UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[ ] | Definitive Proxy Statement | |
[ ] | Definitive Additional Materials | |
[ ] | Soliciting Material Pursuant to §240.14a-12 |
LOCATEPLUS HOLDINGS CORP
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Dear LocatePLUS Holdings Corporation shareholder:
We are communicating with you at this time to obtain your Written Consent (a) to increase our authorized shares by adding a new authorization of Preferred Shares and (b) to authorize action by our officers to carry out the foregoing task. The purpose of this authorization is to enable us to complete successfully an agreed-upon exchange of approximately $1,817,828 of Convertible Debentures owned by Dutchess Private Equities Fund, Ltd. into 72,000 shares of new Series A Preferred Stock, thus reducing our interest expense.
There will be no corresponding increase in our authorized Common Stock which will remain at 50,000,000 shares.
This proposal requires the written consent of holders of a majority of the Company's Common Stock before it can be implemented.
The Board and I feel it is in the best interest of our shareholders to increase the authorized shares as described above.
Enclosed with this communication as Appendix B is a Written Consent of a Majority of Shareholders to the proposals. We recommend that you sign this Consent and return it to us.
YOUR CONSENT IS IMPORTANT, AND WE ENCOURAGE YOU TO SEND IN YOUR CONSENT AS SOON AS POSSIBLE.
I urge you to read the enclosed Statement carefully, and to grant your consent on each of the matters by signing and returning the Written Consent in the envelope provided.
If you have any questions, we can be reached through the Company's main number, (978) 921-2727.
Best regards,
Christian Williamson Geofffrey Lee
Chairman Interim Chief Executive Officer
Beverly, Massachusetts
November 19, 2009
* * *
A copy of this Statement must be furnished to each shareholder of record as of October 8, 2009 ( the “Record Date”) in order to for Proposal Nos. 1, and 2 described below to be approved by the shareholders. The Board of Directors has already approved each of the Proposals. The Board of Directors is soliciting Written Consents of a Majority of Shareholders in the form enclosed as Appendix B to this Statement (a "Written Consent") from the shareholders of the Company. Under Delaware law and applicable securities laws if these procedures are observed it is not necessary to hold a meeting of shareholders to approve the Proposals. Written Consents must be obtained from shareholders holding fifty one percent (51%) or more of the Common Stock of the Company
This Statement is dated November 19, 2009 and was first furnished to our shareholders on that date.
WHY ARE YOU RECEIVING THE STATEMENT?
We are providing the Statement to you because the Company's Board of Directors is soliciting holders of the Company's Common Stock to provide Written Consents. The Company’s records indicate that you were a holder of shares of the Common Stock of the Company as of the close of business on the Record Date.
WHO IS ENTITLED TO CONSENT?
Only shareholders of record at the close of business on the Record Date are entitled to consent. All shareholders are entitled to consent with respect to both Proposals. As of the Record Date, 49,993,987 shares of Common Stock were issued and outstanding, and held by 439 holders of record. Each share of Common Stock is entitled one vote per share.
HOW CAN YOU CONSENT?
You can sign and return your Written Consent to us. If you sign and return your Consent but no indication is given as to how to vote your shares as to the Proposals, your shares will be voted "FOR" the Proposals. if your shares are held in the name of your broker, bank or other nominee, you must obtain and send back to us a SIGNED Written Consent from your nominee on your behalf.
WHAT CONSENT IS REQUIRED TO APPROVE THE PROPOSALS?
The affirmative vote of a majority of the outstanding Common Stock of the Company is required to approve each of the Proposals. Brokers holding shares in their name will not be permitted to consent to the Proposals without instruction from the beneficial owner of the shares.
ARE THERE ANY DISSENTER'S RIGHTS OF APPRAISAL?
No. Under applicable provisions of the Delaware General Corporation Law, the matters outlined in the Proposals do not give rise to dissenters' rights of appraisal, whether or not shareholders approve of or disapprove of the matters being presented.
WHO IS SOLICITING THE CONSENT?
The Board of Directors of the Company is soliciting your Consent. The Company will bear the entire cost of preparing, assembling, printing and mailing this Statement, the enclosed Written Consent and any additional material which may be furnished to shareholders. Further solicitation of Written Consents may be made by telephone or other communication. Brokers, custodians and fiduciaries in whose names Common Stock is held will be requested to forward soliciting material to the beneficial owners of such stock and the Company will reimburse them for this service. The Company may retain the services of a solicitor if such services are deemed necessary. If necessary, the cost of such soliciting services should not exceed $10,000.00
CAN SHAREHOLDERS TAKE ACTION ON MATTERS OTHER THAN THOSE SET FORTH IN THE STATEMENT AND WRITTEN CONSENT?
No, the Written Consent covers only the Proposals. Any other shareholder consent or action must be taken by other means
WHAT IS THE BOARD'S RECOMMENDATION REGARDING THE PROPOSALS INCLUDED IN THIS STATEMENT?
The Board recommends that you APPROVE the Proposals and sign and send in the Written Consent.
WHAT IF I DON'T CONSENT?
You do not need to send anything. The Proposals will be adopted only if Written Consents from a majority of the Common Stock are received by the Company. If not enough Written Consents are received the Proposals will not be approved or implemented.
SPECIAL NOTE
IF TWO OR MORE SHAREHOLDERS SHARE AN ADDRESS, WE MAY SEND A SINGLE COPY OF THIS STATEMENT AND OTHER SOLICITING MATERIALS TO THE SHARED ADDRESS, UNLESS WE HAVE RECEIVED CONTRARY INSTRUCTIONS FROM ONE OR MORE OF THE SHAREHOLDERS SHARING THE
ADDRESS. IF A SINGLE COPY HAS BEEN SENT TO MULTIPLE SHAREHOLDERS AT A SHARED ADDRESS, WE WILL DELIVER A SEPARATE WRITTEN STATEMENT FOR EACH STOCKHOLDER ENTITLED TO VOTE. ADDITIONALLY, WE WILL SEND AN ADDITIONAL COPY OF THIS STATEMENT AND ANY OTHER SOLICITING MATERIALS PROMPTLY UPON ORAL OR WRITTEN REQUEST TO MR. GEOFFREY LEE BY ANY STOCKHOLDER.
FORWARD-LOOKING STATEMENTS
THIS STATEMENT CONTAINS "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, EACH AS AMENDED. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT INFORMATION AND EXPECTATIONS AND ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED FACTORS THAT MAY CAUSE SUCH DIFFERENCES INCLUDE BUT ARE NOT LIMITED TO, OUR ABILITY TO RECEIVE APPROVAL FROM OUR SHAREHOLDERS CONCERNING THE PROPOSALS PRESENTED HEREIN, UNCERTAINTIES RELATING TO OUR ABILITY TO SUCCESSFULLY COMPETE IN OUR INDUSTRY, UNCERTAINTIES REGARDING OUR ABILITY TO OBTAIN FINANCIAL AND OTHER RESOURCES FOR OUR PRODUCT DEVELOPMENT AND COMMERCIAL ACTIVITIES, AND UNCERTAINTIES RELATING TO PRIVACY REGULATIONS. THESE FACTORS, AND OTHERS, ARE DISCUSSED FROM TIME TO TIME IN THE CORPORATION'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. YOU SHOULD NOT PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE THEY ARE MADE. WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE THEY ARE MADE.
FURTHER DISCUSSION OF RISK FACTORS IS ALSO AVAILABLE IN OUR QUARTERLY AND ANNUAL REPORTS AND OUR REGISTRATION STATEMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
Except as otherwise disclosed herein, none of our directors or executive officers, and no associate or affiliate of any of the foregoing persons has any substantial interest, direct or indirect, including ownership of shares or otherwise, other than as disclosed in this Proxy Statement, in any matter to be acted upon.
As of the close of business on the October 8, 2009, there were 49,993,987 shares of Common Stock issued and outstanding. 2,471,067 issued shares,options, warrants, and convertible shares were owned by officers,directors and over 5% shareholders.
The following table sets forth certain information known to us with respect to the beneficial ownership of our Common Stock as of the close of business on the October 8, 2009, by:
-Each of our directors;
-Each of our executive officers;
-Each person known to us to beneficially own more than 5% of either
class of our common stock; and
-All of our directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock underlying options or warrants held by that person that are currently exercisable or will become exercisable within 60 days of the Record Date are deemed outstanding, while such shares are not deemed outstanding for computing percentage ownership of any other person. To our knowledge, except as indicated in the footnotes to this table, each shareholder identified in the table possesses sole voting and investment power with respect to all shares shown as beneficially owned by such shareholder. Each of our directors and executive officers can be contacted at 100 Cummings Center, Suite 235M, Beverly, Massachusetts 01915.
BENEFICIAL OWNER | NUMBER OF SHARES BENEFICIALLY OWNED | PERCENTAGE OF CLASS |
Directors | ||
Christian Williamson | 1,508,880 | 3.0% |
Derrick Spatorico | 1,341,753 | 2.7% |
Bart Valdez | 605,005 | 1.2% |
Richard Pyle | 57,182 | * |
Officers | ||
Geoffrey Lee | 300,000 | * |
5% or More Shareholders | ||
James Fields | 19,866,461 | 39.74% |
All Directors and Executive Officers | ||
as a group (5 persons) | 3,812,820 | 7.6% |
* Less than one percent of outstanding shares.
On June 17, 2002, the Board of Directors adopted our Interested Parties Transaction Policy, pursuant to which the Company will not enter into any agreement, arrangement or understanding with any director, officer, or 5% or greater shareholder of unless (i) the terms of such agreement, arrangement or understanding are consistent with the terms of equivalent agreements or arrangements that the Company could obtain from third parties; and (ii) the agreement, arrangement or understanding is fair to the Company.
THIS STATEMENT CONTAINS IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISIONS ARE MADE WITH RESPECT TO THE PROPOSALS CONTAINED HEREIN. YOU ARE STRONGLY URGED TO READ THIS STATEMENT IN ITS ENTIRETY AS WELL AS THE APPENDIX AND THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS STATEMENT.
TO AMEND THE COMPANY'S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES BY AN ADDITIONAL 1,000,000 SHARES OF PREFERRED STOCK
The Board of Directors proposes to amend the Company's Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company's Common Stock by adding an additional one million (1,000,000) shares of Preferred Stock (the "Share Increase"). This proposal will become effective when (a) shareholders of record holding a majority of the 49,993,987 outstanding shares of Common Stock on the Record Date, October 8, 2009 have signed Written Consents to the amendment and (b) the Company has filed a Certificate of Amendment with the Secretary of State of the State of Delaware in the form attached as Appendix A to this Statement.
The Company does not request an increase in the 50,000,000 currently authorized shares of Common Stock.
REASONS TO INCREASE THE NUMBER OF AUTHORIZED SHARES BY AN ADDITIONAL 1,000,000 SHARES OF PREFERRED STOCK
We recommend an increase in the number of authorized shares by 1,000,000 shares of Preferred Stock because the Company is in default on $1,817,828 in debt to Dutchess Private Equities Fund, Ltd. (“Dutchess”). One remedy available to the holder of this debt is to commence litigation to obtain a judgment against the Company, triggering foreclosure and other proceedings by the Company’s other creditors. The Company wishes to avoid this result and has negotiated an agreement with Dutchess under which Dutchess will convert this debt into 72,000 shares of a new issue of Preferred Stock. The Company currently has $1,817,828 indebtedness due to Dutchess and affiliated entities, none of which will be remaining after the closing on the issuance of the Preferred Stock.
The Company currently does not have any Preferred Stock authorized for issuance and needs the assent of a majority of its Common Stock to amend its Certificate of Incorporation to complete the transaction.
The history of the Dutchess indebtedness is as follows:
On December 29, 2005, we entered into an Investment Agreement with Dutchess Private Equities Fund II, L.P. Pursuant to that Investment Agreement, we received proceeds of $1,500,000 by issuing a note payable convertible into 300,000 shares of Common Stock at $5.00 per share and 200,000 founders shares and Common Stock purchase warrant for 750,000 shares with an exercise price of $5.00 per share. The note is due December 31, 2010 and pays interest at 12% per annum. We also entered into an agreement where we may, at our discretion, periodically “put” or require Dutchess to purchase shares of our Common Stock. The aggregate amount that Dutchess is obligated to pay for our shares will not exceed $10.0 million. For each share of Common Stock purchased under the Investment Agreement, Dutchess will pay 93% of the lowest closing bid price on the Over-the-Counter Bulletin Board (or other principal market on which our Common Stock is traded) during the ten day period immediately following the date on which we give notice to Dutchess of our intention to put such stock. Our ability to put the shares under the Investment Agreement is conditioned upon us registering the shares of Common Stock with the Securities and Exchange Commission and satisfaction of certain other customary closing conditions. To date we have not registered any such shares of Common Stock.
On July 21, 2006 we issued a Debenture to Dutchess Private Equities Fund, LP, a related private equities fund and received proceeds of $750,000. The Debenture is due on July 21, 2011 and pays twelve percent (12%) interest. Interest and principal are payable at such times and under such conditions are outlined in the Debenture. The Debenture is convertible into shares of our Common Stock at the lesser of $.70 per share or 75% of the lowest closing bid price during the 20 trading days next preceding the date of conversion (collectively, the two funds “Dutchess”). The holder may not convert if it would cause the holder to own more than 4.9% of the outstanding Common Stock of the Company.
Also in connection with the sale and issuance of the Debentures, the Company entered into a settlement agreement dated March 13, 2007 with Dutchess Private Equities Fund, Ltd. for the settlement of a dispute regarding the amount due under debt instruments issued by the Company to the Dutchess entities during 2005 and 2006. Pursuant to the terms of the Settlement, the Company immediately paid a cash amount of $1,500,000 with two additional cash payments in the amount of $300,000 each to be made on the date that (i) the Company files the Registration Statement (or, if earlier, within 45 days) and (ii) the Registration Statement is declared effective (or, if earlier, within 145 days). To date we have not registered any such shares of Common Stock. The Company also issued a Note in the amount of $1,500,000 and agreed to reduce to $0.10 per share the exercise price of the warrants issued to Dutchess. Dutchess agreed to terminate any security interest in the Company’s assets upon the Initial Payment.
The entire $1,817,828 of the foregoing indebtedness is in default.
The Company currently has no plans, proposals or arrangements for the issuance of Preferred Stock other than in furtherance of its agreement with Dutchess.
The 72,000 shares of new Series A Preferred Stock to be issued to Dutchess will have a par value of $1.00 per share and a $25 liquidation preference. They will pay a dividend of 1% per annum of the par value per share in cash or in Series A Preferred Stock. Holders will have a vote on any matters affecting the Series A Preferred Stock. The shares are convertible at any time into the Company’s Common Stock at 41.66 shares of Common Stock per share of Preferred Stock. The Company can force conversion of Preferred Stock not to exceed 4.99% of total Common Stock outstanding if the 10-day moving average closing price per share of the Company’s Common Stock shall exceed $.50 per share. Holders also have a right to “put” their shares to the Company at $25.00 per share, not to exceed in the aggregate for any calendar quarter $15,000 through the last 6 months of 2010, $25,000 through the last quarter of 2011 and $35,000 per quarter thereafter.
The authorization requested does not extend to the terms of the securities. These terms cannot be stated or estimated with respect to any or all of the securities to be authorized oth4er than the shares issued to Dutchess because no offering thereof is contemplated in the proximate future, and no further authorization by the security holders for the issuance thereof is to be obtained. The terms of the securities to be authorized, including dividend or interest rates, conversion prices, voting rights, redemption prices, maturity dates and similar matters will be determined by the Board of Directors.
Adoption of the proposed amendment to our Second Amended and Restated Certificate of Incorporation and the issuance of Common Stock upon conversion of any Preferred Stock with conversion features would dilute of the earnings per share and voting rights of current shareholders. On the other hand, increasing the authorized shares would cure the default under the Dutchess indebtedness and allow Dutchess to convert the debt to equity. Failure to comply with the Dutchess Agreement could cause Dutchess to commence a collection proceeding against the Company which could trigger cross defaults, and a foreclosure which would entirely wipe out the existing Common Stock equity. Neither the Board not the Company can make any representations at this time as to the ultimate intentions of Dutchess however, the Board is optimistic that if this Proposal is adopted Dutchess will go forward with the conversion and will regard our initiative in a positive light and will elect not to commence litigation.
Any increase in the authorized shares of the Company’s stock has a potential to dilute the ownership percentage and voting power of already issued shares. The ability to issue additional shares gives the Board of Directors the ability to resist or frustrate a third-party transaction, favored by a majority of the independent stockholders, which would provide an above-market premium. There are no anti-takeover mechanisms present in any of the Company’s operating documents and no plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.
The Board has extensively debated the pros and cons of increasing the authorized shares. The Board is sensitive to the desire of the shareholders to preserve their equity position in a Company which the Board believes is seriously undervalued in the marketplace. The conversion of the indebtedness to Preferred Stock upon the increase in authorized shares would improve the Company's earnings and increase its cash flow, thus potentially allowing for an increase in its stock price and the equity value for current shareholders. The Board believes that this solution, while not without risk, presents an attractive alternative available for preserving the Company for its shareholders
The Board of Directors proposes that the shareholders approve the following resolution:
RESOLVED: That the stockholders of the Corporation approve an amendment to |
the Certificate of the Corporation to increase the authorized shares by adding a new authorization of one million (1,000,000) shares of Preferred Stock with such terms and provisions as shall be set forth in a Certificate or Certificates of Designation adopted from time to time by the Board of Directors. |
REQUIRED VOTE
Approval of this proposal requires that holders of a majority of Common Stock sign the Written Consent
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE SHARE INCREASE PROPOSAL (PROPOSAL NO. 1).
THAT THE SHAREHOLDERS AUTHORIZE THE OFFICERS OF THE COMPANY TO TAKE ALL ACTIONS NECESSARY TO CARRY OUT THE FOREGOING APPROVALS
The Board of Directors proposes that the shareholders approve the following resolution:
RESOLVED: That the officers of the Corporation hereby are, and each |
of them singly hereby is, authorized to execute and deliver all such certificates, instruments and documents, make all such payments, make all such filings, and do all such other acts and things as in their opinion, or in the opinion of any one of them, may bnecessary or appropriate in order to carry out the intent and purposes of the foregoing resolutions. |
REASON TO APPROVE THE RESOLUTION
The resolution is an enabling resolution designed to establish from a legal standpoint the authority of the officers of the Company to take the actions approved by the shareholders
REQUIRED VOTE
Approval of this proposal requires that holders of a majority of common stock sign the Written Consent
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE PROPOSAL (PROPOSAL NO. 2)
ADDITIONAL INFORMATION
Additional information about the Company may be obtained by visiting the website of the U.S. Securities and Exchange Commission, www.sec.gov. This information may be viewed and downloaded from the site free of charge. The Company will also make additional copies of these documents available upon written request at its headquarters.
Copies of many of these documents, may be inspected without charge at the Public Reference Room maintained by the U.S. Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of all or any part of these documents may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330.
Our financial statements and management's discussion and analysis and results of operations set forth in our Form 10-K for the period ended December 31, 2008 as filed with the Securities and Exchange Commission on May 14, 2009, and Form 10-Q for the period ended September 30, 2009 and as filed with the Securities and Exchange Commission on November 13, 2009, are incorporated herein by reference. These documents may be viewed and downloaded on the Commission's website, www.sec.gov.
Copies of each of these documents may be inspected without charge at the Public Reference Room maintained by the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of all or any part of these documents may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a web site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov. The Company will also make copies of these documents available upon written request at the Company's headquarters.
Appendix A
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LOCATEPLUS HOLDINGS CORPORATION
LocatePLUS Holdings Corporation (the "Company"), a corporation organized under the laws of the State of Delaware, DOES HEREBY CERTIFY:
First: That, at a meeting of the Board of Directors of the Company, the |
Board of Directors of the Company (i) adopted resolutions proposing an amendment to the Third Amended and Restated Certificate of Incorporation of the Company to (a) increase the number of shares authorized for issuance by the Company by adding an additional 1,000,000 authorized shares of Preferred Stock; (ii) declaring said amendments to be advisable; and (iii) calling for the submission of such amendments to the shareholders of the Company for consideration thereof. |
Second: That, in accordance with Section 211 of the General Corporation Law |
of the State of Delaware, the amendment is required to be approved by holders of a majority of the outstanding capital stock of the Company required to amend said Certificate. Pursuant to said vote, Article Fourth of the Company's Third Amended and Restated Certificate of Incorporation is hereby further amended by deleting the existing Article Fourth, and replacing it in its entirety with the following: |
FOURTH: The total number of shares of all classes of |
stock which the Company shall have authority to issue is Fifty One Million (51,000,000) shares consisting entirely of Fifty Million (50,000,000) shares of Common Stock, $0.01 par value per share (the "Common Stock") and one million (1,000,000) shares of Preferred Stock, $1.00 par value per share, with such terms and provisions as shall be set forth in a Certificate or Certificates of Designation adopted from time to time by the Board. |
Third: That said amendment was duly adopted in accordance with the |
provisions of Section 242 of the General Corporation Law of the State of Delaware. |
Fourth: That this Certificate of Amendment of the Third Amended and |
Restated Certificate of Incorporation of the Company shall be effective upon its filing with the Secretary of State of the State of Delaware. |
IN WITNESS WHEREOF, said LocatePLUS Holdings Corporation has caused this Certificate of Amendment to be signed by Geoffrey Lee, its Interim Chief Executive Officer, this ___ day of ____________, 2009
LOCATEPLUS HOLDINGS CORPORATION
By:
OF A MAJORITY OF SHAREHOLDERS
IN LIEU OF A SPECIAL MEETING OF THE SHAREHOLDERS
OF
LOCATE PLUS HOLDINGS CORPORATION
NOVEMBER _____, 2009
Pursuant to Sections 228 of the Delaware General Corporation Law and Section 13 of the Corporation's By-Laws, the undersigned, being a majority of the shareholders of LocatePLUS Holdings Corporation, a Delaware corporation (the "Corporation"), hereby consent to the following actions, which shall, for all purposes, constitute a written consent in lieu of special meeting of the shareholders of the Corporation
1. AUTHORIZATION OF INCREASE OF AUTHORIZED SHARESTO ADD 1,000,000 PREFERRED SHARES
RESOLVED: That the Certificate of Incorporation of this corporation be amended |
by changing the Article thereof numbered "FOURTH" so that, as amended, said Article shall be and read as follows: The total number of shares of all classes of stock which the Company shall have authority to issue is Fifty One Million (51,000,000) shares consisting entirely of Fifty Million (50,000,000) shares of Common Stock, $0.01 par value per share (the "Common Stock") and one million (1,000,000) shares of Preferred Stock, $1.00 par value per share, with such terms and provisions as shall be set forth in a Certificate or Certificates of Designation adopted from time to time by the Board. |
2. OMNIBUS
RESOLVED: That the officers of the Corporation hereby are, and each |
of them singly hereby is, authorized to execute and deliver all such certificates, instruments and documents, make all such payments, make all such filings, and do all such other acts and things as in their opinion, or in the opinion of any one of them, may be necessary or appropriate in order to carry out the intent and purposes of the foregoing resolutions. |
The undersigned further directs that this consent shall take effect immediately as of the date first above written and shall be filed in the minute book of the Corporation with the minutes of the meetings of the shareholders.
NOTE: TO BE VALID, CONSENT MUST BE SIGNED BY STOCKHOLDER(S) OF RECORD
Date:_______________________ By:__________________________________
Date:_______________________ By:__________________________________
Date:_______________________ By:__________________________________
Date:_______________________ By:__________________________________
Date:_______________________ By:__________________________________
Date:_______________________ By:__________________________________
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