UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
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
INTERNATIONAL IMAGING SYSTEMS, INC.
___________________________________
(Name of Registrant as Specified In Its 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
computed 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:
______________________________________________________________________
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INTERNATIONAL IMAGING SYSTEMS, INC.
2419 E. Commercial Blvd., Suite 305
Ft. Lauderdale, Florida 33308
(954) 492-3703
NOTICE OF ACTION TAKEN WITHOUT A STOCKHOLDER MEETING
March 26, 2007
To the Stockholders of International Imaging Systems, Inc.:
The attached Information Statement is being delivered by
International Imaging Systems, Inc. ("IISY") in connection with
the approval by our directors and stockholders of amendments to
our certificates of incorporation to: (i) increase our authorized
shares from 30 million (30,000,000) to 80 million
(80,000,000) and the number of our authorized shares of common
stock from twenty-nine million (29,000,000) to seventy-nine
million (79,000,000); and (ii) reverse split our outstanding
Common Stock on the basis of up to one (1) post-split share for
forty-five (45) pre-split shares. The stockholders of record as
of March 12, 2007 are entitled to receive this Information
Statement. This Information Statement is first being mailed to
stockholders on or about March 26, 2007. We anticipate that the
amendment to our certificate of incorporation will become
effective on or after April 17, 2007.
Our board of directors approved resolutions authorizing us to
file the amendment to our certificate of incorporation with the
Delaware Secretary of State. IISY has received the approval from
the board of directors and holders of a majority of the
outstanding shares entitled to vote thereon pursuant to written
consents in accordance with Section 228 of the Delaware General
Corporation Law approving and adopting the amendments to our
certificate of incorporation. Stockholders of a majority of
outstanding shares approved a reverse split of our common stock
one (1) post-reverse split share for up to forty-five (45) pre-
reverse split shares, and the increase of authorized stock and
authorized common stock, by written consent on March 14, 2007.
This letter and the accompanying Information Statement are
being distributed to you, our stockholders, in accordance with
the requirements of Section 242 of the Delaware General
Corporation Law and Section 14(c) of the Securities Exchange Act
of 1934, as amended. The Information Statement describes in
greater detail the changes to our certificate of incorporation.
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INTERNATIONAL IMAGING SYSTEMS, INC.
2419 E. Commercial Blvd., Suite 305
Ft. Lauderdale, Florida 33308
(954) 492-3703
__________________
INFORMATION STATEMENT
__________________
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is being mailed on or about March
26, 2007 to all stockholders of record of International Imaging
Systems, Inc. ("IISY"), a Delaware corporation, as of the close
of business on March 12, 2007. It is being furnished in
connection with the adoption of amendments to our certificate of
incorporation by written consent of the holders of a majority of
the outstanding shares of entitled to vote thereon. We anticipate
that the amendment will become effective on or after April 17,
2007. A copy of the amendment to the certificate of incorporation
is attached to this document as Exhibit A.
Our board of directors and the holders of a majority of the
shares entitled to vote thereon adopted resolutions approving the
amendments of our certificate of incorporation to (i) increase
our authorized shares from 30 million (30,000,000) to 80 million
(80,000,000) and the number of our authorized shares of common
stock from twenty-nine million (29,000,000) to seventy-nine
million (79,000,000); and (ii) reverse split our outstanding
Common Stock on the basis of one (1) post-split share for up to
forty-five (45) pre-split shares.
Our board of directors approved resolutions authorizing us to
file the amendment to our certificate of incorporation with the
Delaware Secretary of State. IISY has received the approval from
the board of directors and holders of a majority of the
outstanding shares entitled to vote thereon pursuant to written
consents in accordance with Section 228 of the Delaware Business
Corporation Act approving and adopting the amendments to our
certificate of incorporation. Stockholders of a majority of
outstanding shares approved the increase of authorized common
stock and the reverse split of our common stock on the basis of
one (1) post-split share for up to forty-five (45) pre-split
shares by written consent on March 14, 2007.
Our board of directors decided to obtain the written consent
of holders of a majority of the outstanding shares entitled to
vote on the certificate amendments in order to eliminate the cost
and delay involved in holding a special meeting of our
stockholders and in order to amend our certificate of
incorporation in a timely manner.
The record date for purposes of determining the stockholders
to whom this Information Statement is sent is March 13, 2007. As
of the record date, we had 14,288,700 pre-split shares of common
stock, and 161,850 shares of Series A Convertible Preferred
Stock, issued and outstanding. Common stock votes as a class on
all matters, with each share of common stock entitled to one
vote. Series A Convertible Preferred Stock votes only on matters
affecting the Series A Convertible Preferred Stock.
Pursuant to regulations promulgated under the Securities
Exchange Act of 1934, as amended, the amendment of our
certificate of incorporation may not be effected until at least
twenty (20) calendar days after this Information Statement is
sent or given to our stockholders. We anticipate that the
amendment of our certificate of incorporation will become
effective on or after April 17, 2007 upon filing with the
Delaware Secretary of State.
There will not be a meeting of stockholders and none is
required under the Delaware General Corporation Law since this
action has been approved by written consent of the holders of a
majority of the outstanding shares of our voting common stock.
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AMENDMENTS TO THE CERTIFICATE OF INCORPORATION
INCREASE OF AUTHORIZED SHARES OF COMMON STOCK;
REVERSE SPLIT OF COMMON STOCK
The Company was authorized to issue thirty (30) million
shares including twenty-nine million (29,000,000) shares of
common stock prior to April 17, 2007 of which fourteen million
two hundred eighty-eight thousand seven hundred (14,288,700)
shares were issued and outstanding. In order to better position
the Company for a possible reverse merger acquisition or other
form of business combination, the board of directors approved a
reverse split of our common stock of one (1) post-reverse split
share for up to forty-five (45) pre-reverse split shares on March
14, 2007, whereby the number of our outstanding common stock may
decrease from fourteen million two hundred eighty-eight thousand
seven hundred (14,288,700) shares to up to three hundred
seventeen thousand five hundred twenty-six (317,526) shares and
an increase in our authorized capital stock whereby the number of
our authorized shares increased to eighty million
(80,000,000) and the number of our authorized shares of common
stock increased from twenty-nine (29,000,000) shares to seventy-
nine million (79,000,000) shares. Our board of directors and a
majority of the shareholders entitled to vote have authorized the
increase of our authorized shares to eighty million
(80,000,000) and authorized shares of common stock to seventy-
nine million (79,000,000). Stockholders of a majority of
outstanding shares approved the increase of authorized shares by
written consent on March 14, 2007. The change to our authorized
number of shares and the authorized number of shares of common
stock will become effective upon the filing of an amendment to
our certificate of incorporation with the Delaware Secretary of
State, which is expected to occur as soon as reasonable
practicable on or after the twentieth (20th ) day following the
mailing of this Information Statement to our stockholders.
The board of directors believes that it is advisable and in
the best interests of the company to amend Article Fourth of the
Company's Certificate of Incorporation to reverse split, one (1)
post split share for each forty-five (45) pre-split shares and to
increase the Company's authorized shares and authorized shares of
common stock in order to permit the conversion of all of the
Series A Convertible Preferred Stock into common stock, to
provide additional shares that could be issued in a reverse
merger acquisition or other form of business combination and for
raising additional equity capital or for other financing
activities. The future issuance of additional shares of common
stock on other than a pro rata basis to existing stockholders
will dilute the ownership of the current stockholders, as well as
their proportionate voting rights.
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ABSENCE OF DISSENTERS' RIGHTS
No dissenters' or appraisal rights are available to our
stockholders under the Delaware General Corporation Law in
connection with the amendment of the Article Fourth of our
Certificate of Amendment.
EXECUTIVE OFFICERS
The executive officers of the Company are identified in the table
below. Each executive officer of the Company serves at the
pleasure of the Board.
Date Became an
Name Age Executive Officer Positions
_________________________________________________________________________
John Vogel 53 September 19, 2006 President, CEO
Robert Scherne 50 September 19, 2006 Treasurer, CFO and Secretary
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding
the beneficial ownership of the shares of our common stock as of
March 13, 2007 by (i) each person who is known by us to be the
beneficial owner of more than five percent (5%) of the issued and
outstanding shares of our common stock and Series A Convertible
Preferred Stock on an as converted basis, (ii) each of our
directors and executive officers, and (iii) all directors and
executive officers as a group.
This table is based upon information derived from our stock
records. Unless otherwise subject to community property laws
where applicable, we believe that each of the shareholders named
in this table has sole or shared voting and investment power with
respect to the shares indicated as beneficially owned. Applicable
percentages are based upon 30,473,600 shares of pre-split common
stock outstanding, on an as converted basis, as of March 15,
2007.
Name and Address Number of Shares of Percentage (%) of
of Beneficial Owner(1) Common Stock Owned(5) Common Stock(2)
__________________________________________________________________________
Martin A. Sumichrast(4) 4,529,166 14.5%
Windermere Insurance Company(3) 2,603,333 8.5%
Vision Opportunity Master Fund, Ltd.(3) 3,000,000 9.8%
Ralph O. Olson(3) 4,529,166 14.5%
Menlo Venture Partners(3) 2,264,166 7.4%
Castle Bison, Inc.(3) 2,246,666 7.4%
John Vogel 0 0%
Robert Scherne 0 0%
Vincent Finnegan 0 0%
All officers and directors as a group 0 0%
(three persons(3))
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(1) Beneficial ownership as reported in the table above has been
determined in accordance with Instruction (1) to Item 403 (b)
of Regulation S-B of the Exchange Act.
(2) Percentages are approximate based upon 30,473,700
issued and outstanding shares of common stock, stated on an as
converted basis following the corresponding necessary increase
in authorized capital stock. See (5) below.
(3) The business address of the stockholder, director or
officer, as the case may be, noted above is 2419 E. Commercial
Blvd., Ft. Lauderdale, FL 33308.
(4) The business address of the stockholder noted above is 11125
Colonial Country Lane, Charlotte, NC 28277.
(5) Includes the number of shares of Common Stock to be issued
on conversion of Series A Convertible Preferred Stock assuming
an amendment of the certificate to incorporation to increase
the number of authorized shares becomes effective.
By Order of the Board of Directors:
International Imaging Systems, Inc.
By: /s/John Vogel
--------------------------
John Vogel, Chief Executive Officer
March 15, 2007
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Exhibit A
Certificate of Amendment
of
Certificate of Incorporation
of
International Imaging Systems, Inc.
7
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STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INTERNATIONAL IMAGING SYSTEMS, INC.
INTERNATIONAL IMAGING SYSTEMS, INC., a Delaware corporation (the
"Corporation"), does hereby certify that:
First: That the Board of Directors of International Imaging
Systems, Inc. (the "Corporation") by unanimous written consent
dated as of March 14, 2007, adopted resolutions setting forth
proposed amendments to the Certificate of Incorporation of the
Corporation as hereinafter amended, declaring such amendments to
be advisable and calling for the submission of such amendments to
the stockholders of the Corporation for consideration thereof.
The resolutions setting forth the proposed amendments are as
follows:
Resolved, that the Certificate of Incorporation of the
Corporation be amended by changing Article thereof numbered
"Fourth" so that, as amended, said Article shall be and read as
follows:
"Article FOURTH. (a) The total number of shares which the
Corporation shall have authority to issue is Eighty Million
(80,000,000), consisting of Seventy-Nine Million (79,000,000)
shares of Common Stock, par value $.0001 per share, (hereafter
called the "Common Stock"), and One Million (1,000,000) shares of
Preferred Stock, par value $.001 per share, (hereinafter called
the "Preferred Stock")
(b) Each [as much as forty-five (45) shares]
of Common Stock outstanding at 5:00 p.m. on March 12, 2007, shall
be deemed to be one (1) share of Common Stock of the Corporation,
par value $.0001 per share.
(c) Shares of Preferred Stock may be issued
from time to time in one or more series as may be established
from time to time by resolution of the Board of Directors of the
Corporation (hereinafter the "Board"), each of which series shall
consist of such number of shares and have such distinctive
designation or title as shall be fixed by resolution of the Board
prior to the issuance of any shares of such series. Each such
class or series of Preferred Stock shall have such voting powers,
full or limited, or no voting powers, and such preferences and
relative, participating, optional or other special rights and
such qualifications, limitations or restrictions thereof, as
shall be stated in such resolution of the Board providing for the
issuances of such series of Preferred Stock."
Second: That thereafter, pursuant to Section 228 of the
General Corporation Law of the State of Delaware, consents
approving the amendments set forth above were signed by holders
of outstanding voting stock having not less than the minimum
number of votes that would be necessary to authorize or take such
action at a meeting on such date at which all shares entitled to
vote thereon were present and voted.
Third: That said amendments were duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
Fourth: That the capital of the Corporation shall not be reduced
under or by reason of said amendments.
By: /s/John Vogel
----------------------------------
(Authorized Officer)
Name: John Vogel, President,
Chief Executive Officer
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