Exhibit 20.1
RAPIDTRON, INC.
3151 Airway Ave.
Bldg. Q
Costa Mesa, CA 92626
DISSENTER'S NOTICE
To: Rapidtron, Inc. Stockholders
NOTICE IS HEREBY GIVEN pursuant to NRS 92A.430 of the Nevada General
Corporation Law ("Nevada Law") that at the close of business on May 8, 2003,
Rapidtron, Inc., a Nevada corporation ("RPDT"), RTI Acquisition Subsidiary,
Inc., a Nevada corporation and wholly-owned subsidiary of RPDT ("RTI SUB"), and
Rapidtron Inc., a Delaware corporation ("Rapidtron"), completed a transaction
whereby RTI SUB merged into Rapidtron (the "Merger"), and that pursuant to the
Merger RPDT issued 9,599,997 shares of its common stock to the stockholders of
Rapidtron in exchange for 100% of the issued and outstanding shares of
Rapidtron's common stock. In addition, concurrent with closing the Merger (i)
certain stockholders of RPDT cancelled 13,943,750 shares of common stock, (ii)
two new directors were appointed to RPDT's board of directors, and (iii) Dr.
John Veltheer resigned as a director and the sole officer of RPDT. These events
resulted in a change of control of RPDT.
RPDT first announced to the news media and general public, in a press
release dated January 17, 2003, the terms of the Merger.
The Merger became effective under Nevada Law upon filing of the Certificate
of Merger with the Nevada Secretary of State on May 8, 2003. As a result of the
Merger, Rapidtron is now a wholly-owned subsidiary of RPDT.
You, as a stockholder of RPDT, have the election, exercisable on or prior
to June 13, 2003, to seek appraisal for part of or all your shares by complying
with the requirements of NRS 92A.380 of the Nevada Law including making a demand
for appraisal on RPDT. Such demand must be:
1) made on the attached Form of Demand;
2) accompanied by a stock certificate, if available, representing the
number of shares of common stock that you are seeking appraisal for;
and
3) be delivered to Rapidtron, Inc. c/o Securities Law Institute via
certified mail, at the address stated on the Form of Demand, on or
prior to June 13, 2003.
If such election is not properly made on or prior to June 13, 2003, your
right to seek appraisal will be forfeited and you will retain the shares of RPDT
common stock you currently hold.
IF YOU DO NOT WANT TO DEMAND PAYMENT FOR YOUR SHARES, WHICH MEANS THAT YOU
WOULD LIKE TO MAINTAIN YOUR CURRENT SHARE OWNERSHIP IN RPDT AS IT CURRENTLY
EXISTS, YOU DO NOT HAVE TO TAKE ANY ACTION WITH REGARDS TO THIS NOTICE.
Holders of shares of RPDT's common stock not represented by a stock
certificate shall, upon receipt of the demand for payment by RPDT, be unable to
transfer their shares until such time as the demand for payment is made by RPDT
or withdrawn by the stockholder.
RPDT has filed with the SEC a Definitive Information Statement in
connection with the Merger and mailed the Definitive Information Statement to
its stockholders. RPDT urges you to read the Information Statement and any other
relevant documents relating to the Merger. The Definitive Information Statement
contains important information about RPDT, Rapidtron, the Merger and related
matters that should be considered by you before making any decision with regards
to the Merger and related transactions. The Definitive Information Statement and
other documents are available free of charge on the SEC's web site at
www.sec.gov.
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If you fail to demand payment in accordance with Section 92A-400 through 92A-480
for perfecting appraisal in the proper form or deposit your certificate(s) as
described in this Dissenter's Notice, you will terminate your right to
receive payment for your shares. A copy of NRS 92A.300 to 92A.500 has been
attached to this notice for your review. HOWEVER, IN VIEW OF THE COMPLEXITY OF
THE PROVISIONS OF SECTION 92A, IF YOU ARE CONSIDERING DEMANDING PAYMENT FOR YOUR
SHARES, YOU SHOULD CONSULT YOUR OWN LEGAL ADVISORS.
YOU ONLY NEED TO RESPOND TO THIS NOTICE IF YOU WISH TO DEMAND PAYMENT FOR
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YOUR SHARES OF RPDT COMMON STOCK.
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/s/
Steve Meineke,
Corporate Secretary
Costa Mesa, California
May 13, 2003