SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE
ACT OF 1934
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RULE 14c-5(d)(2))
AUTOCORP EQUITIES, INC.
(Name of Registrant as Specified In Its Charter)
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INFORMATION STATEMENT
OF
AUTOCORP EQUITIES, INC.
2500 Legacy Drive, Suite 226
Frisco, TX 75034
THIS INFORMATION STATEMENT IS BEING PROVIDED
TO YOU BY THE BOARD OF DIRECTORS
OF AUTOCORP EQUITIES, INC.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO
SEND US A PROXY
This Information Statement is being mailed or furnished to the stockholders of AUTOCORP EQUITIES, INC., a Nevada corporation (the “Company”), in connection with the previous approval by unanimous written consent on January 26, 2005, of the Company’s Board of Directors of the corporate actions referred to below and the subsequent adoption of such corporate actions by written consent on January 26, 2005 of holders entitled to vote a majority of the shares of common stock of the Company (“Common Stock”).
Accordingly, all necessary corporate approvals in connection with matters referred to herein have been obtained and this Information Statement is furnished solely for the purpose of informing the stockholders of the Company, in the manner required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of these corporate actions before they take effect.
This Information Statement is first being mailed or furnished to the stockholders of the Company on or about February 5, 2005, and the transactions described herein shall not become effective until at least 20 days thereafter.
ACTIONS BY BOARD OF
DIRECTORS AND
CONSENTING STOCKHOLDERS
The following corporate actions were authorized by unanimous written consent of the Board of Directors of the Company on January 26, 2005, a copy of which is attached hereto asExhibit A, and subsequently approved by written consent of holders entitled to vote a majority of the shares of Common Stock of the Company on January 26, 2005, which is attached hereto asExhibit B:
| | 1. | The approval of an amendment to the Company’s Articles of Incorporation to change the Company’s corporate name to Homeland Security Network, Inc.; and |
| | 2. | The approval of an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 110,000,000 to 400,000,000 shares. |
The reasons for, and general effect of, the Amendment to the Articles of Incorporation to change the Company’s corporate name is described in “ACTION 1 - AMENDMENT TO ARTICLES OF INCORPORATION TO CHANGE THE COMPANY’S CORPORATE NAME.” A form of the Amendment is attached hereto asExhibit C.
The reasons for, and general effect of, the Amendment to the Articles of Incorporation to increase the number of shares of the Company’s Common Stock is described in “ACTION 2 - AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK.” A form of the Amendment is attached hereto asExhibit C.
The Board of Directors of the Company knows of no other matters other than those described in this Information Statement which have been recently approved or considered by the holders of the voting common stock of the Company.
GENERAL
The Company will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of the Company’s Common Stock.
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The outstanding voting securities of the Company include the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock. As of January 26, 2005, there were 106,463,671 shares of Common Stock outstanding. Holders of the Common Stock are entitled to one vote on all matters presented to stockholders for each share registered in their respective names. Shares of Preferred Stock have no voting rights.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of January 26, 2005, certain information concerning the beneficial ownership of each class of the Company’s voting stock by (i) each beneficial owner of 5% or more of the Company's voting stock, based on reports filed with the SEC and certain other information; (ii) each of the Company’s executive officers and (iii) all executive officers and directors of the Company as a group:
| Number of Shares Beneficially Owned and Percent of Class |
| | | | | Percent | | | | | | | | % of | | | |
| Directors, Named Executive | | | | of Common | | Series A | | Percent | | Series B | | Percent | | Voting | |
| Officers and 5% Stockholders | | Common Stock | | Stock | | Preferred | | of Series | | Preferred | | of Series | | Power | |
| AutoCorp Acquisition Partners | | | 94,000,000 | | | 88.3 | % | | 4,086,856 | | | 100 | % | | 1,621,642 | | | 100 | % | | 88.3 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Charles Norman* | | | 47,572,500 | | | 44.7 | % | | 2,043,428 | | | 50 | % | | 810,821 | | | 50 | % | | 44.7 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Peter Ubaldi* | | | 47,000,000 | | | 44.1 | % | | 2,043,428 | | | 50 | % | | 810,821 | | | 50 | % | | 44.1 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Michael Chao-Chun Lee | | | -- | | | -- | | | -- | | | -- | | | -- | | | -- | | | -- | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Andy Chow-Chun Cheng | | | -- | | | -- | | | -- | | | -- | | | -- | | | -- | | | -- | |
| | | | | | | | | | | | | | | | | | | | | | | |
| All directors, director | | | | | | | | | | | | | | | | | | | | | | |
| nominees and executive | | | | | | | | | | | | | | | | | | | | | | |
| officers as a group | | | 94,572,500 | | | 88.8 | % | | 4,086,856 | | | 100 | % | | 1,621,642 | | | 100 | % | | 88.8 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| All 5% beneficial owners | | | 94,572,500 | | | 88.8 | % | | 4,086,856 | | | 100 | % | | 1,621,642 | | | 100 | % | | 88.8 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
*Messrs. Norman and Ubaldi each own a 50% interest in AutoCorp Acquisition Partners. They exercise shared voting and investment powers over the 94,000,000 shares owned by AutoCorp Acquisition Partners.
NOTICE TO STOCKHOLDERS OF ACTIONS
APPROVED BY CONSENTING STOCKHOLDERS
The following actions have been approved by the written consent of holders entitled to vote a majority of the aggregate shares of the Company’s Common Stock:
ACTION 1
AMENDMENT TO
ARTICLES OF INCORPORATION
TO CHANGE THE COMPANY’S CORPORATE NAME
The Board of Directors has unanimously approved, and holders entitled to vote a majority of the aggregate shares of Common Stock have approved an amendment to the Company’s Articles of Incorporation changing its name to “Homeland Security Network, Inc.” The amendment is attached hereto asExhibit C (the “Amendment”). Article I of the Company’s Articles of Incorporation will read as follows:
“ARTICLE I
NAME
The name of the corporation is Homeland Security Network, Inc. (the “Corporation”).”
Upon filing the amended Articles of Incorporation with the State of Nevada to change the corporate name, the Company will also change its current ticker symbol. The Company will make the appropriate public announcements regarding the name change and the new ticker symbol at the time such changes take effect.
Stockholders will not be required to submit their stock certificates for exchange. Following the effective date of the amendment changing the name of the Company, all new stock certificates issued by the Company will be overprinted with the Company’s new name.
ACTION 2
AMENDMENT TO ARTICLES
OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES
OF THE COMPANY’S COMMON STOCK
The Board of Directors adopted a resolution, by unanimous written consent, to amend the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock of the Company. The amendment (the “Amendment”) to the Company’s Articles of Incorporation in the form attached hereto asExhibit C, increases the authorized shares of the Company’s Common Stock from 110,000,000 shares to 400,000,000 shares. Of the 110,000,000 shares of Common Stock currently authorized, 106,463,671 shares of Common Stock are issued and outstanding. ARTICLE IX of the Company’s Articles of Incorporation will read as follows:
“Article IX
The corporation is authorized to issue 400,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). The Preferred Stock may be issued at any time or from time to time, in any one or more series, and any such series shall be comprised of such number of shares and may have such voting powers, whole or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including liquidation preferences, as shall be stated and expressed in the resolution or resolutions of the Board of Directors of the Corporation, the Board of Directors being hereby expressly vested with such power and authority to the full extent now or hereafter permitted by law.”
The Company is increasing the number of authorized shares of its Common Stock to provide additional shares for general corporate purposes, including stock dividends and splits, raising additional capital, issuance of shares pursuant to employee stock option plans, issuances upon conversion of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock which may be issued, and for possible future acquisitions.
The Company’s officers may from time to time engage in discussions with other companies concerning the possible acquisition of such companies by the Company in which the Company may consider issuing stock as part of or as all of the acquisition price. The Board of Directors believes that an increase in the total number of shares of authorized Common Stock will better enable the Company to meet its future needs and give it greater flexibility in responding quickly to business opportunities. The increase will also provide additional shares for corporate purposes generally. The Company currently has no intention of issuing shares of Common Stock pursuant to any other transactions or agreements, other than in connection with the conversion of the Series A Preferred Stock and Series B Preferred Stock.
The Board of Directors of the Company knows of no other matters other than those described in this Information Statement, which have been recently approved or considered by the holders of the Company’s Common Stock.
AutoCorp Equities, Inc.
By: /s/ Charles Norman
Charles Norman
President
Dated: February 5, 2005
EXHIBIT A
UNANIMOUS WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
OF
AUTOCORP EQUITIES, INC.
The undersigned, constituting all of the members of the Board of Directors (the “BOARD”) of AutoCorp Equities, Inc., a Nevada corporation (the “COMPANY”), adopt the following resolutions by unanimous written consent in lieu of a meeting, pursuant to Section 78.315 of the Nevada Revised Statutes:
RESOLVED, that an amendment to the Company’s Articles of Incorporation to change the Company’s corporate name to Homeland Security Network, Inc., in substantially the form attached hereto asEXHIBIT C, is hereby approved;
RESOLVED, that an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 110,000,000 to 400,000,000 shares, in substantially the form attached hereto asEXHIBIT C, is hereby approved;
RESOLVED, that the officers of the Company be, and each of them individually hereby is, authorized, empowered and directed, to execute and file with the Secretary of State of Nevada, any and all such certificates, amendments, instruments and documents, in the name of, and on behalf of, the Company, with such changes thereto as any officer may approve, and to take all such further action as they, or any of them, may deem necessary or appropriate to carry out the purpose and intent of the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned have adopted the foregoing resolutions by unanimous written consent as of the 26th day of January, 2005.
_______________________________
Director
_______________________________
Director
_______________________________
Director
EXHIBIT B
WRITTEN CONSENT OF THE MAJORITY
OF THE STOCKHOLDERS OF
AUTOCORP EQUITIES, INC.
The undersigned, constituting the holders entitled to vote a majority of the aggregate shares of common stock, par value $0.001 per share (the “Common Stock”) of AutoCorp Equities, Inc., a Nevada corporation (the “COMPANY”) of the Company, hereby adopt the following resolutions by written consent in lieu of a meeting, pursuant to Section 78.320 of the Nevada Revised Statutes:
RESOLVED, that an amendment to the Company’s Articles of Incorporation to change the Company’s corporate name to Homeland Security Network, Inc., in substantially the form attached hereto asEXHIBIT C, is hereby approved;
RESOLVED, that an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 110,000,000 to 400,000,000 shares, in substantially the form attached hereto asEXHIBIT C, is hereby approved.
IN WITNESS WHEREOF, the undersigned have adopted the foregoing resolutions by written consent as of the 26th day of January, 2005.
AutoCorp Acquisition Partners
By: /s/ Charles Norman
Charles Norman
President
/s/ Charles Norman
Charles Norman
/s/ Peter Ubaldi
Peter Ubaldi
EXHIBIT C
Certificate of Amendment
to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 -After Issuance of Stock)
1. Name of corporation: AUTOCORP EQUITIES, INC. (the “Corporation”)
2. ARTICLE I of the articles has been amended in its entirety to read as follows:
“ARTICLE I
NAME
“The name of this corporation is Homeland Security Network, Inc. (the “Corporation”).”
3. ARTICLE IX of the articles has been amended in its entirety to read as follows:
“ARTICLE IX
The corporation is authorized to issue 400,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). The Preferred Stock may be issued at any time or from time to time, in any one or more series, and any such series shall be comprised of such number of shares and may have such voting powers, whole or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including liquidation preferences, as shall be stated and expressed in the resolution or resolutions of the Board of Directors of the Corporation, the Board of Directors being hereby expressly vested with such power and authority to the full extent now or hereafter permitted by law.”
4. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provision of the articles of incorporation have voted in favor of the amendment is:94,572,500.
5. Officer Signature:
By: /s/ Charles Norman
Charles Norman
President
