SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
UPSIDE DEVELOPMENT, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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UPSIDE DEVELOPMENT, INC.
INFORMATION STATEMENT
THIS IS AN INFORMATION STATEMENT, AND NOT A PROXY STATEMENT. WE ARE NOT ASKING
YOU FOR A PROXY, AND YOU ARE NOT REQUESTED TO SEND IN A PROXY
To All Stockholders of UPSIDE DEVELOPEMENT, INC.
At a Special Meeting of Stockholders (the "Special Meeting") of Upside
Development, Inc., a Delaware corporation (the "Company"), that was held on
August 7, 2001, at the offices of the Company, wherein the Board of Directors
and the majority of shares entitled to vote, voted to amend the Certificate of
Incorporation of the Company to change authorized number of shares from
50,000,000 million shares of Common Stock and 5,000,000 shares of preferred
stock to 200,000,000 million shares of Common Stock and 5,000,000 shares of
preferred stock (the "Authorization Change");
The Authorization Change is more fully described in the accompanying Information
Statement and the exhibits thereto, which form a part of this Notice.
Thank you for your support of our company.
Sincerely,
Michael Porter
Chief Executive Officer
West Bend, Wisconsin
UPSIDE DEVELOPMENT, INC.
141 Main Street
West Bend, Wisconsin
(262) 334-4500
INFORMATION STATEMENT
GENERAL
This Information Statement is furnished in connection by the Board of
Directors of Upside Development, Inc. (the "Company"), in connection with the
stockholder approval of certain amendments to the Certificate of Incorporation
and other actions taken.
The Company's Board of Directors approved the resolutions on August 7,
2001. A Written Consent of Shareholders was executed on August 7, 2001.
As a result of these actions, the Company will, effective upon the
filing of a Certificate of Amendment with the Secretary of State of Delaware,
change its authorized capital.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the Record
Date concerning the beneficial ownership of the Common Stock, (i) by each
stockholder who is known by the Company to own beneficially in excess of 5% of
the outstanding Common Stock; (ii) by each director; (iii) by each executive
officer; and (iv) by all executive officers and directors as a group. Except as
otherwise indicated, all persons listed below have (i) sole voting power and
investment power with respect to their shares of Common Stock, except to the
extent that authority is shared by spouses under applicable law, and (ii) record
and beneficial ownership with respect to their shares of Common Stock.
Name of Beneficial Amount and Nature Percent of Class
Owner of Beneficial Ownership
Common(1) Preferred(2) Common Preferred
------------------ ------------------- ------------ ------ ---------
Michael Porter 2,775,000 2,500,000 6% 50%
141 N. Main Street
West Bend, WI 53095
Clay Reatly Inc. 2,306,850 0 5.2% 0%
87 Clay Street
Brooklyn, NY 10005
1. Each share of preferred entitles the holder to twenty-five (25) votes
and is convertible into 10 shares of common stock as per the rights approved by
the Board of Directors. This gives Mr. Porter effective voting control over the
Company.
APPROVAL OF AUTHORIZATION CHANGE
At the Special Meeting, holders of shares of Common Stock voted to
change the authorized capital of the Company from 50,000,000 million shares of
Common Stock and 5,000,000 shares of preferred stock to 200,000,000 million
shares of Common Stock and 5,000,000 million shares of preferred stock, by means
of an amendment to the Company's Certificate of Incorporation. The Board of
Directors has adopted resolutions approving the Authorization Change and
recommending that the Authorization Change be submitted to the Stockholders for
their approval at the Special Meeting. When the proposed amendment to the
Certificate of Incorporation is approved by the requisite number of shares of
Common Stock entitled to vote at the Special Meeting, the Authorization Change
and the amendment to the Company's Certificate of Incorporation will become
effective upon the filing of a Certificate of Amendment of Certificate of
Incorporation with the Secretary of State of Delaware, which is expected to
occur shortly after Stockholder approval.
The Board of Directors determined that it was in the best interests of
the Company to make this change at this time, due to the fact that the Company
has issued almost the entire authorized amount and has recently filed a
registration statement that will result in additional shares being issued over
the amount set forth in the Certificate of Incorporation.
Accordingly, the Board of Directors decided that Article One of the
Company's Certificate of Incorporation would be amended to change the Company's
authorized capital to 200,000,000 million shares of Common Stock and 5,000,000
shares of preferred stock. No other change to any of the rights and preferences
of the Common Stock or Preferred is being made.
EXHIBIT A
BE IT RESOLVED, that the stockholders of the Company hereby approve the
Amendment to the Certificate of Incorporation of the Company as follows:
"FOURTH: The total number of shares which the Company shall
have the authority to issue is 205,000,000 shares of two
classes of capital stock to be designated respectively
preferred stock ("Preferred Stock") and Common Stock ("Common
Stock"). The total number of shares of Preferred Stock the
Corporation shall have authority to issue is 5,000,000 shares,
par value $.0001 per share, and the total number of shares of
Common Stock the Corporation shall have authority to issue is
200,000,000 shares, par value $.01 per share. The Preferred
Stock authorized by this Certificate of Incorporation shall be
issued in series. The Board of Directors is authorized to
establish series of Preferred Stock and to fix, in the manner
and to the full extent provided and permitted by law, the
rights, preferences and limitations of each series of the
Preferred Stock and the relative rights, preferences and
limitations between or among such series including, but not
limited to:
(1) the designation of each series and the number of shares
that shall constitute the series;
(2) the rate of dividends, if any, payable on the shares of
each series, the time and manner of payment and whether or
not such dividends shall be cumulative;
(3) whether shares of each series may be redeemed and, if
so, the redemption price and the terms and conditions of
redemption;
(4) sinking fund provisions, if any, for the redemption or
purchase of shares of each series which is redeemable;
(5) the amount, if any, payable upon shares of each series
in the event of the voluntary or involuntary liquidation,
dissolution or winding up of the corporation, and the manner
and preference of such payment; and
(6) the voting rights, if any, in the shares of each series
and any conditions upon the exercisability of such rights.
The Board of Directors is also authorized to establish the
voting rights of the Common Stock."