SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
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|X|* Preliminary Information Statement
| | Confidential, for Use of the Commission Only (as permitted by
Rule 14-c5(d)(2))
| | Definitive Information Statement
DYNAMIC INTERNATIONAL INC.
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(Name of Registrant As Specified In Charter)
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DYNAMIC INTERNATIONAL, INC.
58 Second Avenue
Brooklyn, New York 11215
INFORMATION STATEMENT
This Information Statement is furnished by the Board of Directors of Dynamic
International, Inc., a Nevada corporation, (the "Company"), to inform the
shareholders of the Company of the approval of certain corporate action. This
Information Statement will be mailed on or about February , 2005 to all holders
of record of Common Stock ("Common Stock") of the Company. The record date for
determining shareholders entitled to receive this Information Statement has been
established as the close of business on March , 2005 (the "Record Date"). As
ofJanuary 28, 2005, the Company had outstanding and entitled to vote 4,418,102
shares of Common Stock. Specifically, this Information Statement relates to the
following corporate action:
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
REVERSE SPLIT
The Board of Directors of the Company and the holders of a majority of
the shares entitled to vote thereon have adopted by written consent in lieu of a
meeting resolutions to reverse split the Common Stock on a one (1) for four
hundred ten (410) basis (the "Reverse Split"). As a result of the Reverse Split,
the effective date of which is [March] , 2005 (the "Record Date"), (A) each
four hundred ten (410) shares of Common Stock owned by any shareholder on the
Record Date will be one share of Common Stock, and (B) any number of shares less
than four hundred ten (410) owned by a shareholder on the Record Date, will be
deemed to be a fractional share interest (a "Fractional Share Interest"). A
Fractional Share Interest shall constitute the right to receive payment in cash
from theCompany in an amount calculated in the manner described below.
All Fractional Share Interests that result from the Reverse Split will
be purchased by the Company for cash. The Board has set the total value of the
Company ("Dynamic's Value") at $423,158, representing its book value as of
December 31, 2004. The Board did not obtain a fairness report, opinion,
appraisal or other independent assessment of the value of the Company. Each
shareholder who owns a Fractional Share Interest as a result of the Reverse
Split will be paid an amount equal to the product of that Fractional Share
Interest multiplied by $39.27. Said amount ($39.27) represents Dynamic's Value
divided by [10,776,] such number being the total number of shares of Common
Stock that are outstanding on the Record Date immediately prior to the Reverse
Split divided by 410.
The purpose of this action is to enable the Company to discontinue the
filing of periodic and other reports with the Securities and Exchange Commission
("SEC") and to relieve it of the costs and other burdens of being a public
reporting company. The professional and other fees associated with complying
with the reporting requirements are, in the judgment of the Board, not warranted
at the present time in light of the fact that the Company receives no
significant benefit from being a reporting company under the Securities Exchange
Act of 1934 ("1934 Act") and is not listed on any national securities exchange
nor authorized to be quoted on any inter-dealer quotation system. The Rules of
the SEC under the 1934 Act permit a reporting company that has fewer that five
hundred (500) shareholders of record to file a form with the SEC eliminating its
reporting requirements. The Board has projected that the Reverse Split and the
purchase of the Fractional Share Interests will cause the Company to have fewer
than five hundred (500) shareholders of record. The Board has authorized its
officers to take the necessary additional steps to terminate the Company's
filing and reporting requirements under the 1934 Act as soon as practicable
following the Reverse Split. Following the Reverse Split and termination of our
public reporting, the Company will operate as a private company.
After the Reverse Split, shareholders will have no rights as
shareholders with respect to the pre-Split shares of Common Stock or the
fractional shares that would have resulted from a reverse stock split if the
Board had not authorized the issuance of Fractional Share Interests representing
the right to receive a cash payment.
As stated above, the Board has set the price at which Fractional Share
Interests will be purchased for cash based on the Company's book value of
$423,158. A shareholder who feels aggrieved by that determination can exercise
dissenter's appraisal rights under Nevada law. Pursuant to Nevada Revised
Statute 92A.480, a shareholder who wishes to exercise dissenter's appraisal
rights must, within thirty (30) days after payment is made to him, notify the
Company in writing of the shareholder's own estimate of the fair value of the
shareholder's shares and the amount of interest due and demand payment of the
shareholder's estimate less any amount paid to the shareholder. In the event the
Company does not agree to the shareholder's estimate, the Company is required by
Nevada Revised Statute 92A.490 to commence a proceeding in District Court in
Nevada to determine the fair value of the shares and accrued interest. That
proceeding must be commenced within sixty (60) days after the Company receives
the shareholder's demand.
APPROVAL NOT REQUIRED
The Board of Directors of the Company has unanimously approved the
Reverse Split. Holders of record of 2,842,977 shares of the Common Stock,
representing 64.4% of all shares of Common Stock outstanding have consented to
the Reverse Split. No further corporate action is required under Nevada law for
the implementation of the Reverse Split.
SURRENDER OF STOCK CERTIFICATES; PAYMENT
Enclosed with this Information Statement is a Letter of Transmittal. The
Letter of Transmittal contains instructions for the surrender of stock
certificates in exchange for new certificates and the payment of the cash
consideration for any Fractional Share Interest. No payment will be made in
respect of any Fractional Share Interest until the shareholder has surrendered
his or her outstanding certificates, together with a completed Letter of
Transmittal in accordance with the instructions provided.
Dated: , 2005
Brooklyn, New York