SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) 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 RENEGADE VENTURE (NEV.) CORPORATION (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 O-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 O-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 O-11(a)(2) and identify the filing for which the offspring fee was paid previously. Identify the previous filing by registration statement number, or the Form of Schedule and that date of its filing. 1) Amount Previously Paid: 2) Form Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: RENEGADE VENTURE (NEV.) CORPORATION 6901 South Park Avenue Tucson, Arizona 85706 (502) 294-3481 NOTICE OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF MAJORITY STOCKHOLDERS IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS, DATED JULY 28, 2003 August ___, 2003 To our Stockholders: This Information Statement is being furnished to the stockholders of Renegade Venture (Nev.) Corporation, a Nevada corporation, regarding the approval of certain employment agreements and stock grants. By a Unanimous Consent of the Board of Directors in Lieu of Special Meeting dated July 21, 2003, our Board of Directors adopted Employment Agreements between Renegade and Ian Herman, as the Chief Executive Officer of the Company, and John B. Sawyer, as the President and Chief Operating Officer of the Company. The Board of Directors also approved a stock grant of 2,500,000 shares of our common stock to each of Messrs. Herman and Sawyer. Ordinarily, these are not matters required by our articles of incorporation, our bylaws or Nevada law to be submitted to the stockholders for ratification or approval. However, because Messrs. Herman and Sawyer are the only members of our Board of Directors, and because each of them has an interest in his Employment Agreement and stock grant, Messrs. Herman and Sawyer submitted the Employment Agreements and stock grants for ratification and approval by a majority of our stockholders. As further described in more detail in this Information Statement, pursuant to a Written Consent of Stockholders dated July 28, 2003, a sufficient number of our stockholders voted to ratify and approve the Employment Agreements and stock grants, both effective as of July 21, 2003. Accordingly, the Employee Agreements and stock grants have been approved and will be effectuated on or about August ___, 2003, that date that is 20 days after delivery to you of this Information Statement. Upon such effectuation, the Employment Agreements and stock grants shall be effective as of July 21, 2003. The accompanying Information Statement is furnished pursuant to Section 14(c) of the Securities Exchange Act of 1934 and Regulation 14C and Schedule 14C thereunder. We are mailing the Information Statement on or about August ____, 2003 to stockholders of record of the Company at the close of business on July 28, 2003. THIS IS NOT A NOTICE OF AN ANNUAL OR SPECIAL MEETING OF THE STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER ANY MATTERS DESCRIBED HEREIN. 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, Ian Herman, Chairman and Chief Executive Officer 1421847.1 RENEGADE VENTURE (NEV.) CORPORATION 6901 South Park Avenue Tucson, Arizona 85706 (502) 294-3481 INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 AND REGULATION 14C AND SCHEDULE 14C THEREUNDER August ___, 2003 This Information Statement is being mailed on or about August ___, 2003 to the stockholders of record on July 28, 2003 (the "Record Date") of Renegade Venture (Nev.) Corporation, a Nevada Corporation (referred to herein as the "Company," "Renegade," "we," "our," "us" or words of similar import) in connection with the ratification and approval of certain employment agreements between Renegade and Ian Herman and John B. Sawyer pursuant to the written consent by the majority stockholders of the Company, dated as of July 28, 2003. On or about August ___, 2003, or 20 days after the mailing of this Information Statement, the actions described herein will become effective as of July 21, 2003. EMPLOYMENT AGREEMENTS AND STOCK GRANTS Pursuant to a Unanimous Consent of the Board of Directors in Lieu of Special Meeting, dated as of July 21, 2003, the Company's Board of Directors (the "Board") determined that it would be in Renegade's best interest to secure the services of its executive officers, Ian Herman and John B. Sawyer, by entering into employment agreements with them. Accordingly, the Board adopted and approved an employment agreement between Renegade and each of Messrs. Herman and Sawyer (collectively, the "Employment Agreements"). In connection with the Employment Agreements, the Board also approved the issuance of 2,500,000 shares of the Company's common stock to each of Messrs. Herman and Sawyer. The Employment Agreements and stock grants are effective as of July 21, 2003. Ordinarily, execution of employment agreements and stock grants are not matters required by our articles of incorporation, bylaws or Nevada law to be submitted to the stockholders for ratification or approval. However, because Messrs. Herman and Sawyer are the only members of our Board of Directors, and because each of them has an interest in his Employment Agreement and stock grant, Messrs. Herman and Sawyer submitted the Employment Agreements and stock grants for ratification and approval by a majority of our stockholders. Mr. Herman's and Mr. Sawyer's Employment Agreements are identical in nearly all respects. Following is a summary description of the terms of the Employment Agreements. Title and Duties Mr. Herman's Employment Agreement provides that he is to be employed as the Company's Chief Executive Officer. Mr. Sawyer's Employment Agreement provides that he is to be employed as the Company's President and Chief Operating Officer. Each of them is to perform those duties assigned to them by the Board which are not unreasonably inconsistent with the duties of their respective offices. Term Each of the Employment Agreements is for a rolling three-year term. On each one-year anniversary during the term of the Employment Agreements, their terms will be automatically extended for an additional three years, so that on any given anniversary date, there will be three years remaining in the terms of the Employment Agreements. Either Renegade or Messrs. Herman or Sawyer may terminate the Employment Agreement by notifying the other in writing at least 60 days prior to any anniversary date that it or he does not intend to renew the Employment Agreement. Compensation Each of Messrs. Herman and Sawyer will receive an annual base salary of $250,000. This salary will be reviewed each year by the Board to determine whether any increase is warranted. Messrs. Herman and Sawyer will also be eligible for an annual bonus, as determined by the Board. Each of them will also receive employee benefits and perquisites made available to other key employees of the Company, including: six weeks of paid vacation annually; participation in the Company's medical, dental, vision, disability, life insurance, pension, retirement and all other benefit plans made available to other employees of the Company; and participation in any stock option plan, stock purchase plan or any similar incentive plan based in whole or in part on the Company's equity securities. As additional compensation, Mr. Herman and Mr. Sawyer were each issued 2,500,000 shares of our common stock ("Incentive Shares"). These shares are subject to restrictions on transferability. Additionally, the Company has the option to repurchase the Incentive Shares at $.08 per share in the event we terminate the Employment Agreements for cause. The restrictions and the Company's repurchase option will lapse according to a schedule set forth in the Employment Agreements. The following table sets forth the number of restricted shares and unrestricted shares, respectively, as of the date of the Employment Agreements and each of the listed dates: Date Restricted Shares Unrestricted Shares ---- ----------------- ------------------- July 21, 2003 2,500,000 0 July 1, 2004 1,700,000 800,000 July 1, 2005 900,000 1,600,000 July 1, 2006 0 2,500,000 In addition, the restrictions on Messrs. Herman's and Sawyer's shares will lapse immediately upon (a) the Company's non-renewal of the Employment Agreement; or (b) a change in control of the Company, which is defined as: (i) any event which results in more than 50% of our issued and outstanding common 2 stock being beneficially owned by stockholders different from the stockholders who currently own the shares; (ii) the sale or other disposition of all or substantially all of the Company's assets in a single transaction or a series of related transactions; (iii) a merger, consolidation or other business combination which results in our current stockholders failing to continue to represent (whether by remaining outstanding or by conversion into voting securities of the surviving entity) at least 50% of the combined voting power of our voting securities or the surviving entity immediately after such merger or consolidation; or (iv) the dissolution or liquidation of the Company. Confidentiality, Noncompetition and Nonsolicitation The Employment Agreements contain confidentiality provisions, pursuant to which Messrs. Herman and Sawyer agree that they will not use or disclose to third parties any information relating to our past, present and future research, development, business plans and activities, products, services, clients, employees, financial information or technical knowledge. During the term of the Employment Agreements, and for a period of two years after their termination, Mr. Herman and Mr. Sawyer are prohibited from directly or indirectly engaging in, having any ownership interest in, or participating in the financing, operation, management or control of any business that engages in the commercial aircraft maintenance business anywhere within the state of Arizona, absent prior written approval from the Board. Messrs. Herman and Sawyer are permitted, however, to own up to 1% of a publicly traded company that engages in business competitive with Renegade. During the term of the Employment Agreements, and for a period of two years after their termination, Messrs. Herman and Sawyer are prohibited from soliciting our employees, consultants and contractors for the purpose of encouraging them to terminate their employment or services with us or to accept employment with another company. Termination We may terminate the employment of Mr. Herman or Mr. Sawyer at any time for cause. "Cause" means conviction of, or plea of nolo contendere to, any felony, or theft, embezzlement or any other misappropriation of any funds or other assets of Renegade. In such case, the executive would be entitled only to his earned but unpaid base salary through the date of termination and any Incentive Shares on which the restrictions have lapsed. We may also terminate the Employment Agreements without cause upon 30 days written notice, in addition to giving notice of non-renewal 60 days prior to any anniversary date as described above. Our election to not renew an Employment Agreement is deemed to be a termination without cause. Lastly, either Mr. Herman or Mr. Sawyer may terminate his employment in the event we materially breach the terms of the Employment Agreement and fail to cure such breach within 60 days after notice of the breach. In any of these events, the executive would be entitled to a lump sum severance payment equal to his base salary for the remainder of his employment term plus an additional amount equal to his base salary plus any bonus to which the executive received for the previous fiscal year (the "Lump Sum Payment"). In addition, all restrictions on the executive's Incentive Shares will immediately lapse. 3 In the event Mr. Herman's or Mr. Sawyer's employment is terminated as a result of their death, we are obligated to pay to his estate or his designated beneficiaries the Lump Sum Payment, which may not be reduced by reason of any insurance proceeds payable directly to their beneficiaries or estate pursuant to insurance carried or provided by us. We may also terminate Mr. Herman's or Mr. Sawyer's employment if they become mentally or physically disabled and unable to perform their duties for a period of 180 days or more. In such event, they are entitled to receive the Lump Sum Payment, reduced by any amounts payable to them during the term of their employment pursuant to any disability benefit or wage continuation plan of the Company. All restrictions on the executive's Incentive Shares will also lapse in the event of termination of the Employment Agreement due to the executive's death or disability. DIRECTORS, OFFICERS AND COMPENSATION THEREOF The following table sets forth the names and principal positions of our directors and officers as of July 28, 2003. Additionally, the table reflects all forms of compensation for the fiscal years ended December 31, 2002, 2001 and 2000 for our directors and officers. No person received salary or bonus in excess of $100,000 for any of these fiscal years. Long-Term Annual Compensation Compensation ------------------- ------------ Securities Name and Underlying Principal Position Year Salary Bonus Other Options/SARs ------------------ ---- ------ ----- ----- ------------ Ian Herman, Chairman of the Board of 2002 $75,240 - - 40,000 Directors and Chief Executive Officer 2001 - - - - 2000 - - - - John B. Sawyer, Director, President and 2002 $88,310 - - - Chief Operating Officer 2001 - - - - 2000 - - - - CHANGE IN CONTROL On April 15, 2002, Hamilton Aerospace Technologies, Inc. ("HAT") entered into a Funding and Operation Agreement ("Funding Agreement") with Old Mission Assessment Corporation ("OMAC"). Pursuant to the Funding Agreement, OMAC was to loan a minimum of $1,500,000 to HAT. In consideration for the loan, OMAC was issued 648 shares of HAT. Additionally, Seajay Holdings, LLC ("Seajay") and Joane Corporation ("Joane") were each issued 120 shares of HAT. Renegade later acquired HAT, and each share of HAT was exchanged for 12,500 shares of our common stock, resulting in OMAC holding 8,100,000, Seajay holding 1,500,000 and Joane holding 1,500,000 shares of our common stock. OMAC provided $400,535.14 under the Funding Agreement, but failed to provide additional funds as required. We brought suit against OMAC to cancel the 4 shares issued to OMAC in the exchange. On June 18, 2003, we obtained a judgment in the Supreme Court of Maricopa County, Arizona, Case No. CV2003-008140 ("Judgment") directing OMAC to return the certificate representing the 8,100,000 shares to us for cancellation. In accordance with the Judgment, we are obligated to repay $400,535.14 into an escrow account upon completion of a third party financing contemplated by Renegade, which is to be completed within 90 days of the return and cancellation of OMAC's 8,100,000 shares. We have in our possession the certificate representing 1,500,000 shares issued to Joane and we intend to cancel such shares. We also intend to cause the certificate representing the 1,500,000 shares issued to Seajay to be returned to us for cancellation and to obtain judicial approval for cancellation of all 3,000,000 shares held by Joane and Seajay if required. As a result of the above events, the number of our issued and outstanding common shares decreased from 18,790,000 to 7,690,000, prior to the stock grants to Messrs. Herman and Sawyer. As a result, the proportionate ownership of our other stockholders increased, as described more fully in the following section. Concurrent with this Information Statement, we are preparing to file a current report on Form 8-K describing these events in greater detail. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF As of July 28, 2003, there were 7,690,000 shares of our common stock issued and outstanding (excluding the 5,000,000 Incentive Shares issued to Messrs. Herman and Sawyer effective as of July 21, 2003). Each share of common stock entitles its holder to one vote. The following table set forth the beneficial ownership of our common stock as of July 28, 2003 (again, excluding the Incentive Shares), by: (i) each stockholder who is known to us to own beneficially more than 5% of the outstanding shares of our common stock; (ii) each of our officers and directors; and (iii) all of our officers and directors as a group. Percentage of Common Shares Common Shares Stockholder Name and Address Beneficially Owned Outstanding ---------------------------- ------------------ ----------- LogiCapital Corporation 3,000,000 39.00% 109 Lispenord New Rochelle, New York 10810 United Payphone Owners, LLC 1,000,000 13.00% 8936 East Sunlakes Boulevard South Sun Lakes, Arizona 85218 Ian Herman(1) 200,000 2.60% 6901 South Park Avenue Tucson, Arizona 85706 Percentage of Common Shares Common Shares Stockholder Name and Address Beneficially Owned Outstanding ---------------------------- ------------------ ----------- John B. Sawyer(2) 400,000 5.20% 6901 South Park Avenue Tucson, Arizona 85706 All officers and directors as a group 600,000 7.80% (2 people) (1) Mr. Herman is the Chief Executive Officer of the Company, as well as Chairman of the Board of Directors. Upon effectiveness of the stock grants, Mr. Herman will hold 2,700,000 shares or 21.28% of the total shares outstanding. (2) Mr. Sawyer is the President and Chief Operating Officer of the Company, as well as a member of the Board of Directors. Upon effectiveness of the stock grants, Mr. Sawyer will hold 2,900,000 shares or 22.85% of the total shares outstanding. VOTE REQUIRED; MANNER OF APPROVAL Pursuant to Section 78.140 of the Nevada Revised Statutes ("NRS"), a contract between a corporation and one or more of its directors is not void or voidable if the interested director's relationship is known to the stockholders and they approve or ratify the contract in good faith by a vote of stockholders holding a majority of the outstanding shares of voting stock of the Company. Under Nevada law, the votes of the interested directors must be counted in any such vote of stockholders and, accordingly, Mr. Herman's 200,000 shares and Mr. Sawyer's 400,000 shares were included in determining whether a majority of stockholders had ratified the Employment Agreements and stock grants. Pursuant to Section 78.320 of the NRS, unless the Company's articles of incorporation provide otherwise, stockholders may take action without a meeting of stockholders and without prior notice if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding voting stock holding not less than the minimum number of votes that would be necessary to approve such action at a meeting of stockholders. Our articles of incorporation do not prohibit or limit the stockholders' ability to act by written consent in lieu of a meeting. Under the applicable provisions of the NRS, when written consents from holders of a majority of the outstanding shares of voting stock are executed and delivered to the Company, the action is effective as of the date specified in such written consents. Holders of _________ shares of our outstanding stock have executed and delivered their consent to ratify and approve the Employment Agreements and stock grants described above. The shareholders consent was effective as of July 28, 2003. THE STOCKHOLDERS THAT HAVE CONSENTED TO THE RATIFICATION AND APPROVAL OF THE EMPLOYMENT AGREEMENTS AND RELATED STOCK GRANTS OWN IN EXCESS OF THE REQUIRED NUMBER OF OUR OUTSTANDING VOTING SECURITIES TO APPROVE THESE MATTERS UNDER NEVADA LAW, AND HAVE DONE SO. NO FURTHER CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE REQUESTED. ADDITIONAL INFORMATION Under Nevada law, stockholders are not entitled to dissenters' rights of appraisal with respect to the ratification and approval of the Employment Agreements and related stock grants. We have received no indication from any of our directors of any intent to oppose any action described in this Information Statement. 6 We have received no proposals for action from any of our stockholders other than the proposal which is the subject of this Information Statement. By order of the Board of Directors, Ian Herman, Chairman and Chief Executive Officer 7