SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
(X) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material under Section 240.14a-12
GTDATA CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction
2) applies:
2) Aggregate number of securities to which transaction applies:
3) Proposed maximum aggregate value of transaction:
4) 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:
2)
GTDATA CORPORATION
7045 Wild Wave Dr.
Las Vegas, Nevada 89131
December 16, 2003
Dear Shareholder:
You are cordially invited to attend the special meeting of shareholders of
GTDATA CORPORATION, which will be held at the offices of the Company at 7045
Wild Wave Dr., Las Vegas, Nevada on December 29, 2003 at 2:00 p.m. Pacific Time.
Details of the business to be conducted at the special meeting are given in the
attached Notice of Special Meeting of Shareholders and Proxy Statement.
Whether or not you attend the special meeting, it is important that your shares
be represented and voted at the meeting. Therefore, I urge you to sign, date,
and promptly return the enclosed proxy. If you decide to attend the special
meeting and vote in person, you will of course have that opportunity.
On behalf of the board of directors, I would like to express our appreciation
for your continued interest in the affairs of GTDATA CORPORATION.
Sincerely,
Robert Genesi
CEO & Director
GTDATA CORPORATION
7045 Wild Wave Dr.
Las Vegas, Nevada 89131
Telephone (702) 839-0724
____________________________________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
___________________________________________________
TO THE SHAREHOLDERS OF GTDATA CORPORATION:
The special meeting of the shareholders of GTDATA CORPORATION will be held at
the offices of the Company at 7045 Wild Wave Dr., Las Vegas, Nevada on December
29, 2003 at 2:00 p.m. Pacific Time, for the following purposes:
1. To vote upon a proposal to amend the articles of incorporation in order
the authorize the board of directors to increase the number of authorized common
shares from 12,500,000 shares to 250,000,000 shares; and
2. To transact any other business that may properly come before the meeting
or any adjournment of the meeting.
Shareholders of record at the close of business on December 5, 2003 are entitled
to notice of and to vote at the meeting. The Company's proxy statement to
shareholders accompany this notice.
All shareholders are invited to attend the meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS,
Robert Genesi, CEO & Director
Las Vegas, Nevada
December 16, 2003
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON, WE URGE YOU TO SIGN, DATE, AND
RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE. THIS WILL ENSURE THE
PRESENCE OF A QUORUM AT THE MEETING. PROMPTLY SIGNING, DATING, AND RETURNING THE
PROXY WILL SAVE THE COMPANY THE EXPENSE AND EXTRA WORK OF ADDITIONAL
SOLICITATION. SENDING IN YOUR PROXY WILL NOT PREVENT YOU FROM VOTING YOUR STOCK
AT THE MEETING IF YOU DESIRE TO DO SO, AS YOUR PROXY IS REVOCABLE AT YOUR
OPTION.
GTDATA CORPORATION
7045 Wild Wave Dr.
Las Vegas, Nevada 89131
Telephone (702) 839-0724
________________________________________________
PROXY STATEMENT
________________________________________________
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 29, 2003
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT IN CONNECTION
WITH THE SOLICITATION OF PROXIES MADE HEREBY, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY GTDATA CORPORATION OR ANY OTHER PERSON.
MATTERS TO BE CONSIDERED
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of GTDATA CORPORATION (the "Company") for use at the
special meeting of the shareholders of the Company, or any adjournments
thereof. The meeting will be held at the offices of the Company at 7045 Wild
Wave Dr., Las Vegas, Nevada on December 29, 2003 at 2:00 p.m. Pacific Time, to
approve amendment to the articles of incorporation.
Management knows of no other business that may properly come before the meeting.
The above matters require for their approval the affirmative vote of a majority
of the shares represented at a meeting at which a quorum is present.
This proxy statement and the enclosed form of proxy are first being mailed to
shareholders on or about December 16, 2003.
RECORD DATE; SOLICITATION OF PROXIES
The board of directors of GTDATA CORPORATION has fixed the close of business on
December 5, 2003 as the record date for the determination of shareholders
entitled to notice of and to vote at the special meeting. At the record date,
there were approximately 3,736,209 shares of common stock issued, outstanding,
and entitled to vote at the meeting. Holders of common stock are entitled to one
vote at the meeting for each share of common stock held of record on the record
date. There are no separate voting groups or separate series of stock.
In addition to the solicitation of proxies by the board of directors through use
of the mails, proxies may also be solicited by GTDATA CORPORATION and its
directors, officers and employees (who will receive no additional compensation
therefor) by telephone, telegram, facsimile transmission or other electronic
communication, and/or by personal interview. GTDATA CORPORATION will reimburse
banks, brokerage houses, custodians and other fiduciaries who hold shares of
common stock in their name or custody, or in the name of nominees for others,
for their out-of-pocket expenses incurred in forwarding copies of the proxy
materials to those persons for whom they hold such shares. GTDATA CORPORATION
will bear the costs of the special meeting and of soliciting proxies therefor,
including the cost of printing and mailing this proxy statement and related
materials. GTDATA CORPORATION has spent approximately $1,000 in legal and other
expenses in the preparation of this proxy statement and other expenses connected
with the solicitation of security holders. It is anticipated that GTDATA
CORPORATION will spend an additional $500 in solicitation of security holders
before the meeting is held.
Any questions or requests for assistance regarding GTDATA CORPORATION's proxies
and related materials may be directed in writing to Robert Genesi CEO, at 7045
Wild Wave Dr., Las Vegas, Nevada 89131.
VOTE REQUIRED AND VOTING
Approval of the amendment to the articles of incorporation requires the
affirmative at the meeting of a majority of all common shares issued and
outstanding.
You can vote by either attending the meeting in person or by filling out and
sending in your proxy. Shares of common stock that are represented by properly
executed proxies, unless such proxies shall have previously been properly
revoked (as provided herein), will be voted in accordance with the instructions
indicated in such proxies. If no contrary instructions are indicated, such
shares will be voted FOR the amendment to the articles of incorporation. Shares
represented by proxies that have voted against the propositions presented at the
meeting cannot be used to postpone or adjourn the meeting in order to solicit
more votes for the proposition.
Brokers who hold shares in a street name have the authority to vote when they
have not received instructions from the beneficial owners. Brokers who do not
receive instructions, but who are present in person or by proxy at the meeting
will be counted as present for quorum purposes.
OTHER MATTERS
It is not expected that any matters other than those referred to in this proxy
statement will be brought before the meeting. If other matters are properly
presented, however, the persons named as proxy appointees will vote in
accordance with their best judgment on such matters. The grant of a proxy also
will confer discretionary authority on the persons named as proxy appointees to
vote in accordance with their best judgment on matters incident to the conduct
of the meeting.
REVOCATION OF PROXY
Any shareholder may revoke his, her or its proxy (other than an irrevocable
proxy coupled with an interest) at any time before it is voted, by: (1) filing
with the corporate secretary of GTDATA CORPORATION an instrument revoking the
proxy; (2) returning a duly executed proxy bearing a later date; or (3)
attending the meeting and voting in person. Attendance at the meeting will not
by itself constitute revocation of a proxy.
SHAREHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE INFORMATION PRESENTED
IN THIS PROXY STATEMENT, AND SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING PREPAID ENVELOPE.
PROPOSAL I
AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED COMMON STOCK FROM 12,500,000 SHARES TO 250,000,000 SHARES
REASON FOR THE INCREASE IN AUTHORIZED COMMON STOCK
The Company has recently found it necessary to terminate its prior business
operations and now finds it necessary to seek new business opportunities that it
can acquire. Since the Company has limited or no liquid assets with which to
make any such acquisition, it believes that it will be necessary to acquire
future business interests through the issuance of capital stock. The company
also believes that it will be necessary to acquire the capital necessary to
continue business operations through the sale or issuance of equity capital. In
order to acquire capital and make acquisitions, the Company will require an
increase in shares outstanding.
At the present time the Company has approximately 8,763,791 shares that are
authorized but not issued. Because of the current low stock price, and given
the expected purchase price of any acquisition and cost of capital, management
believes that the Company will need to issue significantly more shares that are
currently authorized by not issued. To give the Company the financial
flexibility that it needs to seek acquisitions and acquire working capital,
management believes that it is necessary at this time to increase the number of
shares authorized but not issued. This is the reason for the proposal to amend
the articles of incorporation and increase the authorized capital of the
Company.
The Board believes that the increase in the authorized shares will be well
merited since it may result in the Company income producing assets. The Board
believes that over the long term the impact of potential income producing assets
may result in an increase in the company's valuation and stock price
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE AMENDMENT TO THE ARTICLES OF
INCORPORATION.
BENEFICIAL STOCK OWNERSHIP
The following table sets forth, as of September 30, 2003, the number of shares
of GTDATA common stock owned by (1) each person or entity known to beneficially
own more than 5% of the outstanding shares; (2) each of the officers named in
the Summary Compensation Table; (3) each director; and (4) all directors and
executive officers as a group.
Number of Shares Percentage
Name and Address Beneficially Owned of Class (1)
________________________________________________________________________
First Wave Inc (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . 937,500 27.3%
87 Front Street East
4th Floor, Suite 400
Toronto, Ontario M5E-1B8
Robert Genesi (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,066,039 28.5%
7045 Wild Wave Drive
Las Vegas, Nevada 89131
Ken Raina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125,000 3.3%
7045 Wild Wave Drive
Las Vegas, Nevada 89131
Anthony Giraudo (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . 355,550 10.3%
625 Cochran Street
Las Vegas, Nevada 89131
General Pacific Partners (5). . . . . . . . . . . . . . . . . . . . . . . 345,834 10.1%
2333 East Pacific Coast Highway
Suite D
Newport Beach, CA 92625
All directors and executive . . . . . . . . . . . . . . . . . . . . . . . 1,191,039 31.8%
officers as a group (2 persons
named above)
(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended
and the information is not necessarily indicative of beneficial ownership for
any other purpose. Under this rule, beneficial ownership
includes any shares as to which the individual or entity has voting power or
investment power and any shares, which the individual has the right to acquire
within 60 days through the exercise of any stock option or other right. Unless
otherwise indicated in the footnotes, each person or entity has sole voting and
investment power or shares voting and investment power with his or her spouse
with respect to the shares shown as beneficially owned.
(2) First Wave Inc. is a third party investor who originally invested
$375,000 in the Company via a convertible note in June 2001. First Wave Inc.
converted the $375,000 note in September 2002 at a post-split conversion price
of $0.40 per share.
(3) Includes 325,513 shares held directly, 707,192 shares held indirectly by
Genesi Family Partnership, Ltd., and 33,334 stock options exercisable within
sixty (60) days.
(4) Includes 328,798 shares held directly, 23,418 shares held indirectly by
the Giraudo Special 2000 Family Trust, and 3,334 stock options exercisable
within sixty (60) days.
(5) General Pacific Partners (GPP) is a promoter/outside consultant who was
hired by the Company in June 2002. In November 2002 GPP converted $115,000 of
its fees into 287,500 shares of the Company's common stock, which equates to a
post-split conversion price of $0.40 per share. In December 2002, GPP converted
the final $35,000 of fees owed them into 58,334 shares of the Company's common
stock, with the post-split conversion price equaling $0.60 per share.
WHERE YOU CAN FIND MORE INFORMATION
GTDATA CORPORATION is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended. GTDATA CORPORATION files reports,
proxy statements and other information with the SEC. You may read and copy
these reports, proxy statements and other information at the SEC's Public
Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an Internet website, located at
www.sec.gov, that contains reports, proxy statements and other information
regarding companies and individuals that file electronically with the SEC.
PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING PROXY AT YOUR EARLIEST
CONVENIENCE, WHETHER OR NOT YOU CURRENTLY PLAN TO ATTEND THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
Robert Genesi
CEO and Director
GTDATA CORPORATION
PROXY
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 29, 2003
PROXY
The undersigned appoints Robert Genesi of GTDATA CORPORATION with full power of
substitution, the attorney and proxy of the undersigned, to attend the special
meeting of shareholders of GTDATA CORPORATION, to be held December 29, 2003,
beginning at 2:00 p.m., Pacific Time, at 7045 Wild Wave Dr., Las Vegas, Nevada,
and at any adjournment thereof, and to vote the stock the undersigned would be
entitled to vote if personally present, on all matters set forth in the Proxy
Statement sent to Shareholders, a copy of which has been received by the
undersigned, as follows:
Please mark your votes as indicated [X] Total Number of Shares Held:
______________
This proxy when properly signed will be voted in the manner directed herein by
the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL.
1. To approve the amendments to the articles of incorporation.
FOR Amended Articles NOT FOR Amended Articles
[_] [_]
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When joint tenants hold shares,
both should sign. When signing as attorney, executor, administrator, trustee, or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by an authorized person. Please sign exactly as
your name appears on your stock certificate(s).
Dated: ________________, 2003
Signature(s)
X _________________________
___________________________
SHAREHOLDER (PRINT NAME)
PLEASE SIGN AND RETURN THIS PROXY PRIOR TO DECEMBER 29, 2003.