UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act
of 1934
Check the appropriate box:
|X| Preliminary Information Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5 (d)(2))
|_| Definitive Information Statement
Primary Business Systems, Inc.
------------------------------
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computer pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No:
3) Filing Party:
4) Date Filed:
PRIMARY BUSINESS SYSTEMS, INC.
433 Kitty Hawk Drive, Suite 226
Universal City, Texas 74148
To the Holders of Common Stock of
Primary Business Systems, Inc.
Primary Business Systems, Inc., a Nevada corporation, has obtained the
written consent from stockholders holding a majority of the outstanding common
stock as of August 29, 2005, approving the following corporate actions: (i) a
change in the name of the company to "PBS Holding, Inc." and (ii) a reverse
split of the common stock of the company at the rate of one (1) share for every
eight (8) shares of common stock currently outstanding. Fractional shares will
not be issued and holders of our common stock will receive cash in lieu of a
fractional share.
We are implementing the name change and the reverse split because we want
our name to more accurately reflect our future business operations and, with
regard to the reverse split, to bring the number of shares outstanding into a
more appropriate alignment with the current financial profile of Primary
Business Systems.
Details of the name change and reverse split and other important
information are set forth in the accompanying Information Statement. The Board
of Directors has unanimously approved the name change and reverse split as of
August 25, 2005. Under Section 78.320 of the Nevada General Corporation Law,
action by stockholders may be taken without a meeting, without prior notice, by
written consent of the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize the action at a
meeting at which all shares entitled to vote thereon were present and voted. On
that basis, the stockholders holding a majority of the outstanding shares of
common stock approved the name change and reverse split. No other vote or
stockholder action is required. You are hereby being provided with notice of the
approval of the name change and reverse split by less than unanimous written
consent of the stockholders of Primary Business Systems.
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/ Patrick D. Matthews
Patrick D. Matthews,
President
Universal City,
Texas
September 1, 2005
PRIMARY BUSINESS SYSTEMS, INC.
---------------------
INFORMATION STATEMENT
---------------------
CONCERNING CORPORATE ACTION AUTHORIZED BY WRITTEN
CONSENT OF STOCKHOLDERS OWNING A MAJORITY
OF SHARES OF CAPITAL STOCK ENTITLED TO VOTE THEREON
---------------------
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
---------------------
This Information Statement is being furnished to the stockholders of
Primary Business Systems, Inc., a Nevada corporation ("we," "us" or "Company"),
to advise them of the corporate action described herein, which has been
authorized by the board of directors ("Board") and by a written consent of
stockholders beneficially and directly owning a majority of the outstanding
voting securities of the company entitled to vote thereon. This action is being
taken in accordance with the requirements of the general corporation law of the
State of Nevada ("NGCL").
The Board has determined that the close of business on August 29, 2005 was
the record date ("Record Date") for the stockholders entitled to notice about
the proposal authorizing the change in the name of the company from "Primary
Business Systems, Inc." to "PBS Holding, Inc" ("Name Change") and a reverse
split of the common stock at the rate of one (1) share of common stock for every
eight (8) shares of currently outstanding ("Reverse Split").
On August 25, 2005, the Board approved the Name Change and Reverse Split
and authorized the company's officers to obtain written consents from the
holders of a majority of the outstanding voting securities of the company to
approve the Name Change and the Reverse Split. Under Section 78.320 of the NGCL,
any action required or permitted by the NGCL to be taken at an annual or special
meeting of stockholders of a Nevada corporation may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, is signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the approval of the Name Change and Reverse
Split must be given to those stockholders who have not consented in writing to
the action and who, if the action had been taken at a meeting, would otherwise
have been entitled to notice of the meeting.
On August 29, 2005, three stockholders who were the beneficial and direct
owners of record of 79,096,254 shares of the company's common stock,
representing approximately 91.67 % of the outstanding voting securities of the
Company, executed and delivered to the Board's written consents authorizing and
approving the Name Change and the Reverse Split. Accordingly, no vote or further
action of the stockholders of the company is required to approve the Name Change
or the Reverse Split. You are hereby being provided with notice of the approval
of the Name Change and the Reverse Split by less than unanimous written consent
of the stockholders of the company.
2
This Information Statement describing the Name Change and the Reverse
Split is first being mailed or furnished to the company's stockholders on or
about September 1, 2005, and such matters shall not become effective until at
least twenty (20) calendar days after this Information Statement is first sent
or given to stockholders pursuant to the requirements of Rule 14c-2(b) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
The company will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing.
The executive offices of the company are located at 433 Kitty Hawk Dr.,
Suite 226, Universal City, Texas 78148, and its telephone number is (210)
227-4191.
---------------------
3
This information statement is first being mailed to stockholders on or
about September 1, 2005 and is being furnished for informational purposes only.
VOTING SECURITIES
The Company only has issued and outstanding common stock eligible to vote
at the time of the shareholder action. As of the Record Date, there were
86,278,297 shares of common stock issued and outstanding. Each share of common
stock is entitled to one vote on all matters submitted to the holders of common
stock for their approval. The consent of the holders of a majority of all of the
company's outstanding common stock was necessary to authorize the Name Change
and the Reverse Split.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table and accompanying footnotes set forth certain
information as of the Record Date with respect to the stock ownership of (i)
those persons known to the company to beneficially own more than 5% of the
company's common stock, (ii) each director of the company, (iii) each executive
officer of the company and (iv) all directors and executive officers of the
company as a group. The information in the table below does not reflect the
Reverse Split. Amount and Nature of Percent of Outstanding.
- ------------------------------------------------------------------------------------------------------
Name and Address of Amount of and Nature
Title of Beneficial Owner Capacity with of Beneficial Percentage of
Class Company Ownership* Class No. of Votes
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
Common Stock Patrick D. Chairman, 68,393,591 79.3% 68,393,591
$.001 Par Matthews, Chief Executive
Value Officer &
433 Kitty Hawk Dr., President
Suite 226,
Universal City,
Texas 78148
- ------------------------------------------------------------------------------------------------------
Amanda Sinclair Director, 6,417,850 7.4% 6,417,850
Executive Vice-
433 Kitty Hawk Dr., President &
Suite 226, Secretary
Universal City,
Texas 78148
- ------------------------------------------------------------------------------------------------------
Connie Matthews Director 4,284,813 4.9% 4,284,813
433 Kitty Hawk Dr.,
Suite 226,
Universal City,
Texas 78148
- ------------------------------------------------------------------------------------------------------
All Officers & Directors as a
Group (3 in number) 79,096,254 91.67% 79,096,254
- ------------------------------------------------------------------------------------------------------
4
* Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock issuable upon the
exercise of options or warrants currently exercisable or convertible within 60
days, are deemed outstanding for computing the percentage ownership of the
person holding such options or warrants but are not deemed outstanding for
computing the percentage ownership of any other person.
The total combined votes of all stockholders listed on the foregoing table
is 79,096,254 votes out of a total of 86,278,297 votes, or 91.67% of the voting
shares.
Patrick Matthews and Connie Matthews are husband and wife and Amanda
Sinclair is their daughter. The three members of the Matthews family served as
directors of the company as of August 25, 2005. Mr. Matthews served as our chief
executive officer and Ms. Sinclair is our secretary. Mrs. Matthews resigned from
the Board of Directors effective August 31, 2005.
As of the Record Date, there were no outstanding options or warrants to
purchase shares of common stock issued by the company.
NAME CHANGE
On August 25, 2005, the Board authorized a change in our corporate name to
"PBS Holding, Inc." The Company's Amended Articles of Incorporation will be
amended to reflect the Name Change. A form of certificate of amendment to our
articles of incorporation is attached to this Information Statement as Exhibit
A.
On August 29, 2005, stockholders holding an aggregate of 79,096,254 shares
of common stock, representing approximately 91.67% of the outstanding voting
securities of the company, executed and delivered to the Board written consents
authorizing and approving the Name Change.
The elimination of the need for a meeting of the stockholders to approve
the Name Change is authorized by NRS 78.320, which provides that the written
consent of the holders of outstanding shares of voting capital stock having not
less than the minimum number of votes which would be necessary to authorize or
take the action at a meeting of which all shares entitled to vote on a matter
were present and voted, maybe substituted for the special meeting. According to
NRS 78.390, a majority of the outstanding shares of voting capital stock
entitled to vote on the matter is required in order to amend the Company's
Articles of Incorporation. In order to eliminate the costs and management time
involved in holding a special meeting, and in order to effectuate the Amendment
as early as possible in order to accomplish the purposes of the Company, the
Board decided to utilize the written consent of the Majority Stockholders of the
Company.
SHAREHOLDERS WILL BE REQUIRED TO RETURN THEIR SHARE CERTIFICATES TO THE
COMPANY'S TRANSFER AGENT IN ORDER TO RECEIVE NEW SHARE CERTIFICATES. DO NOT
FORWARD YOUR SHARE CERTIFICATES UNTIL YOU RECEIVE NOTICE FROM OUR TRANSFER
AGENT, REGISTER AND TRANSFER COMPANY.
5
REVERSE SPLIT
On August 25, 2005, the Board authorized the Reverse Split by a diminution
in the number of shares of outstanding common stock at the rate of one (1) share
for every eight (8) shares of common stock then outstanding. A form of
certificate of amendment to our articles of incorporation is attached to this
Information Statement as Exhibit A.
On August 29, 2005, stockholders holding an aggregate of 79,096,254 shares
of common stock, representing approximately 91.67% of the outstanding voting
securities of the company, executed and delivered to the Board written consents
authorizing and approving the Reverse Split.
The Board of Directors did not approve the Reverse Split with the
intention of taking the Company private. As of August 29, 2005, we had
approximately 183 record holders of our common stock. We anticipate that as a
result of the Reverse Split, we will have approximately 53 record holders of our
common stock. The Board of Directors decided that the Company's current
operations, financial condition and capitalization were not in harmony and that
there were too many shares of common stock outstanding. In addition, the Board
of Directors believes that the Reverse Split will result in a higher stock price
which may make it possible to create market interest in the Company's stock and
therefore raise necessary capital.
At the close of business on August 29, 2005, the Company's common stock
closing price was $0.04 per share. Our stock is thinly traded on the over the
Counter Bulletin Board under the symbol PYBS.OB.
Under Nevada law, the action to reverse split the common stock applies
only to the outstanding shares of common stock and does not change the number of
authorized shares of capital stock. Therefore, after the Reverse Split, the
Board will have the authority to issue up to 750,000,000 shares of common stock,
$.001 par value, and authorized by its current certificate of incorporation.
After the Reverse Split, there will be approximately 10,784,787 shares
outstanding. Fractional shares caused by the Reverse Split will not be issued.
Holders of our common stock would otherwise receive fractional shares will
receive cash. The amount of cash to be received will be based upon the closing
price of our common stock on the trading day immediately prior to the filing of
a certificate of amendment with the State of Nevada to effect the Reverse Split.
The common stock does not have any pre-emptive rights. None of the rights of the
common stock are being changed as a result of the Reverse Split, and therefore
the rights of the stockholders will remain unchanged, including the right of one
vote for each share of common stock in any action requiring a vote of the
holders of common stock, liquidation rights after any preference shares, and
dividends when and if declared by the Board.
Stockholders will be required to exchange outstanding stock certificates
for new certificates in connection with the Reverse Split. If any fractional
shares result from the reverse split, on the basis of the aggregate number of
shares held by a stockholder, the fractional share will represent the right to
receive a cash payment for such fractional share. Stockholders do not have any
dissenter or appraisal rights in connection with the Reverse Split.
SHAREHOLDERS WILL BE REQUIRED TO RETURN THEIR SHARE CERTIFICATES TO THE
COMPANY'S TRANSFER AGENT IN ORDER TO RECEIVE NEW SHARE CERTIFICATES. DO NOT
FORWARD YOUR SHARE CERTIFICATES UNTIL YOU RECEIVE NOTICE FROM OUR TRANSFER
AGENT, REGISTER AND TRANSFER COMPANY.
6
AVAILABLE INFORMATION
Please read all the sections of the Information Statement carefully. We
are subject to the informational requirements of the Securities Exchange Act of
1934, as amended ("Exchange Act") and in accordance therewith, files reports,
proxy statements and other information with the Securities and Exchange
Commission ("SEC"). These reports, proxy statements and other information filed
by us with the SEC may be inspected without charge at the public reference
section of the SEC at 100 F Street, NE, Washington, DC 20549, Office of Investor
Education and Assistance. Copies of this material also may be obtained from the
SEC at prescribed rates. The SEC also maintains a website that contains reports,
proxy and information statements and other information regarding public
companies that file reports with the SEC. Copies of these materials may be
obtained from the SEC's website at http://www.sec.gov.
------------------
STOCKHOLDER COMMUNICATION WITH DIRECTORS
Stockholders who wish to communicate with the Board or with a particular
director may send a letter to the Company at 433 Kitty Hawk Dr., Suite 226,
Universal City, Texas 78148. The company's telephone number is (210) 658-4675.
Any communications should clearly specify it is intended to be made to the
entire Board or to one or more particular director(s). Under this process, the
recipient of the communication will review such correspondence and will forward
to the Board a summary of all such correspondence and copies of all
correspondence that, in the opinion of the review deals with the functions of
the Board, or that the reviewer otherwise determines requires their attention.
Directors may at any time review a log of all correspondence received by the
Company that is addressed to the members of the Board and request copies of such
correspondence. Concerns relating to accounting, internal controls or auditing
matters are immediately brought to the attention of the Board.
NO SOLICITATION OF PROXIES
This Information Statement is furnished to the stockholders pursuant to
the requirements of Section 14(c) under the Exchange Act to report action taken
by written consent of the Majority Stockholders. No action is required upon the
part of any other stockholder, and no proxy is being solicited. The cost of this
Information Statement will be borne by the Company.
COPIES OF THE COMPANY'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER
31, 2004 ON FORM 10-KSB ARE AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE UPON
WRITTEN REQUEST TO PRIMARY BUSINESS SYSTEMS, INC., 433 KITTY HAWK DR., SUITE
226, UNIVERSAL CITY, TEXAS 78148, ATTN: INVESTOR RELATIONS.
Dated September 1, 2005
By order of the Board of Directors,
/s/ Patrick D. Matthews
Patrick D. Matthews
President
7
Exhibit A
---------
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
PRIMARY BUSINESS SYSTEMS, INC.
----------------------
Pursuant to Section 78.390 of the
General Corporation Law of Nevada
----------------------
The undersigned President of Primary Business Systems, Inc.
("Corporation") DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is Primary Business Systems, Inc.
SECOND: The stockholders of the Corporation approved a change in the name.
Article I of the amended articles of incorporation is amended to read as
follows:
"Article I: The name of the Company shall be PBS HOLDING, INC."
THIRD: The issued and outstanding common stock of the Corporation is
reverse split at the rate of ONE (1) share for every EIGHT (8) shares of issued
and outstanding common stock, and there is no effect on the number of authorized
shares of common stock under Article IV, which authorizes up to 750,000,000
shares of common stock.
FOURTH: The foregoing Amendment of the Articles of Incorporation was duly
approved by the Corporation's Board of Directors and thereafter was duly adopted
by the consent of the holders of a majority of the outstanding voting stock of
the Corporation representing 79,096,254 shares of common stock and 97.1 percent
of the issued and outstanding common stock.
IN WITNESS WHEREOF, I have executed this Certificate of Amendment this
_____ day of _________ 2005.
/s/ Patrick D. Matthews
-------------------------------
Patrick D. Matthews,
President
/s/ Amanda Sinclair
-------------------------------
Amanda Sinclair
Secretary
8