SCHEDULE 14C INFORMATION
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 / /
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/X/ DEFINITIVE INFORMATION STATEMENT
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14C-5(D)(2))
INTRAC, INC.
(Name of Registrant as Specified In Its Charter)
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INFORMATION STATEMENT
OF
INTRAC, INC.
131 WEST 35TH STREET
NEW YORK, NEW YORK 10001
THIS INFORMATION STATEMENT IS BEING PROVIDED
TO YOU BY THE BOARD OF DIRECTORS
OF INTRAC, 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 Intrac, Inc., a Nevada corporation (the "Company"), in
connection with the previous approval by unanimous written consent on June 24,
2002, of the Company's Board of Directors of the corporate action referred to
below and the subsequent adoption of such corporate action by written consent on
June 24, 2002 of holders entitled to vote a majority of the aggregate shares of
common stock par value $0.001 per share (the "Common Stock") of the Company, and
series A preferred stock, par value $0.001 per share (the "Series A Preferred
Stock") representing 54% of the aggregate shares of Common Stock and Series A
Preferred Stock of the Company entitled to vote. Accordingly, all necessary
corporate approvals in connection with the matter 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 this
corporate action before it takes effect.
This Information Statement is first being mailed or furnished to the
stockholders of the Company on or about July 30, 2002, and the transaction
described herein shall not become effective until at least 20 days thereafter.
ACTION BY BOARD OF
DIRECTORS AND
CONSENTING STOCKHOLDERS
The following corporate action was authorized by unanimous written
consent of the Board of Directors of the Company on June 24, 2002, a copy of
which is attached hereto as Exhibit A, and subsequently approved by written
consent of holders entitled to vote a majority of the Common Stock and Series A
Preferred Stock of the Company on June 24, 2002, which is attached hereto as
Exhibit B:
1. 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 to 500,000,000 shares.
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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 1 - 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 as Exhibit 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 Company's Common Stock and Series A
Preferred Stock.
The Board of Directors by unanimous written consent on June 24, 2002,
without approval by the stockholders pursuant to Section 78.2055 of the Nevada
Revised Statutes, authorized a 1-for-9,500 reverse stock split of the Company's
issued and outstanding Common Stock and a corresponding decrease in the number
of authorized shares of the Company's Common Stock (the "Reverse Split"). A
Certificate of Change reflecting the Reverse Split was filed with the Secretary
of State of the State of Nevada on June 26, 2002, to be effective on July 5,
2002. As of July 5, 2002, after giving effect to the Reverse Split, there were
99,989 shares of Common Stock issued and outstanding, and 105,264 shares of
Common Stock authorized.
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 and Series A Preferred
Stock.
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VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
As of July 3, 2002, there were 949,887,026 outstanding shares of Common
Stock and 200,000 outstanding shares of Series A Preferred Stock. Each holder of
Common Stock is entitled to one vote for each share held by such holder, and
each holder of Series A Preferred Stock is entitled to an aggregate of
2,064,971,795 votes, representing 54% of the aggregate shares of Common Stock
and Series A Preferred Stock entitled to vote. By virtue of their holdings of
Series A Preferred Stock, the executive officers of the Company, who are also
directors of the Company, were able to authorize the corporate action described
herein.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of July 3, 2002, certain information
as to the stock ownership of each person known by the Company to own
beneficially 5% or more of the Company's outstanding Common Stock, by each
director of the Company who owns shares of Common Stock, and by all officers and
directors as a group. This table includes the shares of Series A Preferred
Stock, which have the right in the aggregate to cast 54% of the total votes
which may be cast by the holders of all the outstanding (i) shares of Common
Stock and (ii) Series A Preferred Stock.
Number of shares of
Name and Address of Number of shares of Series A Preferred Stock Percentage of Voting
Beneficial Owner Common Stock Owned (1) Owned Rights
------------------- ---------------------- ------------------------ --------------------
Isaac Nussen
131 West 35th Street
New York, NY 10001 332,500 100,000 54%
George Weisz
131 West 35th Street
New York, NY 10001 332,500 100,000 54%
All officers and directors
as a group (2 persons) 665,000 200,000 54%
(1) Except as otherwise indicated, all shares are beneficially owned and
sole voting and investment power is held by the persons named.
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NOTICE TO STOCKHOLDERS OF ACTIONS
APPROVED BY CONSENTING STOCKHOLDERS
The following action has been approved by the written consent of
holders entitled to vote a majority of the aggregate shares of Common Stock and
Series A Preferred Stock of the Company:
ACTION 1
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. After giving effect to the
Reverse Split on July 5, 2002, the Company is authorized to issue 105,264 shares
of Common Stock. The amendment (the "Amendment") to the Company's Articles of
Incorporation in the form attached hereto as Exhibit C, increases the authorized
shares of the Company's Common Stock from 105,264 shares to 500,000,000 shares.
Of the 105,264 shares of Common Stock currently authorized, 99,989 shares of
Common Stock are issued and outstanding. Paragraph 4.1 of ARTICLE IV of the
Company's Articles of Incorporation will read as follows:
"4.1 NUMBER OF SHARES AUTHORIZED; PAR VALUE. The total number of shares
of all classes of stock which the Corporation shall have authority to issue is
505,000,000. The corporation is authorized to issue 500,000,000 shares of common
stock, par value $0.001 per share (the "Common Stock") and 5,000,000 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 its
outstanding 8% Series SPA Senior Subordinated Convertible Redeemable Debenture
(the "Debenture") and shares of Preferred Stock which may be issued, and for
possible future acquisitions. The Company currently has outstanding $295,874
principal amount of the Debentures which are convertible into shares of Common
Stock.
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
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Company may consider issuing stock as part or 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 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 and Series A
Preferred Stock.
By Order of the Board of Directors
GEORGE WEISZ
SECRETARY
Dated: New York, New York
July 30, 2002
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EXHIBIT A
UNANIMOUS WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
OF
INTRAC, INC.
The undersigned, constituting all of the members of the board of
directors (the "BOARD") of Intrac, 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 increase the number of authorized shares of the
Company's Common Stock to 500,000,000 shares, in substantially the form
attached hereto as EXHIBIT A, 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 24th day of June, 2002.
/s/ ISAAC NUSSEN
-------------------------------------
Isaac Nussen
/s/ GEORGE WEISZ
-------------------------------------
George Weisz
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EXHIBIT B
WRITTEN CONSENT OF THE MAJORITY
OF THE STOCKHOLDERS OF
INTRAC, 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 Intrac, Inc., a Nevada corporation (the "COMPANY") and series A
preferred stock, par value $0.001 per share (the "Series A Preferred Stock") 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 increase the number of authorized shares of the
Company's Common Stock to 500,000,000 shares, in substantially the form
attached hereto as EXHIBIT A, is hereby approved.
IN WITNESS WHEREOF, the undersigned have adopted the foregoing
resolutions by written consent as of the 24th day of June, 2002.
/s/ ISAAC NUSSEN
----------------------------------
Isaac Nussen
/s/ GEORGE WEISZ
----------------------------------
George Weisz
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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: Intrac, Inc., (the "Corporation")
2. Paragraph 4.1 of ARTICLE IV of the articles has been amended
in its entirety to read as follows:
"4.1 NUMBER OF SHARES AUTHORIZED; PAR VALUE. The total number of shares
of all classes of stock which the Corporation shall have authority to issue is
505,000,000. The corporation is authorized to issue 500,000,000 shares of common
stock, par value $0.001 per share (the "Common Stock") and 5,000,000 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."
3. 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: 2,064,971,795.
4. Officer Signature: /S/ ISAAC NUSSEN
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