SCHEDULE 14 INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
[X] Definitive Information Statement
CHIROPRACTIC 21 INTERNATIONAL, 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
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[ ] Fee paid previously with preliminary materials.
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paid previously. Identify the previous filing by registration number,
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Contact Persons: Leonard W. Burningham, Esq.
Branden T. Burningham, Esq.
Bradley C. Burningham, Esq.
Suite 205, 455 East 500 South Street
Salt Lake City, Utah 84111
Tel: 801-363-7411; Fax: 801-355-7126
CHIROPRACTIC 21 INTERNATIONAL, INC.
4685 South Highland Drive, Suite 202
Salt Lake City, Utah 84117
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 our stockholders
(Chiropractic 21 International, Inc., a Nevada corporation [the "Company,"
"Chiropractic 21," "we", "our" or "us" or words or similar import]), regarding
amendments to our Articles of Incorporation that will allow our Board of
Directors to change our name and effect a re-capitalization by forward or
reverse split without shareholder approval.
These amendments have been unanimously adopted by our Board of
Directors, and certain stockholders of our Company that are named under the
heading "Security Ownership of Principal Holders and Management" of the
caption "Voting Securities and Principal Holders Thereof," below, along with
James P. Doolin, the owner of 30,000 shares, and Jenson Services, Inc., the
owner of 13,789 shares (the "Majority Stockholders"), who have tentatively
agreed to vote in favor of these amendments at the special meeting of our
stockholders set for November 25, 2003, as outlined in the Notice of Special
Meeting of Stockholder attached hereto as Appendix A. The Majority
Stockholders own 823,789 shares or approximately 51.0% of our outstanding
voting securities. No other votes are required or necessary to adopt these
amendments, and none are being solicited hereunder. See the caption
"Amendment to the Articles of Incorporation and Vote Required for Approval,"
herein.
These amendments to our Articles of Incorporation are as follows:
APPROXIMATE DATE OF MAILING: November 15, 2003.
ARTICLE XVI
RE-CAPITALIZATIONS AFFECTING OUTSTANDING SECURITIES
The Board of Directors, without the consent of shareholders, may
adopt any re-capitalization affecting the outstanding securities of the
Corporation by effecting a forward or reverse split of all of the outstanding
securities of the Corporation, with appropriate adjustments to the
Corporation's capital accounts, provided that the re-capitalization does not
require any change in the Articles of Incorporation of the Corporation.
ARTICLE XVII
AUTHORITY OF THE BOARD OF DIRECTORS TO CHANGE CORPORATE NAME
The Board of Directors shall have the right to change the name of
the Corporation without shareholder approval to a name that reflects the
industry or business in which the Corporation's business operations are
conducted or to a name that will promote or conform to any principal product,
technology or other asset of the Corporation that the Board of Directors, in
its sole discretion, deems appropriate.
These are the only matters covered by this Information Statement.
REASONS FOR AMENDMENTS
With the exception of the following, our Articles of Incorporation
remain substantially unchanged:
Board of Director Authority to Effect Re-Capitalizations in the Form of
Forward and Reverse Splits of our Outstanding Securities.
- ---------------------------------------------------------
Our Board of Directors believes that with the present volatility in
the trading prices of many low priced securities like ours in today's
securities markets, that the power to effect re-capitalizations that can deal
with these issues in a fast and efficient manner is necessary. Also, if
shareholder approval is not required of such actions, the time, cost and
expense associated with a re-capitalization can be substantially eliminated.
We also have lost acquisition opportunities that may have been available to us
because of these time limitations too.
Authority of the Board of Directors to Change our Company's Name.
- -----------------------------------------------------------------
We do not have any present name change in mind, but with the present
limited business operations of our Company, it is possible that we may change
our focus or direction; it is believed that such a provision in our Articles
of Incorporation will save additional time and expense in the future, in such
event.
DISSENTERS' RIGHTS
There are no dissenters' rights applicable to the amendments to our
Articles of Incorporation.
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 amendments to our Articles of Incorporation 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 have been held regarding this amendment to our Articles of
Incorporation consist of shares of our common stock. Each share of our common
stock is entitled to one vote. The number of outstanding shares of our common
stock at the close of business on November 15, 2003, the record date for
determining our stockholders who would have been entitled to notice of and to
vote on the amendments to our Articles of Incorporation, was 1,608,422.
Security Ownership of Principal Holders and Management.
- -------------------------------------------------------
The following table sets forth certain information as of November
15, 2003, regarding current beneficial ownership of the shares of our common
stock by (i) each person known by us to own more than 5% of the outstanding
shares of our common stock, (ii) each of our executive officers and directors,
and (iii) all of our executive officers and directors as a group. Except as
noted, each person has sole voting and sole investment or dispositive power
with respect to the shares owned. The information presented is based upon
1,608,422 outstanding shares of common stock.
Name Positions Held Shares Owned %
- ---- -------------- ------------ ---
Kirsten Lovato* President, 260,000 16.0%
Director
Nick Lovato* Vice President, 260,000 16.0%
Director
Vickie Rosenkrantz* Secretary, 260,000 16.0%
Director
Totals: 780,000 48.0%
All executive officers and directors 780,000 48.0%
of the Company as a group (3 persons)
* Each of these stockholders, along with James P. Doolin, the
owner of 30,000 shares, and Jenson Services, Inc., the owner
of 13,789 shares (the "Majority Stockholders"), has
tentatively agreed to vote in favor of these amendments at
the special meeting of our stockholders set for November 25,
2003, as outlined in the Notice of Special Meeting of
Stockholder attached hereto as Appendix A.
AMENDMENTS TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
Nevada Law.
- -----------
Section 78.385 of the Nevada revised Statutes provides that every
amendment to the Articles of Incorporation of a corporation shall first be
adopted by the resolution of the Board of Directors and then be subject to the
approval of persons owning a majority of the securities entitled to vote on
any such amendment.
Resolutions to effect these amendments were unanimously adopted by
our Board of Directors, and the Majority Stockholders have indicated there
intention to vote in favor of these amendments at the scheduled November 25,
2003, special meeting of our stockholders. The Majority Stockholders own
approximately 51.0% of our outstanding voting securities. No other votes
or consents are required or necessary to effect the amendments, assuming all
of the Majority Stockholders vote in favor of these amendments.
NOTICE
THE MAJORITY STOCKHOLDERS OF OUR COMPANY THAT HAVE INDICATED THAT THEY INTEND
TO VOTE IN FAVOR OF THESE AMENDMENTS AT OUR SPECIAL MEETING OWN IN EXCESS OF
THE REQUIRED NUMBER OF OUR OUTSTANDING VOTING SECURITIES TO ADOPT THESE
AMENDMENTS UNDER UTAH LAW. NO FURTHER CONSENTS, VOTES OR PROXIES ARE NEEDED,
AND NONE ARE REQUESTED.
BY ORDER OF THE BOARD OF DIRECTORS
November 15, 2003 Kirsten Lovato
APPENDIX A
CHIROPRACTIC 21 INTERNATIONAL, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD November 25, 2003
TO ALL STOCKHOLDERS:
NOTICE is hereby given that a special meeting of the stockholders of
Chiropractic 21 International, Inc., a Nevada corporation (the "Company"),
will be held at 4685 South Highland Drive, Suite 202, Salt Lake City, Utah, on
November 25, 2003, at 11:00 a .m. Central Daylight Time, (hereinafter, the
"Meeting").
The Meeting will be held for the following purposes:
1. To amend the Articles of Incorporation of our Company as
follows:
(i) The Board of Directors, without the consent of shareholders,
may adopt any re-capitalization affecting the outstanding securities of the
Corporation by effecting a forward or reverse split of all of the outstanding
securities of the Corporation, with appropriate adjustments to the
Corporation's capital accounts, provided that the re-capitalization does not
require any change in the Articles of Incorporation of the Corporation.
(ii) The Board of Directors shall have the right to change the
name of the Corporation without shareholder approval to a name that reflects
the industry or business in which the Corporation's business operations are
conducted or to a name that will promote or conform to any principal product,
technology or other asset of the Corporation that the Board of Directors, in
its sole discretion, deems appropriate.
2. To transact any other business that may properly come before
the Meeting.
As of the date of this Notice, the Board of Directors of the Company
is not aware of any other business to come before the Meeting.
Only stockholders of record at the close of business on November 15,
2003, are entitled to notice of and to vote at the Meeting or any adjournment
thereof.
No Proxies are being solicited.
Resolutions to effect these amendments were unanimously adopted by
our Board of Directors, and the Majority Stockholders named in the Information
Statement accompanying this Notice of Special Meeting of Stockholders have
indicated there intention to vote in favor of these amendments at the
scheduled November 25, 2003, special meeting of our stockholders. The Majority
Stockholders own approximately 51.0% of our outstanding voting securities. No
other votes or consents are required or necessary to effect the amendments,
assuming all of the Majority Stockholders vote in favor of these amendments.
By Order of the Board of Directors
Kirsten Lovato
President
November 15, 2003
Salt Lake City, Utah