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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 [ ]
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
WOLFPACK CORPORATION
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(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: Common
Stock, par value $.001 per share
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(2) Aggregate number of securities to which transaction
applies: 19,971,113
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(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): N/A
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(4) Proposed maximum aggregate value of transaction: N/A
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(5) Total fee paid: N/A
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[ ] 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,
of the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
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(2) Form, Schedule or Registration Statement No.: N/A
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(3) Filing Party: N/A
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(4) Date Filed: N/A
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PRELIMINARY INFORMATION STATEMENT
WOLFPACK CORPORATION
17 GLENWOOD AVENUE
RALEIGH, NORTH CAROLINA 27603
PRELIMINARY INFORMATION STATEMENT
This information statement is being mailed to the stockholders of Wolfpack
Corporation (the "Company"), commencing on or about August 3, 2001, to all
stockholders of record on July 20, 2001, in connection with the prior approval
by the board of directors of the Company of the corporate actions referred to
below and their subsequent adoption by a majority of the stockholders of the
Company (the "Majority Stockholders"). Accordingly, all necessary corporate
approvals in connection with the matters referred to herein have been obtained,
and this Information Statement is furnished solely for the purpose of informing
stockholders, in the manner required under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), of these transactions before they take effect.
The total number of shares of the Common Stock outstanding on July 16, 2001 is
19,971,113.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
1. REVERSE STOCK SPLIT
The Company, as authorized by the necessary approvals of the board of
directors and the Company's Majority Stockholders, have approved the adoption of
a one (1) for two (2) reverse stock split whereby record owners of Common Stock
as of July 20, 2001 shall own one share of Common Stock for every two shares
held (the "Reverse Stock Split"). There shall be no fractional shares and each
fractional share shall be rounded up to the nearest whole share. The capital
accounts of the Corporation shall remain unaffected by the aforesaid Reverse
Stock Split and that, consequently, upon such Reverse Stock Split, the stated
value of the Common Stock shall remain in the same proportion as the Reverse
Stock Split. The Reverse Stock Split will become effective on any date (the
"Effective Date") selected by the Board on or after August 23, 2001.
On the Effective Date, the Reverse Stock Split will be effective, and each
share of the Common Stock issued and outstanding immediately prior thereto (the
"Old Common Stock"), will be, automatically and without any action on the part
of the shareholders, converted into and reconstituted into 1/2 of a share of the
Company's Common Stock (the "New Common Stock"); provided, however, that no
fractional shares of New Common Stock will be issued as a result of the Reverse
Stock Splits. Each fractional share shall be rounded up to the nearest whole
share.
Shortly after the Effective Date, shareholders will be asked to surrender
certificates representing shares of Old Common Stock in accordance with the
procedures set forth in a letter of transmittal to be sent by the Company. Upon
such surrender, a certificate representing shares of New Common Stock will be
issued and forwarded to the shareholders; however, each certificate representing
shares of Old Common Stock will continue to be valid and represent the number of
shares of New Common Stock equal to the number of shares of Old Common Stock
that such shareholder is entitled to receive as a consequence of the Reverse
Stock Split. SHAREHOLDERS SHOULD NOT SEND THEIR STOCK CERTIFICATES UNTIL THEY
RECEIVE A TRANSMITTAL LETTER.
PURPOSE OF THE REVERSE SPLIT
The Board believes the Reverse Stock Split is desirable for several
reasons. The Reverse Stock Split should enhance the acceptability of the Common
Stock by the financial community and the investing public. The reduction in the
number of issued and outstanding shares of Common Stock caused by the Reverse
Stock Split is anticipated initially to increase proportionally the per share
market price of the Common Stock. The Board also believes that the proposed
Reverse Stock Split may result in a broader market for the Common Stock than
that which currently exists. The expected increased price level may encourage
interest and trading in the Common Stock and possibly promote greater liquidity
for the Company's shareholders, although such
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liquidity could be adversely affected by the reduced number of shares of Common
Stock outstanding after the Reverse Stock Split Effective Date.
Additionally, a variety of brokerage house policies and practices tend to
discourage individual brokers within those firms from dealing with lower priced
stocks. Some of those policies and practices pertain to the payment of broker's
commissions and to time consuming procedures that function to make the handling
of lower priced stocks economically unattractive to brokers. In addition, the
structure of trading commissions also tends to have an adverse impact upon
holders of lower priced stock because the brokerage commission on a sale of
lower priced stock generally represents a higher percentage of the sales price
than the commission on a relatively higher priced issue. The proposed Reverse
Stock Split could result in a price level for the Common Stock that will reduce,
to some extent, the effect of the above-referenced policies and practices of
brokerage firms and diminish the adverse impact of trading commissions on the
market for the Common Stock. Any reduction in brokerage commissions resulting
from the Reverse Stock Split may be offset, however, in whole or in part, by
increased brokerage commissions required to be paid by shareholders selling "odd
lots" created by such Reverse Stock Split.
However, there can be no assurance that any or all of these effects will
occur; including, without limitation, that the market price per share of New
Common Stock after the Reverse Stock Split will be equal to the applicable
multiple of the market price per share of Old Common Stock before the Reverse
Stock Split, or that such price will either exceed or remain in excess of the
current market price. Further, there is no assurance that the market for the
Common Stock will be improved. Shareholders should note that the Board cannot
predict what effect the Reverse Stock Split will have on the market price of the
Common Stock.
EFFECT OF THE REVERSE STOCK SPLIT
Consummation of one of the Reverse Stock Splits will not alter the number
of authorized shares of Common Stock, though separate action is being taken to
increase the number of authorized shares of common stock, which is currently
20,000,000 shares (see the section entitled "Increase in the Number of
Authorized Shares of Common Stock"). As discussed above, proportionate voting
rights and other rights of the holders of Common Stock will not be altered by
the Reverse Stock Split.
Shareholders should note that certain disadvantages may result from the
adoption of this Reverse Stock Split. The number of outstanding shares of Common
Stock will be decreased as a result of a Reverse Stock Split, but the number of
authorized shares of Common Stock will not be so decreased. The Company will
therefore have the authority to issue a greater number of shares of Common Stock
following the Reverse Stock Split without the need to obtain shareholder
approval to authorize additional shares. Any such additional issuance may have
the effect of significantly reducing the interest of the existing shareholders
of the Company with respect to earnings per share, voting, liquidation value and
book and market value per share.
The par value of the Common Stock will remain at $.001 per share following
the Reverse Stock Split, and the number of shares of the Common Stock
outstanding will be reduced. As a consequence, the aggregate par value of the
outstanding Common Stock will be reduced, while the aggregate capital in excess
of par value attributable to the outstanding Common Stock for statutory and
accounting purposes will be correspondingly increased. The Reverse Stock Split
will not affect the Company's total shareholders' equity. All share and per
share information would be retroactively adjusted following the Effective Date
to reflect the Reverse Stock Split for all periods presented in future filings.
The Common Stock is currently registered under Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act") and, as a result, the
Company is subject to the periodic reporting and other requirements of the
Exchange Act. The Reverse Stock Split will not effect the registration of the
Common Stock under the Exchange Act. After the Effective Date, trades of the New
Common Stock will continue to be reported on the Nasdaq electronic "Bulletin
Board" under the Company's symbol "WLFP."
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FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT
The Company has not sought and will not seek an opinion of counsel or a
ruling from the Internal Revenue Service regarding the federal income tax
consequences of the Reverse Stock Split. The Company, however, believes that
because the Reverse Stock Split is not part of a plan to increase any
shareholder's proportionate interest in the assets or earnings and profits of
the Company, the Reverse Stock Split will have the following federal income tax
effects:
1. A shareholder will not recognize gain or loss on the exchange of
Old Common Stock for New Common Stock. In the aggregate, the shareholder's
basis in shares of New Common Stock will equal his basis in shares of Old
Common Stock.
2. A shareholder's holding period for tax purposes for shares of New
Common Stock will be the same as the holding period for tax purposes of the
shares of Old Common Stock exchanged therefor.
3. The Reverse Stock Split will constitute a reorganization within the
meaning of Section 368(a)(1)(E) of the Internal Revenue Code or will
otherwise qualify for general nonrecognition treatment, and the Company
will not recognize any gain or loss as a result of the Reverse Stock Split.
SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR
TAX CONSEQUENCES TO THEM OF THE REVERSE STOCK SPLIT, INCLUDING THE FEDERAL,
STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES TO THEM OF THE REVERSE STOCK
SPLIT AND OF POTENTIAL CHANGES IN APPLICABLE TAX LAWS.
2. INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company, as authorized by the necessary approvals of the board of
directors and the Company's Majority Stockholders, have approved an amendment to
the Company's Certificate of Incorporation to increase the number of authorized
shares of Common Stock, per value $.001 per share ("Common Stock), from
20,000,000 to 100,000,000. The stockholders are being asked to approve this
proposed amendment. As of July 16, 2001, 19,971,113 shares of Common Stock were
issued and outstanding.
The Board believes that the proposal increase is desirable so that, as the
need may arise, the Company will have more flexibility to issue shares of Common
Stock without the expense and delay of a special stockholders' meeting in
connection with possible future stock dividends or stock splits, equity
financings, future opportunities for expanding the business through investments
or acquisitions, management incentive and employee benefit plans and for other
general corporate purposes.
Authorized but unissued shares of the Company's Common Stock may be issued
at such times, for such purposes and for such consideration as the Board of
Directors may determine to be appropriate without further authority from the
Company's stockholders, except as otherwise required by applicable law or stock
exchange policies.
The increase in authorized Common Stock will not have any immediate effect
on the rights of existing stockholders. However, the Board will have the
authority to issue authorized Common Stock without requiring future stockholder
approval of such issuances, except as may be required by applicable law or
exchange regulations. To the extent that additional authorized shares are issued
in the future, they will decrease the existing stockholders' percentage equity
ownership and, depending upon the price at which they are issued, could be
dilutive to the existing stockholders. The holders of Common Stock have no
preemptive rights.
The increase in the authorized number of shares of Common Stock and the
subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of the Company without further action by the
stockholders. Shares of authorized and unissued Common Stock could be issued
(within the limits imposed by applicable law) in one or more transactions
therefore less likely. Any such issuance of additional stock could have the
effect of diluting the earnings per share and book value per share of
outstanding shares of common Stock, and such additional shares could be used to
dilute the stock ownership or voting rights of a person seeking to obtain
control of the Company. The company has previously adopted certain measures that
may have the effect of helping to resist an unsolicited takeover attempt.
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MATERIAL INCORPORATED BY REFERENCE
The audited balance sheets of the Company as of December 31, 2000 and
December 31, 1999 and the related statements of operations, shareholders' equity
and cash flows for the years ended December 31, 2000 and December 31, 1999, are
incorporated herein by reference to the Company's Annual Reports on Form 10-KSB
for the fiscal years ended December 31, 2000 and December 31, 1999 (the "Annual
Reports"). The Company's unaudited balance sheet as of March 31, 2001 and the
related statements of operations and cash flows for the three month period ended
March 31, 2001 are incorporated herein by reference to the Company's Quarterly
Report on Form 10-QSB for that period.
The Company's change in its independent certified accountants on January
29, 2001 is incorporated herein by reference to the Company's Current Report on
Form 8-K ("Current Report"), as filed on February 5, 2001.
Information required pursuant to Item 13(a) of Schedule 14A and specified
in Item 303 of Regulation S-B is hereby incorporated by reference to the Annual
Reports and the Quarterly Report listed above.
Information required pursuant to Item 13(a) of Schedule 14A and specified
in Item 304 of Regulation S-B is hereby incorporated by reference to the Current
Report listed above.
By Order of the Board of Directors
PETER L. COKER, SR.
Chief Executive Officer, Treasurer &
Director
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EXHIBIT LIST
EXHIBIT A Amendment to Certificate of Incorporation
EXHIBIT B Consent of Thomas Monahan, CPA
EXHIBIT C Consent of King Griffin & Adamson P.C.
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EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
WOLFPACK CORPORATION
Under Section 242
of the
Delaware General Corporation Law
I, the Chief Executive Officer and Treasurer of Wolfpack Corporation, a
corporation existing under the laws of the state of Delaware, do hereby certify
as follows:
First: That the name of the corporation is Wolfpack Corporation
Second: That the certificate of incorporation of the corporation was
filed with the Delaware Secretary of State on March 16, 1998.
Third: That at a meeting of the board of directors of the corporation,
resolutions were adopted setting forth proposed amendments to the
certificate of incorporation of said corporation, declaring said amendments
to the certificate of incorporation to be advisable and requesting the
consent of the stockholders of said corporation for consideration thereof.
The resolutions setting forth the proposed amendments are as follows:
RESOLVED that the Certificate of Incorporation of the Corporation is hereby
amended by striking out Article IV thereof and by substituting for said Article
the following new Article IV:
ARTICLE IV
AUTHORIZED SHARES
The total number of shares of all classes of stock which the Corporation
shall have authority to issue shall be one hundred five million
(105,000,000) shares, one hundred million (100,000,000) of which shares
shall be common stock, par value $.001 per share (the "Common Stock")
and five million (5,000,000) of which shall be preferred stock (the
"Preferred Stock"). All of the shares of Common Stock shall be of one
class.
RESOLVED, that the Certificate of Incorporation of the corporation be
amended by adding to Article IV, the following:
Each outstanding share of Common Stock, par value $.001 per share, ("Old
Common Stock") outstanding as of the close of business on the date this
Certificate of Amendment to the Certificate of Incorporation is filed
with the Secretary of State of the State of Delaware (the "Effective
Date") shall automatically without any action on the part of the holder
of the Old Common Stock, be converted on the basis of a one-to-two
reverse split of such shares so that two (2) shares of all of Old Common
Stock shall be converted into one (1) share of Common Stock, par value
$.001 per share ("New Common Stock"). Each holder of a certificate or
certificates which immediately prior to the Effective Date represented
outstanding shares of Old Common Stock (the "Old Certificates") shall,
from and after the Effective Date, be entitled to receive a certificate
or certificates (the "New Certificates") representing the shares of New
Common Stock into which the shares of Old Common Stock formerly
represented by such Old Certificates are reclassified under the terms
hereof. Prior to the Effective Date, there are 19,731,113 shares of
issued and outstanding shares of Old Common Stock and 268,887 shares of
authorized but unissued shares of Old Common Stock. On the Effective
Date, there will be 9,865,557 issued and outstanding shares of New
Common Stock and 10,134,443 shares of authorized but unissued shares of
New Common Stock. The 19,731,113 shares of Old Common Stock are hereby
changed into 9,865,557 shares of New Common Stock at the rate of
1-for-2;
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Fourth: That thereafter, pursuant to resolutions of the board of
directors, stockholders holding not less than the necessary number of
shares as required by statute consented in writing to the amendments in
accordance with Section 228 of the General Corporation Law.
Fifth: That said amendments to the certificate of incorporation were
duly adopted in accordance with Section 242 of the General Corporation Law
of the state of Delaware by written consent of the holders of a majority of
all outstanding shares that would have been entitled to vote if such action
was taken at a meeting of stockholders.
Sixth: That the capital of the corporation shall not be reduced under
or by reason of said amendments.
IN WITNESS WHEREOF, the undersigned affirms, under penalty of perjury, that
the foregoing instrument is the act and deed of the corporation and that the
facts stated therein are true.
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Peter L. Coker, Sr.,
Chief Executive Officer, Treasurer &
Director
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EXHIBIT B
THOMAS P. MONAHAN
CERTIFIED PUBLIC ACCOUNTANT
208 LEXINGTON AVENUE
PATERSON, NEW JERSEY 07502
(973) 790-8775
FAX (973) 790-8845
To the Board of Directors and Stockholders,
Wolfpack Corporation and Subsidiaries
17 Glenwood Avenue
Raleigh, North Carolina 27603
Ladies and Gentlemen:
I consent to the incorporation in this Preliminary Information Statement,
Form Pre 14C, being filed by Wolfpack Corporation (the "Company") of my report
dated March 31, 2000 in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1999 (the "Form 10-KSB") on my audit of the
financial statements of the Company as of December 31, 1999.
/s/ THOMAS P. MONAHAN
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Thomas P. Monahan
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EXHIBIT C
KING GRIFFIN & ADAMSON P.C.
14160 DALLAS PARKWAY, 9TH FLOOR
DALLAS, TEXAS 75240-9830
To the Board of Directors and Stockholders,
Wolfpack Corporation and Subsidiaries
17 Glenwood Avenue
Raleigh, North Carolina 27603
Ladies and Gentlemen:
We consent to the incorporation in this Preliminary Information Statement,
Form Pre 14C, being filed by Wolfpack Corporation (the "Company") of our report
dated March 15, 2001 in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000.
/s/ KING GRIFFIN & ADAMSON P.C.
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King Griffin & Adamson P.C.
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