SCHEDULE 14C INFORMATION
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] Preliminary Information Statement
[] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[] Definitive Information Statement
POCKETSPEC TECHNOLOGIES INC.
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(Name of Registrant As Specified In Charter)
[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 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
POCKETSPEC TECHNOLOGIES INC.
3225 East 2nd Ave.
Denver, Colorado 80206
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO ALL SHAREHOLDERS OF POCKETSPEC TECHNOLOGIES INC.:
A special meeting of shareholders of PocketSpec Technologies Inc., a
Colorado corporation, (the "Company") will be held at the offices of 3225 East
2nd Ave., Denver, Colorado 80206, on Thursday, March 24, 2005, at 10:00 a.m.,
local time. The purpose of the special meeting is to consider and take action on
the proposals summarized below:
1. To increase the number of authorized common shares to 900,000,000, with
no change in the current par value.
2. To conduct such other business as properly comes before the special
meeting.
The holders of approximately 52% of our outstanding common stock have
agreed to vote in favor of the actions described above at the special meeting,
which are described in greater detail in the Information Statement accompanying
this notice. THEREFORE, WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
The accompanying Information Statement is for information purposes only and
explains our increase in the number of authorized common shares. Please read the
accompanying Information Statement carefully.
February 21, 2005
By Order of the Board of Directors
/s/ Janet Brophy
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Janet Brophy
President and Chief Executive Officer
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
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POCKETSPEC TECHNOLOGIES INC.
3225 East 2nd Ave.
Denver, Colorado 80206
INFORMATION STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 24, 2005
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY
TO ALL SHAREHOLDERS OF POCKETSPEC TECHNOLOGIES INC.
NOTICE IS HEREBY GIVEN that a special meeting of shareholders of PocketSpec
Technologies Inc., a Colorado corporation, will be held at the Company's offices
at 3225 East 2nd Ave., Denver, Colorado 80206, on Thursday, March 24, 2005, at
10:00 a.m., local time.
This Information Statement is being mailed on or about February 21, 2005 to
all shareholders of record as of the close of business on February 18, 2005 and
relates to the special meeting of shareholders to be held on March 24, 2005. The
purpose of the meeting is to consider and take action on the proposals
summarized below:
1. To increase the number of authorized common shares to 900,000,000, with
no change in the current par value.
2. To conduct such other business as properly comes before the special
meeting.
The close of business on February 18, 2005 has been fixed as the record
date for determining shareholders entitled to notice of and to vote at the
special meeting and any adjournments. The accompanying Information Statement is
first being sent to shareholders on or about February 21, 2005.
Our board of directors has adopted resolutions authorizing the taking of
the action described above and has recommended that the shareholders adopt
resolution approving these actions.
As of the close of business on the record date, we had 36,094,360 shares of
common stock outstanding. The common stock is our only class of securities
entitled to vote. Each outstanding share of common stock is entitled to one vote
per share. The affirmative consent of the holders of a majority of our
outstanding common stock is required to approve each of the actions described
above. The holders of approximately 52% of our outstanding common stock have
agreed to vote in favor of the actions described above. THEREFORE, WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The expenses of mailing this Information Statement will be borne by The
Company, including expenses in connection with the preparation and mailing of
this Information Statement and all documents that now accompany or may in the
future supplement it. It is contemplated that brokerage houses, custodians,
nominees and fiduciaries will be requested to forward this Information Statement
to the beneficial owners of our common stock held of record by these persons and
that we will reimburse them for their reasonable expenses incurred in this
process.
The description of the proposals set forth above is intended only as a
summary. Information concerning the matters to be acted upon at the meeting is
contained in the accompanying Information Statement, which we urge you to read
carefully.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of our $0.001 par value
common stock beneficially owned by (i) each person who, as of January 31, 2005,
was known by us to own beneficially more than five percent (5%) of its common
stock; (ii) our individual Directors and (iii) our Officers and Directors as a
group. As of January 31, 2005, there were a total of 33,094,360 shares issued
and outstanding.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1)(2) CLASS
- ----------------------- --------------------------- -------
Cynthia Kettl 775,829 2.34%
3225 East 2nd Ave
Denver, Colorado 80206
Janet Brophy (3) 5,687,540 26.35%
6195 South Akron Way
Greenwood Village, Colorado 80111
Gregg Wagner 1,078,785 3.26%
1368 Cedar Avenue
Boulder, CO 80304
Philip Robertson (4) 100,000 0.30%
All Officers and Directors as a Group 7,642,154 23.09%
(four persons)
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(1) All ownership is beneficial and on record, unless indicated otherwise.
(2) Beneficial owners listed above have sole voting and investment power
with respect to the shares shown, unless otherwise indicated.
(3) Includes 1,404,444 shares owned of record by Ms. Brophy. Includes
shares owned of record by B7 Brand, LLC. Asset Realization, Inc.,
Advanced Gas & Oil Corp, Cape Aloe Corp, are entities formerly under
common control of Ms. Brophy. The Krupka-Brophy Profit Sharing Plan is
an entity controlled by Ms. Brophy. Includes 15,536 shares owned
jointly by Mr. Krupka and Ms. Brophy, but does not include shares
owned by the Krupka-Murr Gift and Education Foundation, for which Ms.
Brophy disclaim beneficial ownership. Does not include any shares
owned by Ms. Brophy's children, for which she disclaims any beneficial
ownership.
(4) Includes shares owned jointly by Mr. Robertson and his wife.
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INCREASE IN THE NUMBER OF AUTHORIZED COMMON SHARES
We plan to increase the number of authorized common shares. We currently
have a total of 50,000,000 authorized common shares. After the vote to increase
the number of common shares, we will have a total of 900,000,000 authorized
common shares. The increase in the number of common shares will not affect the
number of issued and outstanding shares, which will not be changed as a result
of this vote. We want to increase the number of authorized common shares to have
more shares available to issue in the event of an acquisition, merger, or equity
offering. At the present time, we have no definite plans of any kind for any
acquisition, merger, or equity offering.
QUESTIONS AND ANSWERS
This Information Statement is first being sent to shareholders on or about
February 21, 2005. The following questions and answers are intended to respond
to frequently asked questions concerning our increase in the number of
authorized common shares. These questions do not, and are not intended to,
address all the questions that may be important to you. You should carefully
read the entire Information Statement.
Q: Why are we increasing the number of authorized common shares?
A: We believe that having more authorized common shares will give us more
flexibility in various corporate transactions, such as an acquisition,
merger, or equity offering. However, at the present time, we have no
definite plans of any kind for any acquisition, merger, or equity
offering.
Q: Why are we not soliciting proxies to approve the authorization?
A: The board of directors has already approved the authorization, and the
holders of approximately 52% of our outstanding shares of common stock
have agreed to vote in favor at the special meeting, which is a
sufficient percentage for passage without the need for soliciting
proxies.
Q: What are the principal features of the authorization?
A: The authorization will be accomplished by filing amended articles of
incorporation with the Colorado Secretary of State. Colorado law
requires that we give thirty days notice of the shareholder meeting,
but there are no other requirements.
Q: How will the authorization affect my ownership?
A: Your ownership interest will not immediately be affected by the
reincorporation. However, in the event that we issue more common
shares in an acquisition, merger, or equity offering, your
proportionate ownership in us will decline.
Q: How will the authorization affect our officers, directors and
employees?
A: No, our officers, directors and employees will remain the same.
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Q: How will the authorization affect our business?
A: We will continue our business at the same location and with the same
assets.
Q: What do I do with my stock certificates?
A: The authorization will have no affect on your stock certificate.
IT WILL NOT BE NECESSARY FOR OUR SHAREHOLDERS TO EXCHANGE THEIR
EXISTING STOCK CERTIFICATES.
Q: What if I have lost my certificate?
A: If you have lost your certificate, you can contact our transfer agent
to have a new certificate issued. You may be required to post a bond
or other security to reimburse us for any damages or costs if the
certificate is later delivered for sale of transfer. Our transfer
agent may be reached at:
Corporate Stock Transfer
3200 Cherry Creek South Drive, Suite 430
Denver, Colorado 80209
Telephone: (303) 282-4800
Attention: Carolyn Bell
Q: Can I require the Company to purchase my stock?
A: No. Under Colorado law you are not entitled to dissenters' rights, or
appraisal and purchase of your stock as a result of the authorization.
Q: Who will pay the costs of authorization?
A: We will pay all of the costs of authorization, including distributing
this Information Statement. We may also pay brokerage firms and other
custodians for their reasonable expenses for forwarding information
materials to the beneficial owners of our common stock. We do not
anticipate contracting for other services in connection with the
authorization.
PROCEDURE AND PURPOSE
Our board of directors has approved the increase of our authorized common
shares to 900,000,000. At the present time, we have a total of 50,000,000
authorized common shares.
The effectiveness of the additional authorized common shares is subject to
approval by a majority of our shareholders and is conditioned upon the filing by
the Company of amended articles of incorporation with the Secretary of State of
Colorado. The additional authorized common shares will become effective upon
this filing.
The authorization of additional common shares will not result in any
changes in our business, management, assets, liabilities or net worth. Our board
of directors and officers will consist of the same persons who were our
directors and officers prior to the authorization. Our daily business operations
will continue at current principal executive offices.
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Our board of directors has not adopted any designations, rights or
preferences for any of our common stock and there are no present plans,
understandings, agreements or negotiations, which have not previously been
disclosed that will involve the issuance of additional common stock. However,
the board of directors believes it prudent to have shares of common stock
available for such corporate purposes as the board of directors may from time to
time deem necessary and advisable including for acquisitions and the raising of
additional capital, for which there are no present binding agreements or
understandings. An issuance of additional common stock could result in
significant dilution of the voting rights and the shareholders' equity of then
existing stockholders.
Issuance of additional authorized common stock may have the effect of:
o deterring or thwarting persons seeking to take control of the Company
through a tender offer, proxy fight or otherwise;
o inhibiting the removal of incumbent management; or
o impeding a corporate transaction such as a merger. For example, the
issuance of common stock could be used to deter or prevent such a
change of control through dilution of stock ownership of persons
seeking to take control or by rendering a transaction proposed by such
persons more costly.
BOARD OF DIRECTORS' RECOMMENDATIONS
Our board of directors has considered the proposal set forth in this
Information Statement and is recommending that the shareholders adopt the
proposal.
MANAGEMENT AND A NUMBER OF FORMER STOCKHOLDERS OF THE COMPANY OWN
SUFFICIENT VOTING STOCK OF THE COMPANY TO ADOPT, RATIFY AND APPROVE ALL OF THE
ITEMS TO BE VOTED UPON AT THE SPECIAL MEETING OF THE SHAREHOLDERS. NO FURTHER
CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE REQUESTED.
The information contained in this Information Statement constitutes the
only notice any shareholder will be provided.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION
TO MATTERS TO BE ACTED UPON
None of our officers, directors or any of their respective affiliates has
any interest in the proposal to be acted upon at the meeting. None of our
directors has indicated to us an intention to oppose the proposal to be acted
upon at the meeting. Management and a number of stockholders have enough votes
to approve the proposal described in this Information Statement and have
indicated that they will approve the proposal at the meeting.
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FORWARD-LOOKING STATEMENTS
This Information Statement may contain certain "forward-looking" statements
as such term is defined in the Private Securities Litigation Reform Act of 1995
or by the Securities and Exchange Commission in its rules, regulations and
releases, which represent our expectations or beliefs, including but not limited
to, statements concerning our operations, economic performance, financial
condition, growth and acquisition strategies, investments, and future
operational plans. For this purpose, any statements contained herein that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the generality of the foregoing, words such as
"may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate,"
"might," or "continue" or the negative or other variations thereof or comparable
terminology are intended to identify forward-looking statements. These
statements, by their nature, involve substantial risks and uncertainties,
certain of which are beyond our control, and actual results may differ
materially depending on a variety of important factors, including uncertainty
related to acquisitions, governmental regulation, managing and maintaining
growth, volatility of stock prices and any other factors discussed in this and
other of our filings with the Securities and Exchange Commission, or SEC.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934 and in accordance with this act, we file
periodic reports, documents and other information with the SEC relating to our
business, financial statements and other matters. These reports and other
information may be inspected and are available for copying at the offices of the
SEC, 450 Fifth Street, NW, Washington, DC 20549 or may be accessed at
www.sec.gov.
OTHER BUSINESS
Our management knows of no other matter which may come before the meeting.
However, if any additional matters are properly presented at the meeting,
management have enough votes to establish a quorum and will vote in accordance
with their judgment on such matters.
As shareholders representing approximately 52% of our outstanding shares of
common stock have agreed to vote for each of the actions described in this
Information Statement at the special meeting, WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED TO SEND US A PROXY. This Information Statement is for
informational purposes only. Please read this Information Statement carefully.
By Order of the Board of Directors
/s/ Janet Brophy
-------------------------------------------
Janet Brophy
President and Chief Executive Officer
February 21, 2005
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