the stockholders of Print
Data Corp. in connection with the taking of action by written consent of the
holders of a majority of the outstanding shares of common stock, par value
$0.001 per shares approving an amendment to our Certificate of Incorporation. In
accordance with, and pursuant to, this written consent, our corporate name will
be amended from "Print Data Corp." to "ACL Semiconductors Inc.".
THE APPROXIMATE DATE ON WHICH THIS INFORMATION STATEMENT IS FIRST BEING SENT OR
GIVEN TO STOCKHOLDERS IS NOVEMBER 24, 2003. WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by us with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated by reference herein:
1. Current Report on Form 8-K, filed October 16, 2003;
2. Information Statement on Form SC 14F1, filed September 9, 2003;
3. Quarterly Report on Form 10-QSB, filed August 8, 2003;
4. Proxy Statement, filed on June 3, 2003;
5. Quarterly Report on Form 10-QSB, filed May 15, 2003;
6. Annual Report on Form 10-KSB, filed March 1, 2003; and
7. Registration Statement on Form 10 pursuant to Section 12(g) of the Exchange
Act, as filed on December 30, 2002, and as amended on February 11, 2003 and
March 5, 2003.
THIS INFORMATION STATEMENT INCORPORATES BY REFERENCE DOCUMENTS RELATING TO US
WHICH ARE NOT PRESENTED IN OR WITH THIS INFORMATION STATEMENT. DOCUMENTS
RELATING TO US (OTHER THAN EXHIBITS TO THESE DOCUMENTS UNLESS THESE EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE) ARE AVAILABLE TO ANY PERSON, INCLUDING
ANY BENEFICIAL OWNER, TO WHOM THIS INFORMATION STATEMENT IS DELIVERED, ON
WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, BY WRITING TO US AT PRINT DATA CORP.,
B24-B27, 1/F, BLOCK B, PROFICIENT INDUSTRIAL CENTRE, 6 WANG KWUN ROAD, KOWLOON,
HONG KONG, ATTENTION: CHIEF EXECUTIVE OFFICER, OR BY CALLING THE COMPANY AT
011-852-2799-1996. COPIES OF DOCUMENTS SO REQUESTED WILL BE SENT BY FIRST CLASS
MAIL, POSTAGE PAID, WITHIN ONE BUSINESS DAY OF THE RECEIPT OF SUCH REQUEST.
VOTING
As of November 3, 2003, 27,829,936 shares of our common stock were
issued and outstanding. Each share of common stock entitles its holder to one
vote on each matter submitted to the stockholders. The record date for purposes
of the written consent to the amendment was November 3, 2003. However, because
our directors and officers and certain stockholders hold at least a majority of
our issued and outstanding shares of common stock and, therefore, had sufficient
voting power to approve the amendment to our Certificate of Incorporation
through their ownership of our common stock, no other stockholder consents are
being solicited and no stockholders' meeting is being held in connection with
the amendments. See "Amendment to Certificate of Incorporation" herein.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS
OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this Information
Statement, the ownership of the common stock by (i) each person who is known by
us to own of record or beneficially more than 5% of our outstanding common
stock, (ii) each of our directors and executive officers, and (iii) all of our
directors and executive officers as a group. Except as otherwise indicated, the
stockholders listed in the table have sole voting and investment powers with
respect to the shares indicated.
As used in the table below and elsewhere herein, the term BENEFICIAL
OWNERSHIP with respect to a security consists of sole or shared voting power,
including the power to vote or direct the vote, and/or sole or shared investment
power, including the power to dispose or direct the disposition, with respect to
the security through any contract, arrangement, understanding, relationship, or
otherwise, including a right to acquire such power(s) during the next 60 days
following the date of this Information Statement. Unless otherwise noted,
beneficial ownership consists of sole ownership, voting, and investment power
with respect to all common stock shown as beneficially owned by them.
NUMBER OF SHARES OF
REGISTRANT COMMON STOCK PERCENTAGE OF CLASS
NAME AND ADDRESS BENEFICIALLY OWNED BENEFICIALLY OWNED(1)
---------------- ------------------ ---------------------
Chung-Lun Yang (2) 22,380,000 80.4%
No. 78, 5th Street
Hong Lok Yuen, Tai Po
New Territories, Hong Kong
Ben Wong (2) 0 0.0%
19B, Tower 8, Bellagio,
33 Castle Peak Road, Sham Tseng
New Territories, Hong Kong
Kenneth Lap-Yin Chan 0 0.0%
Flat B, 8/F., Block 19,
South Horizons,
Aplei Chau, Hong Kong
All Directors and Officers 22,380,000 80.4%
as a Group
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(1) Calculated based upon 27,829,936 shares of common stock outstanding as of
November 3, 2003. (2) Director of the Registrant.
CHANGE OF CONTROL
On September 8, 2003, we entered into a Share Exchange and
Reorganization Agreement (the "Exchange Agreement") with Atlantic Components
Limited, a Hong Kong corporation ("Atlantic"), and Mr. Chung-Lun Yang, the sole
beneficial stockholder of Atlantic ("Mr. Yang"), which set forth the terms and
conditions of the exchange by Mr. Yang of his common shares of Atlantic,
representing all of the issued and outstanding capital stock of Atlantic, in
exchange for the issuance by us to Mr. Yang and certain financial advisors of an
aggregate twenty five million (25,000,000) shares of our common stock (the
"Transaction"). Pursuant to the Exchange Agreement, Atlantic and we agreed,
inter alia, to elect Mr. Yang and Mr. Ben Wong (the "Designees") to our board of
directors upon the closing of the Transaction (the "Closing"), effective as of
that date (the "Closing Date"), at which time, all of our existing directors
would resign.
On September 9, 2003, in contemplation of the closing of the
Transaction (the "Closing") and the resultant change in control of the Board of
Directors, we filed an Information Statement on Schedule 14f-1 with the
Securities and Exchange Commission.
The Closing occurred on September 30, 2003, upon the satisfaction or
waiver of the conditions to the Closing set forth in the Exchange Agreement, as
a result of which (i) Atlantic became our wholly-owned subsidiary, (ii) Mr. Yang
received an aggregate of 22,380,000 shares of our common stock, (iii) our
existing directors resigned and the Designees were appointed to fill their
vacancies and become the sole members of the Board of Directors, and (iv)
certain financial advisors to Atlantic became entitled to receive an aggregate
of 2,620,000 shares our common stock. Giving effect to the Closing (including
required issuances to financial advisors), Mr. Yang held approximately 80.4% of
our outstanding common stock immediately following the Closing.
In connection with the Transaction, we entered into a Conveyance
Agreement dated as of September 30, 2003, pursuant to which we conveyed our
historic operations of providing supplies used in a computer or office
environment to New Print Data Corp, our newly-formed, wholly-owned subsidiary
("Newco"), by assigning all of the assets and liabilities relating to such
operations to Newco which, in turn, accepted the assignment and assumed all such
liabilities. On
October 1, 2003, subsequent to the Closing of the Transaction, we entered into a
Securities Purchase Agreement with Jeffrey I. Green, Phyllis S. Green and Joel
Green (collectively, the "Series A Holders"), pursuant to which we sold all of
the issued and outstanding capital stock of Newco to the Series A Holders in
consideration for their surrender to us for cancellation of all of their
outstanding shares of our Series A Preferred Stock, par value $0.001 per share.
AMENDMENT TO CERTIFICATE OF INCORPORATION
On November 3, 2003 our board of directors adopted resolutions
proposing, and as of November 3, 2003 the holders of record on November 3, 2003
of more than a majority of the outstanding shares of our common stock approved,
the Amendment amending our corporate name from "Print Data Corp." to "ACL
Semiconductors Inc.". The Certificate of Amendment of Certificate of
Incorporation, a copy of which is attached hereto as Exhibit A, is filed with
the Secretary of State of the State of Delaware, which is expected to be on or
about December 15, 2003. Holders of our common stock do not and will not have
preemptive rights pursuant to our Certificate of Incorporation.
By order of the Board of Directors
/s/ Chung-Lun Yang
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Chairman of the Board of Directors and
Chief Executive Officer
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PRINT DATA CORP.
Print Data Corp., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"CORPORATION"), does hereby certify as follows:
FIRST: The Board of Directors of the Corporation, by unanimous
written consent pursuant to Section 141(f) of the General Corporation Law of the
State of Delaware, duly adopted the following resolution setting forth the
amendment to the Certificate of Incorporation as filed on September 17, 2002:
RESOLVED, that the Board of Directors deems it in the best interest of
the Corporation to amend the Certificate of Incorporation of the Corporation as
filed on September 17, 2002 (the "CERTIFICATE OF Incorporation"), by deleting
Article First of the Certificate of Incorporation in its entirety and replacing
it with the following:
"FIRST: The name of the Corporation is "ACL Semiconductors Inc.".
SECOND: That, by written consent executed in accordance with Section
228 of the General Corporation Law of the State of Delaware, the holders of a
majority of the outstanding stock of the Corporation entitled to vote thereon,
and the holders of a majority of the outstanding stock of each class entitled to
vote thereon as a class, was given written notice of the proposed amendments to
the Certificate of Incorporation and voted in favor of the adoption of the
amendments to the Certificate of Incorporation.
THIRD: That said amendment was duly adopted in accordance with
Section 242 of the General Corporation Law of the State of Delaware.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, said Print Data Corp. has caused this certificate
to be signed by Chung-Lun Yang, its Chief Executive Officer, as of December 15,
2003.
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CHUNG-LUN YANG
CHIEF EXECUTIVE OFFICER
PRINT DATA CORP.