DIGITAL VIDEO DISPLAY TECHNOLOGY, INC.
8 GAUCHO DRIVE
ROLLING HILLS ESTATES, CA 90274
416-682-9255
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
INTRODUCTION
This Information Statement is furnished to the stockholders in connection
with the Special Shareholders Meeting called by the Board of Directors of
Digital Video Display Technology, Inc., a Nevada corporation (the "Company" or
"DVDT")(the "Meeting"). The Meeting is to be held at the offices of Mr. Randy
Miller, President, 6 Adelaide Street East, #300, Toronto, Ontario, Canada M5C
1H6, on Monday, July 9, 2001, at 11:00 o'clock a.m., Eastern Daylight Time. The
accompanying Notice of Special Meeting of Stockholders and this Information
Statement are first being mailed to stockholders on or about June 22, 2001.
The Company's Board of Directors has unanimously resolved to adopt the
following resolutions, which will also be submitted to the Company's
stockholders at the Meeting:
1. To effect a reverse split of its outstanding
common stock on a basis of one for 200, while
retaining the current authorized common stock
capital of 100,000,000 and par value of $0.001,
with appropriate adjustments in the capital
accounts of the Company;
2. To change the name of the Company to
"ICONET, INC."
APPROXIMATE MAILING DATE JUNE 22, 2001
THE BOARD OF DIRECTORS RECOMMEND A VOTE IN FAVOR OF THE AFOREMENTIONED
PROPOSALS.
OUTSTANDING SHARES, VOTING AND PROXIES
Record Date and Outstanding Shares.
- -----------------------------------
The Board of Directors has fixed June 14, 2001, as the record date for the
determination of holders of common stock entitled to notice of and to vote at
the Meeting. At the close of business on that date, there were 51,423,000 shares
of common stock outstanding and entitled to vote. Holders of common stock will
be entitled to one vote per share held and are not entitled to cumulative voting
regarding any proposal being submitted at the Meeting.
Quorum and Voting.
- ------------------
The presence in person or by proxy of a majority of the total number of
outstanding shares of common stock entitled to vote at the Meeting is required
to constitute a quorum for the purpose of effecting a reverse split of the
outstanding common stock as provided herein, effecting a reverse split of the
common stock as provided herein, and to change the Company's name. Abstentions
and broker non-votes will be considered represented at the Meeting for the
purpose of determining a quorum.
Management knows of no other matter that is anticipated to be presented to
the Meeting.
Mr. Kurt Dalmata, 8 Seestrasse, Zolikon, Switzerland, owns 30,000,000
shares, or 58.3% of the presently outstanding common voting securities of the
Company, and intend to vote in favor of all Proposals. No other votes are
required or necessary to approve these Proposals.
DISSENTERS' RIGHTS OF APPRAISAL
The Nevada Revised Statutes do not provide for dissenters' rights with
respect to the Proposals being presented at the Meeting.
PROPOSAL 1 - AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO AUTHORIZE A ONE
FOR TWO HUNDRED REVERSE SPLIT OF THE OUTSTANDING COMMON STOCK.
The Company's Board of Directors has voted to authorize a one for two
hundred reverse split of the outstanding common stock of the Company, while
retaining the current authorized common stock capital of 100,000,000 and par
value of $0.001, with appropriate adjustments in its capital accounts.
The primary reason for this reverse split is to adopt a structure that
would allow the Company to more effectively raise funds and acquire other
compatible, existing, operating businesses. Management recommends a vote in
favor of this Proposal.
PROPOSAL 2- AUTHORIZE THE BOARD OF DIRECTORS TO FILE AN AMENDMENT TO THE
COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO
"ICONET, INC."
The principal purpose of this Proposal is to change the Company's name to
reflect its current business operations related to internet services in Europe.
Management also recommends a vote in favor of this Proposal.
INTEREST OF MANAGEMENT IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee to become a director, or any
associate of any of the foregoing persons, has any substantial interest, direct
or indirect, by security holdings or otherwise, in the matters to be submitted
to a vote of the stockholders at the Meeting, which is not shared by all other
stockholders, pro rata, and in accordance with their respective interests in the
Company.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth the share holdings of management and those
persons who own more than five percent of the Company's Common Stock:
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- - ---------------- ------------------ ----------
Kurt Dalmata 30,000,000 58.3%
8 Seestrasse
Zolikon, Switzerland
TOTALS: 30,000,000 58.3%
Mr. Kurt Dalmata intends to vote in favor of all Proposals. No other votes
are required or necessary to approve these Proposals.
Changes in Control.
- -------------------
Since the beginning of its current fiscal year, January 1, 2001, the
following changes in control have occurred:
1. May 18, 2001. By the resignations and actions below, Randy Miller is
the sole Director and officer of Digital Video Display Technology
Corp.
(a) May 7, 2001. Randy Miller elected as a Director of Digital Video
Display Technology Corp.
(b) May 16, 2001. Randy Moss resigned as President and CEO of
Digital Video Display Technology Corp. Randy Moss resigned as a
Director of Digital Video Display Technology Corp.
(c) May 17, 2001. Randy Miller was Elected President and Secretary
of Digital Video Display Technology Corp.
(d) May 18, 2001. Marilyn G. Haft resigned as General Counsel and
Director of Digital Video
2. May 22, 2001. Pursuant to Board resolution, Digital Video Display
Technology Corp. issued 30,000,000 shares of its Common Stock for
partial payment of loan principle on a Line of Credit held by the
following:
Prior to the issuance of these 30,000,000 shares of Common Stock,
there were 21,423,000 shares issued and outstanding. With the
issuance of the 30,000,000 shares, there are 51,423,000 shares of
common stock issued and outstanding.
Details are as follows:
(a) Common Stock issued to: Kurt Dalmata Zolikon, Switzerland
(b) Consideration: $210,000 Reduction of Loan Principle of the Line
of Credit owing by the Corporation.
(c) The 30,000, 000 shares now held by Kurt Damata represent 58.3%,
and a majority of the issued and outstanding shares of the
Corporation.
(d) It is understood that Kurt Dalmata may request that he be
appointed and elected as a Director of the Corporation.
VOTE REQUIRED FOR APPROVAL
A majority of the outstanding common voting securities of the Company
constitutes a quorum for the transaction of business at any Meeting. Under
applicable law, if a quorum is present at the Meeting, the plurality of votes
cast in favor of the Proposals shall be sufficient to adopt, ratify and approve
the Proposals; however, to effect an amendment to the Articles of Incorporation
of the Company, a vote in person or by proxy of stockholders owning a majority
of the shares entitled to vote at the Meeting is required.
OTHER MATTERS
The Board of Directors of the Company is not aware of any business other
than the aforementioned Proposals that will be presented for consideration at
the Meeting. If other matters properly come before the Meeting, it is the
intention of the person or persons named in the enclosed Proxy to vote thereon
in accordance with his/their best judgment.
By Order of the Board of
Directors
June 4, 2001 _______________________
Toronto, Canada Director and President
DIGITAL VIDEO DISPLAY TECHNOLOGY CORP.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD July 9, 2001
TO ALL STOCKHOLDERS:
NOTICE is hereby given that a special meeting of the stockholders of
Digital Video Display Technology Corp., a Nevada corporation (the "Company"),
will be held at the office of Mr. Randy Miller, President, 6 Adelaide Street
East, #300, Toronto, Ontario, Canada M5C 1H6, on Monday, July 9, 2001, at 11:00
a .m. Eastern Daylight Time, (hereinafter, the "Meeting").
The Meeting will be held for the following purposes
1. To amend the Company's Articles of Incorporation to effect a reverse
split of its outstanding common stock on a basis of one for two hundred, while
retaining the current authorized preferred stock capital of 100,000,000 and par
value of $0.001, with appropriate adjustments in the capital accounts of the
Company;
2. To amend the Company's Articles of Incorporation to change its name
to "ICONET, INC."
3. To transact any other business that may properly come before the
Meeting.
As of the date of this Notice, the Board of Directors of the Company is
not aware of any other business to come before the Meeting.
Only stockholders of record at the close of business on June 14, 2001,
are entitled to notice of and to vote at the Meeting or any adjournment thereof.
Mr. Kurt Dalmata owns 30,000,000 shares, or 58.3%% of the
presently outstanding common voting securities of the Company, and intends to
vote in favor of all Proposals. No other votes are required or necessary to
approve these Proposals.
----------------------
President and Director
June 18, 2000
Toronto, Canada