UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
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
FLEETCLEAN SYSTEMS, INC., a Texas corporation
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(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:
$.01 par value common stock
(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 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:
INFORMATION STATEMENT
To all stockholders of Fleetclean Systems, Inc.:
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
Please be advised that in accordance with Article 9.10 of the Texas Business
Corporation Act and Article VIII of the Amended and Restated Articles of
Incorporation of Fleetclean Systems, Inc., a Texas corporation (the
"Corporation"), the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take action at any annual or special
meeting of shareholders of the Corporation are providing you with this written
notice that effective August ___, 2004 (the "Effective Date"), the holder or
holders shall take the following actions, without a meeting, without further
notice, and without a vote.
1. Approve, ratify and confirm the sale of Fleetclean Chemicals, Inc. to Kenneth
A. Phillips under that certain Acquisition Agreement between Kenneth A. Phillips
and the Corporation.
2. Elect H. Dean Cubley to serve as a director of the Corporation until his
successor(s) are elected and qualify.
3. Approve, ratify and confirm the conversion of the Corporation's outstanding
Debentures into common stock, subject to the reverse split and change in
domicile described below.
4. On the Effective Date, the Corporation shall amend its Articles of
Incorporation to cause a reverse split of the Corporation's $.01 par value
common stock whereby every seventy five (75) shares of common stock which are
issued and outstanding are automatically converted into one (1) share of $.01
par value common stock; provided, however, that the Corporation shall issue one
(1) full share of $.01 par value common stock to its stockholders for any
fractional interest remaining after conversion of all outstanding shares
pursuant hereto.
5. Promptly following the Effective Date, the Corporation shall change the
Corporation's domicile to the State of Nevada through a merger with a Nevada
corporation and thereafter the Corporation's name shall be ERF Wireless, Inc.
All stockholders of record on July ___, 2004 are receiving this information
statement, a copy of the Corporation's Annual Report on Form 10-KSB for the year
ended December 31, 2003 and Quarterly Report on Form 10-QSB for the period
ending March 31, 2004.
July ___, 2004
Sincerely
/s/ H. Dean Cubley
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H. Dean Cubley
Secretary
ITEM 1. INFORMATION REQUIRED BY ITEMS OF SCHEDULE 14A.
Pursuant to the instructions to Schedule 14C this item need only be answered
with respect to proposals to be made by the registrant. However, proxies,
consents, or authorizations are not solicited by or on behalf of the management
of the issuer. The registrant is filing this Schedule 14C Information Statement
and mailing information to its stockholders pursuant to Section 14(c) of the
Securities Exchange Act. Under Texas law, the holder or holders of shares having
not less than the minimum number of votes that would be necessary to take action
at any annual or special meeting of shareholders of the Corporation may act
without a meeting, without prior notice, and without a vote.
ITEM 2. STATEMENT THAT PROXIES ARE NOT SOLICITED.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
ITEM 3. INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
H. Dean Cubley was appointed to the Corporation's board of directors on May 11,
2004 and he formally accepted on May 26, 2004. Dr. Cubley, age 62, has served as
chairman of the board of Eagle Broadband, Inc. (AMEX "EAG") since March 1996, as
chief executive officer of Eagle Broadband, Inc. from March 1996 to October
2003, and as president from March 1996 until September 2001. Before that, Dr.
Cubley served as vice-president of Eagle Telecom, Inc., from 1993 to March 1996.
Dr. Cubley is also a member of the Oversight Committee for the University of
Houston Epitaxy Center, which managed the Wake Shield Flight aboard the Shuttle
in September 1995. Dr. Cubley has over 35 years of extensive experience in the
field of telecommunications. From 1965 to 1984, Dr. Cubley worked for the NASA
Manned Spacecraft Center in the Electromagnetic Systems Branch of the
Engineering and Development Directorate. For a five-year portion of that period,
Dr. Cubley was the antenna subsystems manager for all spacecraft antenna systems
for the Shuttle Program. Dr. Cubley's duties included overall responsibility for
the design, development, costs schedules and testing of the antennas and
hardware for all Shuttle flights. Throughout his career, Dr. Cubley has authored
or co-authored over fifty publications. In addition, he has a total of ten
patents and patents-pending registered in his name. Dr. Cubley received a
bachelor of science degree in electrical engineering from the University of
Texas in 1964 and a master's degree in electrical engineering from the
University of Texas in 1965. In 1970, Dr. Cubley received his Ph.D. in
electrical engineering from the University of Houston.
Based upon the 25,105,460 shares of the Corporation's common stock issued and
outstanding and the closing bid price of $.02 per share on July 13, 2004, Dr.
Cubley's does not have a substantial interest in the proposed actions, other
than election to office as a director.
ITEM 4. PROPOSALS BY SECURITY HOLDERS
None.
ITEM 5. DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Not applicable.