SCHEDULE 14C
(RULE 14C-101)
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
Med-Tech Solutions, 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 the 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:
MED-TECH SOLUTIONS, INC.
1177 West Hastings Street, Suite 2200
Vancouver, British Columbia, Canada V6E 2K3
INFORMATION STATEMENT
PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
THE ACTIONS DESCRIBED BELOW HAVE ALREADY BEEN APPROVED BY WRITTEN CONSENT OF
HOLDERS OF A MAJORITY OF OUTSTANDING SHARES OF COMMON STOCK. A VOTE OF THE
REMAINING STOCKHOLDERS IS NOT NECESSARY.
Vancouver, British Columbia
*, 2006
This information statement has been mailed on or about *, 2006 to the
stockholders of record on *, 2006 (the "Record Date") of Med-Tech Solutions,
Inc., a Nevada corporation (the "Company" or "Med-Tech"), in connection with
certain actions to be taken by the written consent by the stockholders holding a
majority of the capital stock of the Company, dated as of June 23, 2006. The
actions to be taken pursuant to the written consent shall be taken on or about
*, 2006, 20 days after the mailing of this information statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
By Order of the Board of Directors,
/s/ Marc A. McLeary
-----------------------------------
Marc A. McLeary
Chief Executive Officer
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NOTICE OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS
HOLDING A MAJORITY OF THE OUTSTANDING CAPITAL STOCK IN LIEU OF A SPECIAL MEETING
OF THE STOCKHOLDERS, DATED JUNE 23, 2006
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the following action will be taken pursuant to
a written consent of stockholders holding a majority of the outstanding capital
stock of the Company dated June 23, 2006, in lieu of a special meeting of the
stockholders. Such action will be taken on or about *, 2006:
1. To amend the Company's Articles of Incorporation to increase the authorized
number of common stock from 100,000,000 shares to 500,000,000 shares (the text
of the Articles of Incorporation, of Med-Tech Solutions, Inc. is attached hereto
as Exhibit A).
2. To authorize the Company to conduct a 10-for-1 forward stock split of all of
its issued and outstanding common stock.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization consisted of
100,000,000 shares of common stock, $0.001 par value per share (the "Common
Stock"), of which * shares were issued and outstanding as of the Record Date and
100,000,000 shares of preferred stock of which no shares were issued and
outstanding as of the Record Date. Holders of Common Stock of the Company have
no preemptive rights to acquire or subscribe to any of the additional shares of
Common Stock.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended,
the proposal will not be adopted until a date at least 20 days after the date on
which this Information Statement has been mailed to the stockholders. The
Company anticipates that the actions contemplated herein will be effected on or
about the close of business on *, 2006.
This Information Statement will serve as written notice to stockholders pursuant
to Section 78.370 of the Revised Statutes of the State of Nevada.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of the following:
COMMON STOCK
As of the Record Date, there were 100,000,000 shares of Common Stock authorized
with a par value of $0.001 per share, of which approximately * shares were
issued and outstanding. Each holder of Med-Tech's Common Stock is entitled to
one vote for each share held of record on all matters submitted to the vote of
stockholders, including the election of directors. All voting is non-cumulative,
which means that the holder of fifty percent (50%) of the shares voting for the
election of the directors can elect all the directors. The holders of Common
Stock are entitled to receive pro rata dividends, when and as declared by the
Board of Directors in its discretion, out of funds legally available therefore,
but only if all dividends on the Preferred Stock have been paid in accordance
with the terms of such Preferred Stock and there exists no deficiency in any
sinking fund for the Preferred Stock.
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Dividends on the Common Stock are declared by the Board of Directors. The
payment of dividends on the Common Stock in the future, if any, will be
subordinate to the Preferred Stock and will be determined by the Board of
Directors. In addition, the payment of such dividends will depend on the
Company's financial condition, results of operations, capital requirements and
such other factors as the Board of Directors deems relevant.
PREFERRED STOCK
As of the Record Date, the Company has 100,000,000 shares of Preferred Stock
with a par value of $0.001 per share, of which approximately * shares were
issued and outstanding. The Board of Directors has sole discretion in
designating thfe preferences, limitations and relative rights of the Preferred
Stock. The Company presently has no Preferred Stock designated or outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following tables sets forth, as of June 23, 2006, the number of and percent
of the Company's common stock beneficially owned by o all directors and
nominees, naming them, our executive officers, our directors and executive
officers as a group, without naming them, and persons or groups known by us to
own beneficially 5% or more of our common stock:
The Company believes that all persons named in the table have sole voting and
investment power with respect to all shares of common stock beneficially owned
by them.
- ---------------------------------------------------------------------------------------------
Name and Address Shares of Common Stock (1) Percent of Class (1)
- ---------------------------------------------------------------------------------------------
Marc A. McLeary (2) 5,000,000 49.5%
c/o Med-Tech Solutions, Inc.
1177 West Hastings Street
Suite 2200
Vancouver, BC V6E 2K3
- ---------------------------------------------------------------------------------------------
All officers and directors as a group
(1 person) 5,000,000 49.5%
- ---------------------------------------------------------------------------------------------
(1) In accordance with Rule 13d-3(d)(1)(i) of the Securities Exchange Act of
1934, as amended, or the Exchange Act, shares beneficially owned at any date
include shares issuable upon the exercise of stock options, warrants, rights or
conversion privileges within 60 days of that date. For the purpose of computing
the percentage of outstanding shares beneficially owned by a particular person,
any securities not outstanding that are subject to stock options, warrants,
rights or conversion privileges exercisable by that person within 60 days of
June 23, 2006 have been deemed to be outstanding, but have not been deemed
outstanding for the purpose of computing the percentage of the class
beneficially owned by any other person. Based upon 10,100,000 shares issued and
outstanding as of June 23, 2006.
(2) Marc A. McLeary is the Company's Chief Executive Officer, Chief Financial
Officer, President, Secretary, Treasurer and sole Director.
AMENDMENT TO THE ARTICLES OF INCORPORATION
On June 23, 2006, a majority of the stockholders of the Company approved an
amendment to the Company's Articles of Incorporation, to increase the number of
authorized shares of common stock from 100,000,000 to 500,000,000. As of June
23, 2006, the Company had approximately 10,100,000 shares of Common Stock and no
shares of Preferred Stock issued and outstanding. The Board believes that the
increase in authorized common shares would provide the Company greater
flexibility with respect to the Company's capital structure for such purposes as
additional equity financing, and stock based acquisitions.
Increase In Authorized Common Stock
The terms of the additional shares of Common Stock will be identical to those of
the currently outstanding shares of Common Stock. However, because holders of
Common Stock have no preemptive rights to purchase or subscribe for any unissued
stock of the Company, the issuance of additional shares of Common Stock will
reduce the current stockholders' percentage ownership interest in the total
outstanding shares of Common Stock. This amendment and the creation of
additional shares of authorized common stock will not alter the current number
of issued shares. The relative rights and limitations of the shares of Common
Stock will remain unchanged under this amendment.
As of the Record Date, a total of * shares of Common Stock are issued and
outstanding. The increase in the number of authorized but unissued shares would
enable the Company, without further stockholder approval, to issue shares from
time to time as may be required for proper business purposes, such as raising
additional capital for ongoing operations, business and asset acquisitions,
stock splits and dividends, present and future employee benefit programs and
other corporate purposes.
The proposed increase in the authorized number of shares of Common Stock could
have a number of effects on the Company's stockholders depending upon the exact
nature and circumstances of any actual issuances of authorized but unissued
shares. The increase could have an anti-takeover effect, in that additional
shares could be issued (within the limits imposed by applicable law) in one or
more transactions that could make a change in control or takeover of the Company
more difficult. For example, additional shares could be issued by the Company so
as to dilute the stock ownership or voting rights of persons seeking to obtain
control of the Company, even if the persons seeking to obtain control of the
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Company offer an above-market premium that is favored by a majority of the
independent shareholders. Similarly, the issuance of additional shares to
certain persons allied with the Company's management could have the effect of
making it more difficult to remove the Company's current management by diluting
the stock ownership or voting rights of persons seeking to cause such removal.
The Company does not have any other provisions in its certificate or
incorporation, by-laws, employment agreements, credit agreements or any other
documents that have material anti-takeover consequences. Additionally, the
Company has no plans or proposals to adopt other provisions or enter into other
arrangements, except as disclosed below, that may have material anti-takeover
consequences. The Board of Directors is not aware of any attempt, or
contemplated attempt, to acquire control of the Company, and this proposal is
not being presented with the intent that it be utilized as a type of
anti-takeover device.
Except for the following, there are currently no plans, arrangements,
commitments or understandings for the issuance of the additional shares of
Common Stock which are proposed to be authorized:
On June 23, 2006, the stockholders of the Company holding the majority of the
issued and outstanding Common Stock of the Company approved for the Company to
effect a 10-for-1 forward stock split (the "Forward Split"), such that for every
one share of common stock that was issued and outstanding as of the Record Date,
there shall be issued an additional10 shares of Common Stock, such that the
amount of shares of Common Stock issued and outstanding would be 101,000,000
shares immediately following the Forward Split. For more information see section
"Forward Split."
FORWARD SPLIT
On June 23, 2006, the stockholders of the Company holding the majority of the
issued and outstanding Common Stock of the Company approved for the Company to
effect a 10-for-1 forward stock split (the "Forward Split"), such that for every
share of common stock that was issued and outstanding as of the Record Date,
there shall be issued an additional 10 shares of Common Stock, such that the
amount of shares of Common Stock issued and outstanding would be 101,000,000
shares immediately following the Forward Split. The Board of Directors also
approved for the Company to effect the Forward Split on June 23, 2006. The Board
believes that the Forward Split is in the best interest of the Company.
The Board of Directors believe that the lower share price that might initially
result from the forward stock split could help generate interest in the Company
among investors and thereby assist us in raising future capital to fund our
operations or make acquisitions. Shareholders should note that the effect of the
forward split upon the market price for our common stock cannot be accurately
predicted. In particular, if we elect to implement a forward stock split, there
is no assurance that prices for shares of our common stock after a forward split
will be up to ten times lower than the price for shares of our common stock
immediately prior to the forward split, depending on the ratio of the split.
Furthermore, there can be no assurance that the market price of our common stock
immediately after a forward split will be maintained for any period of time.
Moreover, because some investors may view the forward split negatively, there
can be no assurance that the forward split will not adversely impact the market
price of our common stock or, alternatively, that the market price following the
forward split will either exceed or remain in excess of the current market
price.
The number of shares of our common stock issued and outstanding would be
increased following the effective time of the Forward Split in accordance with
the following formula: if our directors decide to implement a ten for one
forward split, every one share of our common stock owned by a shareholder will
automatically be changed into and become 10 new shares of our common stock, with
10:1 being equal to the exchange ratio of the forward split, as determined by
the directors in their discretion. Shareholders should recognize that if a
forward split is effected, they will own a greater number of shares than they
presently own (a number equal to the number of shares owned immediately prior to
the effective time multiplied by the exchange ratio, as may be determined by our
directors). The par value of our common stock under our articles of
incorporation would remain the same following the effective time of the Forward
Split. The authorized number of shares of our common stock under our articles of
incorporation would change immediately prior to the effective time of the
Forward Split as set forth above in section "Amendment To The Articles Of
Incorporation", in order to carry out the Forward Split, such that immediately
following the Forward Split there would be 101,000,000 shares of Common Stock
issued and outstanding. The number of shareholders of record would not be
affected by the forward split.
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Potential Effects of the Forward Stock Split
The Forward Split would not affect the registration of our common stock under
the Securities Exchange Act of 1934, as amended, nor will it change our periodic
reporting and other obligations thereunder.
The voting and other rights of the holders of our Common Stock would not be
affected by the Forward Split (other than as a result of the payment of cash in
lieu of fractional shares as described below). For example, a holder of 0.5
percent of the voting power of the outstanding shares of our Common Stock
immediately prior to the Forward Split would continue to hold 0.5 percent of the
voting power of the outstanding shares of our Common Stock after the Forward
Split. The number of stockholders of record would not be affected by the Forward
Split.
The number of shares of our Common Stock issued and outstanding would be
increased following the effective time of the Forward Split in accordance with
the ratio of ten post-split shares for each one pre-split share held by the
shareholders. Thus, if you hold 10,000 shares of our Common Stock, you will
automatically receive 100,000 shares of our Common Stock in addition to the
10,000 shares held prior to the Forward Split.
The par value of our Common Stock under our articles of incorporation would
remain the same following the effective time of the Forward Split. The
authorized number of shares of our Common Stock under our articles of
incorporation would change immediately prior to the effective time of the
Forward Split as set forth above in section "Amendment To The Articles Of
Incorporation", in order to carry out the Forward Split. Pending effectiveness
of the filing of the Certificate of Amendment to our Articles of Incorporation
with the Secretary of State of Nevada, to increase the authorized Common Stock
of the Company, we would be authorized to issue up to 500,000,000 shares of
Common Stock, of which 10,100,000 shares are currently issued and outstanding.
After the Forward Split, we will have 101,000,000 shares of Common Stock issued
and outstanding, thereby reducing the total number of authorized shares we will
have available for future issuances. The issuance in the future of such
additional authorized shares may have the effect of diluting the earnings per
share and book value per share, as well as the stock ownership and voting
rights, of the currently outstanding shares of our Common Stock. Although we do
not intend to issue any further shares of our Common Stock at this time, should
be decide to do so, we may be required to authorize additional shares of stock
for issuance.
Federal Income Tax Consequences
We will not recognize any gain or loss as a result of the Forward Split. The
following description of the material federal income tax consequences of the
Forward Split to our shareholders is based on the Internal Revenue Code,
applicable Treasury Regulations promulgated thereunder, judicial authority and
current administrative rulings and practices in effect on the date of this
Information Statement. Changes to the laws could alter the tax consequences
described below, possibly with retroactive effect. We have 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 Forward Split. This
discussion is for general information only and does not discuss the tax
consequences that may apply to special classes of taxpayers (e.g., non-residents
of the United States, broker/dealers or insurance companies). The state and
local tax consequences of the Forward Split may vary significantly as to each
shareholder, depending upon the jurisdiction in which such shareholder resides.
You are urged to consult your own tax advisors to determine the particular
consequences to you.
We believe that the likely federal income tax effects of the Forward Split will
be that a shareholder who receives solely an increased number of shares of our
common stock will not recognize gain or loss. With respect to a Forward Split,
such shareholder's basis in the reduced number of shares of our common stock
will equal the shareholder's basis in his old shares of our common stock.
Effective Date
The Forward Split has been approved by the shareholders and if the directors
elect to proceed with a Forward Split, the split would become effective as of
9:30 a.m. EST on the effective date chosen by our directors which in any event
shall not be later than 12 months from the date of the Written Consent. On such
date, all shares of our common stock that were issued and outstanding
immediately prior thereto will be, automatically and without any action on the
part of the shareholders, converted into new shares of our common stock in
accordance with the ten for one exchange ratio or such other exchange ratio we
determine.
The Board of Directors has recommended, and the persons owning the majority of
the voting power of Med-Tech have approved, the effecting of the Forward Split
on a 10-for-1 (10:1) basis in the issued and outstanding shares of Med-Tech
Common Stock.
The Forward Split to be taken pursuant to the written consent shall be taken on
or about *, 2006, 20 days after the mailing of this information statement,
allowing our board of directors to effect the Forward Split of our then issued
and outstanding common stock on the basis of ten post-split shares for each one
pre-split share.
Stockholders should note that the effect of the Forward Split upon the market
price for our common stock cannot be accurately predicted. In particular, there
is no assurance that prices for shares of our common stock after the split will
not be less than 1/10 the current market price for our shares of common stock
immediately prior to the Forward Split. Furthermore, there can be no assurance
that the market price of our common stock immediately after the split will be
maintained for any period of time. Moreover, because some investors may view the
Forward Split negatively, there can be no assurance that the Forward Split will
not adversely impact the market price of our common stock or, alternatively,
that the market price following the Forward Split will either exceed or remain
in excess of the current market price.
DISSENTERS' RIGHTS OF APPRAISAL
There is no provision in the Nevada General Corporation law, nor in our Articles
of Incorporation or Bylaws, providing our stockholders with dissenters' rights
of appraisal to demand payment in cash for their shares of Common Stock in
connection with the implementation of any of the Proposals described in this
Information Statement.
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WHERE YOU CAN FIND MORE INFORMATION ABOUT US
Med-Tech Solutions, Inc., is subject to the informational requirements of the
Securities Exchange Act of 1934, and in accordance therewith files reports and
other information with the Securities and Exchange Commission. Such reports and
other information and a copy of the registration statement and the exhibits and
schedules that were filed with the registration statement may be inspected
without charge at the public reference facilities maintained by the SEC in 100 F
Street, N.E., Washington, D.C. 20549, and at the SEC's regional offices at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, Woolworth Building,
233 Broadway New York, New York. Statements made in this prospectus regarding
the contents of any contract, agreement or other document that is filed as an
exhibit to the registration statement are not necessarily complete, and we refer
you to the full text of the contract or other document filed as an exhibit to
the registration statement. Copies of all or any part of the registration
statement may be obtained from the SEC upon payment of the prescribed fee.
Information regarding the operation of the public reference rooms may be
obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. The address of the
site is http://www.sec.gov.
By Order of the Board of Directors,
/s/ Marc A. McLeary
-------------------------------------
Marc A. McLeary
Chief Executive Officer, Chief Financial Officer,
President, Secretary, Treasurer and Director
British Columbia, Canada
July 12, 2006
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EXHIBIT A
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
MED-TECH SOLUTIONS, INC.
Under Section 78.207 of the Revised Statutes of the State of Nevada
The undersigned, Chief Executive Officer of the corporation, does hereby certify
as follows:
FIRST: The name of the corporation is: MED-TECH SOLUTIONS, INC.
SECOND: The articles of incorporation of the Corporation are hereby amended by
replacing Section 1, in its entirety, with the following:
(a) Section 1: "The aggregate number of shares which the Corporation shall have
authority to issue is Six Hundred Million (600,000,000) shares of capital stock
consisting of Five Hundred Million (500,000,000) shares of common stock ("Common
Stock") and One Hundred Million (100,000,000) shares of preferred stock
("Preferred Stock").
The authority to issue the Preferred Stock shall be vested in the board of
directors. The board of directors, without shareholder action, may amend the
Corporation's Articles of Incorporation pursuant to Section 78.195 and Section
78.1955 of the Nevada Revised Statutes to:
(i) create one or more series of Preferred Stock, fix the number of shares of
each such series, and designate, in whole or part, the preferences, limitations,
and relative rights of the series, all before the issuance of any shares of that
series;
(ii) alter or revoke the preferences, limitations, and relative rights granted
to or imposed upon any wholly unissued series of Preferred Stock; or
(iii) increase or decrease the number of shares constituting any series, the
number of shares of which was originally fixed by the board of directors, either
before or after the issuance of shares of the series, provided that the number
may not be decreased below the number of shares of the series then outstanding,
or increased above the total number of authorized shares of Preferred Stock
available for designation as part of the series.
The preferences, limitations, and relative rights of the Preferred Stock or any
series of the Preferred Stock may include, but is not limited to, Preferred
Stock that (a) has special, conditional or limited voting rights, or no right to
vote; (b) is redeemable or convertible; (c) entitles the holders to
distributions calculated in any manner, including dividends that may be
cumulative, non-cumulative, or partially cumulative; (d) and Preferred Stock
that has preference over the Common Stock with respect to distributions,
including dividends and distributions upon the dissolution of the corporation.
The above-described authority of the board of directors to fix and determine may
be exercised by corporate resolution from time to time as the board of directors
sees fit."
(b) "Upon effectiveness of the ten-for-one (10-1) forward stock split of the
Corporation's Common Stock, all issued and outstanding shares, as of the
effective date, shall be forward split pursuant to which ten (10) shares of
Common Stock of the Company will be distributed with respect to each outstanding
share of Common Stock of the Company held by a stockholder of the Company on
June 30, 2006, such that the issued and outstanding shares of Common Stock shall
be increased from 10,100,000 prior to the forward stock split to 101,000,000
following the forward stock split."
THIRD: The amendment of the articles of incorporation herein certified has
been duly adopted at a meeting of the Corporation's Board of Directors and
stockholders holding a majority of the outstanding shares of common stock of the
Corporation in accordance with the provisions of Section 78.207 of the Revised
Statutes of the State of Nevada.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate of Amendment of the Corporation's Articles
of Incorporation, to be signed by Marc McLeary, its CEO, this ___ day of
________, 2006.
MED-TECH SOLUTIONS, INC.
/s/ Marc A. McLeary
------------------------
Marc A. McLeary
Chief Executive Officer
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