SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Proxy 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 [ ]
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[ ] | Preliminary Information Statement |
[ ] | Confidential, for Use of the Commission (only as permitted by Rule 14c-5(d)(2)) |
[X] | Definitive Information Statement |
[ ] | Definitive Additional Materials |
ANTICUS INTERNATIONAL CORP. | ||
(Name of Registrant as Specified in its Charter) | ||
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. | ||
(Name of Person(s) Filing Information Statement, if other than the Registrant) | ||
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Date Filed: August 20, 2004 | ||
ANTICUS INTERNATIONAL CORP.
1480 Oak Ridge Road, Kelowna, B.C. Canada V1W 3A9
(250) 765-0221
NOTICE OF WRITTEN RESOLUTION OF
SHAREHOLDERS OF RECORD
ON AUGUST 10, 2004
NOTICE IS HEREBY GIVEN that, on August 19, 2004, the management of Anticus International Corp., a Nevada Corporation ("Corporation"), solicited votes from selected shareholders of record (“Selected Shareholders”) as of August 10, 2004, to consider and act upon:
1.
The Directors' proposal to approve the forward split of the outstanding shares of the Corporation’s common stock on the basis of three shares for every one share outstanding (3 for 1) shares held.
These Selected Shareholders, who hold 2,600,000 shares of the total 3,350,000 issued and outstanding shares, approved the above motion in a written resolution. However, the Corporation’s management does not intend to take any corporate action to enact this resolution until such time as it has fulfilled its obligations under the rules and regulations of the Securities and Exchange Commission. Therefore, management is sending this notice to you. Proxies are not being solicited as management has received sufficient votes to approve the above proposal. The approximate date on which this information statement is being mailed to security holders is August 20, 2004.
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,
/s/ Denis Galbraith
Denis Galbraith, President
Kelowna, British Columbia
August 20, 2004
INFORMATION STATEMENT
REGARDING A CORPORATE ACTION
APPROVED ON AUGUST 19, 2004
Written Resolutions of the Shareholders
This Information Statement is furnished in connection with a written resolution of a majority of the shareholders of the Corporation as of August 19, 2004. This Information Statement is being sent to shareholders of record as of August 10, 2004. The cost of distributing this Information Statement will be borne by the Corporation which may enlist the assistance, and reimburse the reasonable expenses, of banks and brokerage houses particularly in connection with their customers whose stock is not registered in the owner's name, but in the name of such banks or brokerage houses. The mailing address of the Corporation’s business offices is 1480 Oakridge Road, Kelowna, B.C., Canada V1W 3A9.
Shareholders Entitled To Vote
Only shareholders of record of the Corporation's Common Stock at the close of business on August 10, 2004 were entitled to vote on the written resolution. On that date, 3,350,000 shares of Common Stock of the Corporation (the "Common Stock") were issued and outstanding. Each shareholder was entitled to one vote for each share held of record on the record date. The holders of a majority of the total shares of common stock outstanding on August 10, 2004 constituted a quorum for the transaction of business in the written resolutions. As management is not soliciting proxies and has already obtained sufficient votes to obtain a quorum, abstentions and broker non-votes will not be counted toward fulfillment of quorum requirements. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner. A list of the shareholders of record as of August 10, 2004 will be filed in the Corporation’s minute books as an attachment to the written resolutions.
Voting On The Written Resolutions
The passing of the proposal required the affirmative vote of a majority of 1,708,500 shares of the shares of the Common Stock issued and outstanding on August 10, 2004. There were 3,350,000 shares of Common Stock issued and outstanding on August 10, 2004.
Interest of Certain Persons in or Opposition to Matters to be Acted Upon
No person who has been a director or officer of the registrant at any time since the beginning of the last fiscal year, nor any associate of the foregoing persons, has any substantial interest, direct or indirect, by security holdings or otherwise, in the written resolution.
No director of the Corporation has informed the Corporation in writing that he intends to oppose any action to be taken by the Corporation at the meeting.
Proposals by Security Holders
There are no proposals by any security holders.
Matters Approved In The Written Resolutions
Name of the Corporation
The Corporation’s Board of Directors proposed a forward split of the Common Stock of the Corporation on the basis of three (3) shares for each one (1) share held.
Although the forward split in authorized capital has been approved by an affirmative vote of 2,600,000 shares or 77.61% of the Corporation’s issued and outstanding shares, the Corporation is required under Securities and Exchange Commission rules and regulations to file this Schedule 14C and no corporate action may be taken on this resolution until 20 days from the mailing of this Schedule 14C. Therefore, the Corporation expects to take all necessary corporate actions to effect the forward split on or about September 9, 2004.
Householding
On December 4, 2000, the Securities and Exchange Commission adopted amendments permitting companies and intermediaries to satisfy the delivery requirements for proxy statements and information statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement or information statement to those shareholders unless the Corporation is otherwise advised by the shareholders. “Householding” as this is commonly known, reduces the amount of duplicate information that shareholders receive and lowers the Corporation’s printing and mailing costs.
If you received multiple copies of this information and, in future, wish to receive only a single copy, please forward a written request to the attention of the Corporation’s Corporate Secretary by either mail or fax to 1480 Oakridge Road, Kelowna, B.C., Canada V1W 3A9, fax (250) 765-0221.
If your household received a single copy of this information and you wish to receive multiple copies in the future, or if you would like to receive additional copies of this documentation, please forward a written request to the attention of the Corporation’s Corporate Secretary by either mail or fax to 1480 Oakridge Road, Kelowna, B.C., Canada V1W 3A9, fax (250) 765-0221.
By Order of the Board of Directors,
/s/ Denis Galbraith
Denis Galbraith, President
Kelowna, British Columbia
August 20, 2004
