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
PAWNBROKERS EXCHANGE, INC.
(Name of Registrant as Specified in its Charter)
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
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[ ] Fee paid previously with preliminary materials.
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PAWNBROKERS EXCHANGE, INC.
158 South State Street
Salt Lake City, Utah 84111
(801) 238-0111
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
INTRODUCTION
This Information Statement is being furnished to stockholders in
connection with resolutions providing for an amendment to our Articles of
Incorporation to increase the authorized capital from 50,000,000 shares
of common stock to 300,000,000 shares of common stock.
These resolutions were unanimously adopted by the Board of Directors
and all of our directors and executive officers who own a majority of the
outstanding voting securities of the Company ("the Majority Stockholders") in
accordance with Sections 16-10a-821 and 10-10a-704, respectively, of the Utah
Revised Business Corporation Act (the "Utah Act"). No other votes are
required or necessary to effect this amendment.
APPROXIMATE MAILING DATE MAY 14, 2001
The resolutions adopted by the Majority Stockholders provide for the
increase in the authorized common stock. The increase in the authorized
common stock will become effective on the opening of business on the twenty
first day following the mailing of this Information Statement to the Company's
stockholders; and any executive officer, as required by the Utah Law, is
entitled to execute and file the Articles of Amendment with the Secretary of
the State of the State of Utah and such other agencies as may be deemed
required or necessary.
This amendment is the only matter covered by this Information
Statement.
Section 16-10a-1003 of the Utah Law provides that every amendment
to the Articles of Incorporation of a corporation must first be adopted by the
Board of Directors and submitted to a vote of the shareholders owning a
majority of the securities entitled to vote on any such amendment. Section
16-10a-704, provides that the Board of Directors, by unanimous written
consent, and persons owning the required majority of voting securities
necessary to adopt any action that would otherwise be required to be submitted
to a meeting of stockholders, may adopt such action without a meeting by
written consent. See the caption "Amendment to the Articles of Incorporation
and Vote Required for Approval."
The directors, executive officers and Majority Stockholders who
adopted the resolutions to amend the Articles of Incorporation to change the
authorized shares of common stock of the Company outlined above collectively
own approximately 93% of the outstanding voting securities of the
Company. See the caption "Voting Securities and Principal Holders Thereof."
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a
director, associate of any director, executive officer or nominee or any other
person has any substantial interest, direct or indirect, by security holdings
or otherwise, in the proposed amendment which is not shared by all other
stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
- ------------------
The securities that would have been entitled to vote if a meeting
was required to be held consist of shares of no par value common stock
of the Company. Each share of common stock is entitled to one vote. The
number of outstanding shares of common stock at the close of business on the
date hereof, the record date for determining stockholders who would have been
entitled to notice of and to vote on the amendment to the Company's Articles
of Incorporation, was 2,149,000.
Security Ownership of Principal Holders and Management.
- -------------------------------------------------------
To the knowledge of management and based upon a review of the
stock ledger maintained by its transfer and registrar agent, the following
table sets forth the beneficial ownership of persons who own more than five
percent of the Company's common stock as of the date hereof, and the
share holdings of management, to-wit:
Positions Number and Percentage
Name and Address Held of Shares Beneficially Owned
- ---------------- ---- ----------------------------
Michael Vardakis President, 1,600,000 74.45%
47 East 400 South Director
Salt Lake City, Utah 84111
Vincent C. Lombardi Director 300,000 13.96%
755 East Greg Street,
Suite #25
Sparks, Nevada 89431
Terry S. Pantelakis Vice President, 50,000 2.33%
350 South State Street Director
Salt Lake City, Utah 84111
Angelo Vardakis Secretary/Treasurer 50,000 2.33%
350 South State Street Director
Salt Lake City, Utah 84111
All executive officers and
directors as a group 2,000,000 93.07%
(four persons)
AMENDMENT TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
Section 16-10a-1003 of the Utah Law provides that every amendment
to the Articles of Incorporation of a corporation must first be adopted by the
Board of Directors and submitted to a vote of the shareholders owning a
majority of the securities entitled to vote on any such amendment. Section
16-10a-704 provides that the Board of Directors, by unanimous written consent,
and persons owning the required majority of voting securities necessary to
adopt any action that would otherwise be required to be submitted to a meeting
of stockholders, may adopt such action without a meeting by written consent.
The resolution to change the authorized shares of the common stock
of the Company outlined above was unanimously adopted by the Board of
Directors and the Majority Stockholders of the Company by written consent in
accordance with Sections 16-10a-704 and 16-10a-821, respectively, of the Utah
Law. The Majority Stockholders collectively owned in excess of the required
majority of the outstanding voting securities of the Company necessary for the
adoption of the amendment. See the caption "Voting Securities and Principal
Holders Thereof."
The effective date of the change to the authorized shares of the
Company's common stock will be June 4, 2001.
This amendment will have no effect on the present issued and
outstanding shares of common stock of the Company owned by any stockholder; it
will merely increase the number of shares that the Company has authorized to
issue in the future.
THE MAJORITY STOCKHOLDERS OF THE COMPANY WHO HAVE CONSENTED TO THE INCREASE IN
THE COMPANY'S AUTHORIZED SHARES OF COMMON STOCK OWN SUFFICIENT VOTING
SECURITIES OF THE COMPANY TO ADOPT THIS AMENDMENT TO THE ARTICLES OF
INCORPORATION OF THE COMPANY AND HAVE DONE SO, TO BE EFFECTIVE ON JUNE 4,
2001; NO FURTHER CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE
REQUESTED.
BY ORDER OF THE BOARD OF DIRECTORS
May 14, 2001 Michael Vardakis
President and Director