SCHEDULE 14C
INFORMATION STATEMENT
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant
[X] Filed by a Party other than the Registrant
[ ] Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential for use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
EMPS CORPORATION
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[X] 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: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(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): N/A
(4) Proposed maximum aggregate value of transaction: $28,078
(5) Total fee paid: $5.62
[ ] 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, of
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
EMPS CORPORATION
2319 Foothill Blvd., Suite 250
Salt Lake City, Utah 84109
NOTICE OF SHAREHOLDER ACTION TAKEN BY MAJORITY
WRITTEN CONSENT IN LIEU OF A SHAREHOLDER MEETING
May 30, 2003
To the Shareholders of EMPS Corporation:
On May 22, 2003, our Board of Directors declared the advisability of,
and recommended that our shareholders approve, a spin-off distribution of the
common shares of EMPS Research Corporation ("Research") owned by EMPS
Corporation to our shareholders. Research is currently a majority-owned
subsidiary of EMPS Corporation. On May 23, 2003, the holders of a majority of
our outstanding shares of stock entitled to vote thereon executed written
consents in accordance with Section 78.320(2)of the Nevada Revised Statutes (the
"NRS") approving and adopting the action to effect a spin-off distribution of
our Research shares to our shareholders. Enclosed with this letter is a copy of
the Information Statement filed with the Securities and Exchange Commission
pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended,
and the regulations promulgated thereunder. The Information Statement describes
in greater detail the spin-off distribution of Research shares to our
shareholders.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Thank you for your continued interest in and support of EMPS
Corporation.
Sincerely,
/s/ Louis Naegle
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Louis Naegle, President
Enclosures
EMPS CORPORATION
2319 Foothill Blvd., Suite 250
Salt Lake City, Utah 84109
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS INFORMATION
STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
This Information Statement is being mailed, commencing on or about June
___, 2003, to all of our shareholders of record as of the close of business on
May 22, 2003 (the "Record Date"), in connection with the spin-off distribution
(the "spin-off") of common shares of our majority- owned subsidiary EMPS
Research Corporation ("Research"). If this Information Statement is being
delivered to two or more security holders who share the same address, such
security holders can request a single copy of future communications, such as
Information Statements, from EMPS Corporation by written request to Interwest
Transfer Company, Inc., our transfer agent, at 1981 East 4800 South, Suite 100,
Salt Lake City, Utah 84117.
On May 22, 2003, our board of directors declared the advisability of,
and recommended that our shareholders approve, the spin-off of Research shares
to our shareholders. On May 23, 2003, the holders of a majority of our
outstanding shares of stock entitled to vote thereon executed written consents
in accordance with Section 78.320(2)of the Nevada Revised Statutes (the "NRS")
approving and adopting the action to effect the spin-off of Research to our
shareholders.
We are not aware of any substantial interest, direct or indirect, by
security holdings or otherwise, that is in opposition to matters of action
taken. In addition, pursuant to Nevada corporation law, the actions taken by
majority written consent in lieu of a special shareholder meeting do not create
appraisal or dissenters' rights.
Our board of directors determined to pursue shareholder action by
majority written consent presented by our outstanding shares of stock entitled
to vote in an effort to reduce the costs and management time required to hold a
special meeting of shareholders and to implement the spin-off to our
shareholders in a timely manner.
The spin-off of Research shares to our shareholders will be effected by
instructing Interwest Transfer Company, Inc., our transfer agent, to distribute
our shares of Research to our shareholders to shareholders of record, on a
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pro-rata basis, on or about June ___, 2003 (the "Payment Date"). All necessary
corporate approvals in connection with the matters referred to herein have been
obtained, and the purpose of this Information Statement is to furnish certain
information regarding the spin-off to both our shareholders and to the trading
market.
As of the Record Date, we had 30,000,000 shares of common stock issued
and outstanding, with each such share entitled to one vote with respect to the
spin-off. We had no other issued and outstanding classes of stock entitled to
vote. The holders of 16,300,644 shares of our issued and outstanding common
stock, representing approximately 54.3% of the votes entitled to be cast with
regard to the spin-off, approved and adopted the recommendation of our board of
directors by written consent.
THE SPIN-OFF OF EMPS RESEARCH CORPORATION
Our management, in connection with the management of Research, has
determined it is in the best interest of both corporations to pursue the
spin-off of Research to our shareholders by making a pro-rata distribution of
our 3,000,000 shares of Research common stock to our shareholders. Our shares of
Research represent 90.9% of the currently issued and outstanding common shares
of Research. The spin-off will be effected without registering the distribution
of shares to our shareholders with the Securities and Exchange Commission
("SEC") pursuant to its Staff Bulletin 4, which sets forth the conditions to be
met by corporations effecting spin-off distributions without registration.
Our management believes the spin-off does not have to be registered
because it complies with five specific conditions set forth in Section 4.4A of
the Staff Bulletin. Specifically: (i) our shareholders will not provide any
consideration for Research shares; (ii) the spin-off is pro-rata to our
shareholders; (iii) this Information Statement and the Exchange Act Registration
Statement on Form 10-SB, as amended, filed by Research provide adequate
information regarding the spin- off; (iv) we have valid business purposes, as
set forth below for the spin-off; and (v) the restricted spun-off securities
have been held by us for over two years.
Consideration & Distribution Ratio
You are not required to provide any consideration for the shares you
receive in the spin- off. Each EMPS Corporation shareholder will have the same
proportionate interest in EMPS Corporation and Research both before and after
the spin-off. As such, there will be a distribution ratio of one for ten meaning
you will receive one (1) share of Research common stock for every ten (10)
shares of EMPS Corporation common stock you own.
Information to Shareholders & Trading Markets
Research has not been subject to the Exchange Act reporting
requirements for ninety (90) days. Therefore, pursuant to Section 4(4)(A)(3)(a)
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of SEC Staff Bulletin 4, we have caused this Information Statement to be
distributed to you. Also, on March 26, 2003, Research filed a registration
statement, as amended, to register its common shares pursuant to section 12(g)
of the Securities Exchange Act of 1934. The registration statement of Research
on Form 10-SB, as amended, is incorporated herein by reference. You may request
a copy of the Research Form 10- SB, as amended, by written or oral request.
Written requests should be directed to Poulton & Yordan, 136 East South Temple,
Suite 1700A, Salt Lake City, Utah 84111, and oral requests should be directed to
Poulton & Yordan at (801) 355-1341. Copies of the documents incorporated by
reference will be sent by first class mail or other equally prompt means within
one business day of receipt of such request.
We are furnishing this Information Statement solely to provide
information to our shareholders who will receive Research shares in the
distribution. It is not, and is not to be construed as, an inducement or
encouragement to buy or sell any securities of Research or EMPS Corporation. The
information contained in this Information Statement is believed to be accurate
as of the date set forth on the cover of this Information Statement. Changes may
occur after that date, and neither Research nor EMPS Corporation will update the
information except as required by law in the normal course of their respective
public disclosure practices.
Valid Business Purposes for Spin-Off
Since our acquisition of Caspian Service Group, Limited in July 2002,
our major focus has been the development of the business operations of Caspian
Services Group Limited. Caspian Services Group Limited is engaged in the oil and
gas services industry in the Kazakhstan sector of the Caspian Sea. As a result
of this acquisition of Caspian Services Group Limited, our business focus and
the business focus of Research have become distinct. We believe each corporation
will have greater success in their particular industry if Research is no longer
a majority-owned subsidiary of EMPS Corporation.
Our management believes that the spin-off will allow Research to pursue
needed financial investment and attract management assistance suited for a
technology development company. Our management further believes that by
spinning-off Research, each corporation will be able to concentrate attention
and financial resources on its respective business activities, without regard to
the objectives and policies of the other business. As independent businesses
each will be able to offer employee incentives tied directly to the results of
the respective business activities. In addition, the spin-off will allow
investors to better evaluate each business. Finally, each corporation will be
able to negotiate financing terms focused on the distinct activities of each
business and thereby improve the likelihood that each corporation will achieve
its objectives.
Holding Period of "restricted securities"
On February 14, 2001, Research issued 1,000,000 restricted common
shares to EMPS Corporation pursuant to an exemption from registration provided
under Section 4(2) of the Securities Act of 1933, as amended. The shares were
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issued in exchange for all right, title and interest in certain U.S. Patents,
for organization costs and for cash in the amount of $2,100. On December 23,
2002, Research filed an amendment to its Articles of Incorporation effecting a
one for three forward split of its issued and outstanding common stock resulting
in 2,000,000 shares being issued to EMPS Corporation.
Although our corporation caused Research to be formed and therefore may
not be required to meet the two year holding requirement of restricted
securities prior to any spin-off, the 3,000,000 restricted common shares of
Research have complied with the two year holding period.
For the foregoing reasons, our management believes that the Research
shares issued to our shareholders pursuant to the spin-off are not required to
be registered under the Securities Act and will be free trading shares. The only
exception will be shares issued to control persons. Shares issued to10%
shareholders of EMPS Corporation will be required to bear a control legend and
may only be sold in compliance with Rule 144.
ISSUANCE OF RESEARCH SHARES
You do not need to surrender or exchange your EMPS Corporation stock
certificates or take any other action in order receive the Research shares. On
the Payment Date, approximately twenty days after this Information Statement is
mailed to shareholders, our transfer agent will issue Research common stock
certificates to our shareholders on a pro-rata basis and will mail the
certificates to the addresses on record with our transfer agent. The costs of
the spin-off shall be borne by the corporations. Any fractional shares resulting
from the distribution ratio will be rounded up to the next whole share.
PRINCIPAL EFFECTS OF THE SPIN-OFF
As of the close of business on the Effective Date, the 3,000,000 shares
of Research common stock will be distributed and spun-off to our shareholders
and Research will no longer be our majority-owned subsidiary.
We do not know, and cannot predict, how our limited trading market will
react to the spin-off. Although our shareholders will receive free trading
shares of Research common stock, there is no trading market for Research at this
time. We have been informed that management of Research plans to pursue listing
on the Over the Counter Bulletin Board ("OTCBB"). There is, however, no
assurance that Research will be successful in its plans to trade on the OTCBB or
that any other trading market will ever develop for the Research shares. If
Research is unsuccessful in entering a trading market then the Research shares
could remain highly illiquid indefinitely.
TAX CONSEQUENCES OF SPIN-OFF
Our management believes that the spin-off qualifies as a tax-free
distribution to you for U.S. federal income tax purposes pursuant to Sections
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368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended. This
belief is subject to certain assumptions which, if incorrect in any material
respect, would cause our belief to become invalid. Our management is not aware
of any facts or circumstances that would cause the assumptions to be untrue.
Tax Basis & Holding Period
To determine the U.S. federal income tax basis in the EMPS Corporation
stock and the newly received Research stock, you must allocate the tax basis in
your EMPS Corporation stock immediately before the spin-off among such shares.
The tax basis in your EMPS Corporation stock before the spin-off generally is
equal to the cost of such shares, including commissions. If you acquired shares
at different times and at different costs, you will be required to make separate
tax basis calculations for each group of shares. Please consult your tax advisor
to determine your tax basis in your EMPS Corporation stock to be allocated.
Your holding period for U.S. federal income tax purposes for the
newly-received Research stock is the same holding period as your EMPS
Corporation stock unless you fall within a special category of holder, such as a
dealer or trader who did not hold the EMPS Corporation stock as a capital asset
on the Record Date.
Statement in U.S. Federal Income Tax Return
U.S. Treasury regulations may require each shareholder to attach to his
or her 2003 U.S. federal income tax return a signed statement setting forth
certain prescribed information about the spin-off. For this purpose, we are
enclosing a sample statement attached hereto as Exhibit 99.02, which you may
complete and use when filing your 2003 tax return.
The tax information included in this Information Statement represents
our understanding of existing U.S. federal income tax law and regulations and
does not constitute tax advice. Nor do we purport this information to be
complete or to describe tax consequences that may apply to particular categories
of shareholders. Each shareholder should consult a tax advisor as to the
particular consequences of the spin-off under U.S. federal, state and local tax
laws and foreign tax laws that may affect the description set forth above.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 31, 2003, the name and the
number of shares of the Registrant's Common Stock, par value of $0.001 per
share, held of record or beneficially by each person who held of record, or was
known by the Registrant to own beneficially, more than 5% of the 30,000,000
issued and outstanding shares of the Company's Common Stock, and the name and
shareholdings of each director and of all officers and directors as group.
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Type of Amount & Nature of % of
Security Name and Address Beneficial Ownership Class
-------- ---------------- -------------------- -----
Common Marat Cherdabayev -0- -0-
2319 Foothill Blvd., Suite 250
Salt Lake City, Utah 84109
Common Dora International Limited 3,250,764 11%
P.O. Box 357
Pirouet House, Union Street
St. Helier, Jersey, Channel Islands
JE4 9WQ, United Kingom
Common Laird Garrard 3,250,764 11%
Dostyk 63-65/ Shevchenko 13
Almaty 480100
Republic of Kazakhstan
Common Mirgali Kunayev -0- -0-
Dostyk 63-65/ Shevchenko 13
Almaty 480100
Republic of Kazakhstan
Common Louis Naegle -0- -0-
2319 Foothill Blvd., Suite 250
Salt Lake City, Utah 84109
Common Paul Roberts 3,250,764 11%
Dostyk 63-65/ Shevchenko 13
Almaty 480100
Republic of Kazakhstan
Common Petroleum Services Group Limited 14,086,644 47%
P.O. Box 544
14 Britania Place Bath Street
St. Helier, Jersey, Channel Islands
JE2 4SU, United Kingdom
Common Satco International Limited 2,460,000 8%
Room 304, Arion Commercial Centre
2-12 Queens Road West
Hong Kong, People's Republic of China
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Type of Amount & Nature of % of
Security Name and Address Beneficial Ownership Class
-------- ---------------- -------------------- -----
Common Techgrand Company Limited 3,250,764 11%
Room 304, Arion Commercial Centre
2-12 Queens Road West
Hong Kong, People's Republic of China
--------------------------------------------------------------------------------
All officers and directors 6,501,528 22%
as a group (5 persons)
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TOTAL 29,546,700 98%
--------------------------------------------------------------------------------
Mr. Cherbadayev, Mr. Garrard, Mr. Kunayev and Mr. Naegle are officers
of EMPS. Mr. Cherdabayev, Mr. Kunayev and Mr. Roberts are directors of EMPS.
FORWARD-LOOKING STATEMENTS
Certain statements in this Information Statement may be deemed to be
forward-looking statements under the private securities litigation reform act of
1995. It is our intention that such forward-looking statements be subject to the
"safe-harbor" provisions of that act. Forward- looking statements regarding
economic conditions, effects of corporate initiatives (including the reverse
stock split discussed herein), future profitability, projections, future revenue
opportunities, and their impact on the company are forward-looking statements
and not historical facts. These statements are estimates or projections
involving numerous risks or uncertainties, including but not limited to,
consumer demand, acceptance of services offered by the company, the company's
ability to maintain current expenses and revenue levels, actions by competitors,
impairment of federal funding, legislative action, student default rates,
changes in federal or state authorization or accreditation changes, changes in
market needs and technology, political or regulatory matters, litigation,
general economic conditions, changes in management strategy and the company's
ability to leverage its curriculum and management infrastructure to build its
student base. Actual results or events could differ materially from those
discussed in the forward-looking statements. See our reports on Forms 10-KSB,
10-QSB and 8-K filed with the Securities and Exchange Commission for further
information. We disclaim any obligation to publicly update, revise or correct
any forward-looking statements, whether as a result of new information, future
events or otherwise.
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EXHIBITS
99.01 EMPS Research Corporation Incorporated by reference as
Form 10-SB, as amended originally filed with the SEC on
March 26, 2003, as amended.
99.02 IRS Tax notification form Attached
By order of the board of directors,
EMPS CORPORATION
/s/ Louis Naegle
----------------------
LOUIS NAEGLE
President
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