SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
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Commission Only
(As Permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
XDOGS, INC.
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(Name of Registrant as Specified In Its Charter)
N/A
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XDOGS, INC.
126 North Third Street, Suite 407
Minneapolis, Minnesota 55401
To Our Stockholders:
Our Board of Directors is hereby seeking the approval of XDogs's
stockholders to amend XDogs's Articles of Incorporation to increase the number
of authorized shares of Common Stock to 200,000,000. The Board of Directors is
seeking this approval by the solicitation of written consents. We are not
holding a meeting of stockholders in connection with this consent solicitation.
In this consent solicitation, you are being asked to amend XDogs's Articles
of Incorporation to increase the number of authorized shares of Common Stock
from 20,000,000 to 200,000,000. The number of outstanding shares of Common Stock
would remain unchanged as a result of this amendment, giving XDogs the
opportunity to issue up to 180,000,000 additional shares of Common Stock,
subject to the right of our President and Chief Executive Officer, Kent A.
Rodriguez, to convert the shares of Series A Preferred Stock held by him into
shares of Common Stock. Currently, we do not have enough shares of authorized,
but unissued, Common Stock to permit him to elect this conversion. Upon approval
of the proposed amendment, Mr. Rodriguez will be able at his election to convert
his shares of Series A Preferred Stock into a number of shares of our Common
Stock equal to 40% of the fully-diluted number of then outstanding shares of
Common Stock.
Our Board of Directors unanimously recommends that you consent to the
amendment authorizing the increase. The Consent Solicitation Statement on the
following pages describes the matters being presented to you in this consent
solicitation.
Our Board of Directors hopes that you will have your stock represented by
signing, dating and returning your consent in the enclosed envelope as soon as
possible. If you submit a properly executed consent within ten (10) days of the
delivery of the first dated consent delivered to XDogs (this date may be
extended by our Board of Directors), your stock will be voted in favor of the
proposed amendment.
April 9, 2003
/s/ Kent A. Rodriguez
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Kent A. Rodriguez
President and Chief Executive Officer
XDOGS, INC.
126 North Third Street, Suite 407
Minneapolis, Minnesota 55401
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Consent Solicitation Statement
April 9, 2003
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GENERAL INFORMATION
Information Regarding Consents
This Consent Solicitation Statement is furnished in connection with the
solicitation of stockholder consents by the Board of Directors of XDogs. Our
Board is soliciting these consents in lieu of a meeting of stockholders, in
connection with the proposed amendment of our Articles of Incorporation to
increase our number of authorized shares of our Common Stock to 200,000,000.
Only stockholders of record at the close of business on our record date of
February 28, 2003 will be entitled to submit a written consent.
We are incorporated in the State of Nevada and are therefore subject to
Title 7 of the Nevada Revised Statutes. Section 78.320 of the Nevada Revised
Statutes permits our stockholders to take action without a meeting if the votes
represented by consents in writing, setting forth the action so taken, represent
a majority of the voting power of our shares. Our Board of Directors has
determined that the votes must be received within 10 days of the date of the
first such written consent; however, this date may be extended by our Board of
Directors in its sole discretion. Accordingly, if within 10 days following our
receipt of the first written consent approving the proposed amendment (unless
the Board extends this period) we receive executed consents approving the
proposed amendment from the holders of a number of shares of our Common and
Series A Preferred Stock representing a majority of the voting power of our
shares, you will be deemed to have approved the proposal. We intend to amend our
Articles of Incorporation as soon as practicable following our receipt of the
necessary consents. The form of consent is attached as Exhibit A.
All written consents that we receive, regardless of when dated, will expire
unless valid, written and unrevoked consents constituting the necessary vote for
approval of the proposed action are received by us within 10 days from the date
of the first such consent (unless this 10-day period is extended by our Board of
Directors). You may revoke your consent at any time, provided that we receive a
written, signed and dated revocation prior to the time that we receive written
consents sufficient to approve the proposed amendment. A revocation may be in
any written form validly signed by you, as long as it clearly states that the
consent previously given is no longer effective. The revocation should be sent
to Kent A. Rodriguez, President and Chief Executive Officer, XDogs, Inc., 126
North Third Street, Suite 407, Minneapolis, Minnesota 55401.
We will pay the costs of soliciting these consents. In addition to
soliciting consents by mail, our officers, directors and other regular
employees, without additional compensation, may solicit consents personally or
by other appropriate means. Banks, brokers, fiduciaries and other custodians and
nominees who forward consent soliciting material to their principals will be
reimbursed their customary and reasonable out-of-pocket expenses.
Record Date and Consent Rights
Only our stockholders of record as of the close of business on the record
date, February 28, 2003 will be entitled to submit a consent on the accompanying
form. On that date, there were listed as outstanding 17,868,543 shares of our
Common Stock. Each share of Common Stock is entitled to one vote in the consent
solicitation. In addition, on that date we had 100 shares of our Series A
Preferred Stock outstanding. These shares are held by our President and Chief
Executive Officer. The 100 shares of Series A Preferred Stock represent the
right to vote as 11,912,362 shares of Common Stock (i.e., as though converted
into a number of shares of our Common Stock equal to 40% of the fully-diluted
number of shares of Common Stock outstanding on February 28, 2003). Consents
evidencing a majority of the voting power of the shares entitled to vote are
required in order to approve the proposed actions being submitted to you. Mr.
Rodriguez has informed us of his intention to execute a written consent in favor
of the amendment as to the 3,080,000 shares of Common Stock beneficially owned
by him and the 100 shares of Series A Preferred Stock owned by him (representing
the voting power of 11,912,362 shares of Common Stock). To be counted toward the
votes required for approval of the proposed actions, your consent must be
delivered to us within 10 days of the delivery of the first dated consent
(unless such period is extended by our Board of Directors).
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of February 28, 2003,
relating to the beneficial ownership of our common stock by (i) all persons
known by us to beneficially own more than five percent of the outstanding
shares; (ii) each of our directors; and (iii) all of our executive officers and
directors as a group. Unless otherwise indicated, each of the following
individuals has sole vesting and sole investment control with respect to the
shares he beneficially owns. The address of each of these persons is c/o XDogs,
Inc., 126 North Third Street, Suite 407, Minneapolis, Minnesota 55401.
The number of shares owned by each stockholder in the following table was
calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act. Under Rule
13d-3(d), shares not outstanding which are subject to options, warrants, rights
or conversion privileges exercisable within 60 days are deemed outstanding for
the purpose of calculating the number and percentage owned by each other person
listed. The total number of outstanding shares of our Common Stock at February
28, 2003 was 17,868,543.
Name of Beneficial Percent
Beneficial Owner Ownership of Class
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Kent A. Rodriguez (1) 14,992,362 50.3%
Craig Avery (2) 1,135,000 6.4%
Douglas Barton 78,000 *
Officers and Directors 16,205,362 54.4%
as a Group (3 persons)(1)(2)
*Less than 1%
(1) Includes 1,000,000 and 200,000 shares of Common Stock owned,
respectively, by Eromle Financial LLC and Weyer Capital, each an affiliate of
Mr. Rodriguez, and 11,912,362 shares of Common Stock issuable (based on the
17,868,543 fully-diluted number of shares of Common Stock outstanding on
February 28, 2003) upon conversion of the 100 shares of Series A Preferred Stock
owned Mr. Rodriguez.
(2) Includes 1,100,000 shares of Common Stock owned by Rock Cliff
Development, an affiliate of Mr. Avery.
Proposal One -- Approval of Amendment to Articles of Incorporation
For Increase in Authorized Number of Shares
General
Our Board of Directors has unanimously approved a resolution to amend our
Articles of Incorporation to increase the authorized shares of Common Stock from
20,000,000 to 200,000,000. The increase will be effected by an amendment to our
Articles of Incorporation, and will become effective upon the filing of a
certificate of amendment with the Nevada Secretary of State.
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Reasons for Increase in Authorized Shares
Our Articles of Incorporation currently authorize 20,000,000 shares of
Common Stock and 1,000,000 shares of Preferred Stock. As of February 28, 2003,
we had 17,868,543 shares of Common Stock issued and outstanding. At that date,
we also had 100 shares of Series A Convertible Preferred Stock outstanding,
which shares are held by our President and Chief Executive Officer. The shares
of Series A Convertible Preferred Stock may convert into a number of shares of
Common Stock equal to 40% of the number of shares of Common Stock outstanding at
any particular time, assuming the exercise of all outstanding options, warrants
or other rights to acquire our securities. At February 28, 2003, the Series A
Convertible Preferred Stock had the right to convert into 11,912,362 shares of
Common Stock. We do not have this number of shares of Common Stock available. In
addition, we have been greatly reliant in the past upon the issuance of Common
Stock to raise capital and compensate our employees and consultants. We are also
continuing to seek an acquisition candidate and plan to use our equity
securities to make an acquisition, if and when we identify an appropriate
candidate.
We have determined that without an increase in our authorized Common Stock,
we will not be able to raise capital or compensate our consultants and employees
for services to be rendered in the future. This would likely require us to cease
operations. We also will be unable to permit the conversion of our Series A
Convertible Preferred Stock into Common Stock. Further, without the ability to
issue additional shares of Common Stock, we will not have the equity securities
available to issue in connection with a potential acquisition, if and when we
identify a suitable candidate. Accordingly, our Board of Directors determined
that it would be in our best interest to increase the number of authorized
shares of Common Stock to 200,000,000. Approval of this proposal will effect
that increase.
We believe that having such additional shares available for issuance will
enable us to continue operations and take prompt action on such other corporate
opportunities as may materialize in the future, if our Board of Directors deems
such issuances to be in our best interest. The disadvantage of any such increase
is that any additional issuances of Common Stock will dilute the percentage of
XDogs owned by existing stockholders. The additional Nevada franchise taxes with
respect to the additional shares will be minimal.
Recommendation and Vote
The affirmative consent of holders of a number of outstanding shares of our
common stock in excess of the shares held by holders disapproving of such action
is necessary for the approval of the amendment of our Articles to increase the
authorized shares. Our Board of Directors recommends that you consent to the
increase. The form of consent is attached as Exhibit A.
Annual Report on Form 10-KSB
A copy of our annual report on Form 10-KSB for the year ended March 31,
2002, as filed with the Securities and Exchange Commission, may be obtained by
stockholders without charge by writing to: XDogs, Inc., 126 North Third Street,
Suite 407, Minneapolis, Minnesota 55401, Attention: President and Chief
Executive Officer. In addition, you may access this annual report through the
Securities and Exchange Commission's Web site, WWW.SEC.GOV.
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XDOGS, INC.
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Consent to Amendment of Articles of Incorporation
In Lieu of a Meeting of Stockholders
Solicited By Management
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The undersigned stockholder of XDogs, Inc., a Nevada corporation (the
"Company"), has received a copy of the Company's Consent Solicitation Statement
dated April 9, 2003 and consents to the amendment of the Company's Articles of
Incorporation to increase the number of authorized shares of Common Stock from
20,000,000 to 200,000,000.
Dated: April __, 2003.
Signature:
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Name (printed):
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Title:
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Number of Shares:
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Important: Please sign exactly as name appears on this proxy. When signing as
attorney, executor, trustee, guardian, corporate officer or other
representative, please indicate full title.
RETURN THIS CONSENT TO XDOGS, INC.
at 126 North Third Street, Suite 407
Minneapolis, Minnesota 55401
or fax this consent to the Company at 612/359-9017