SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[x] Preliminary Information Statement
[ ] Confidential, for use of the Commission only
[ ] Definitive Information Statement
Telco-Technology, Inc.
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(Name of Registrant as Specified In Its Charter)
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[ ] 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:
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2) Aggregate number of securities to which transaction applies:
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3) Price per unit or other underlying value of transaction pursuant to
Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is
calculated and state how it was determined.)
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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Telco-Technology, Inc.
111 Howard Street, Suite 108
Mt. Arlington, New Jersey 07856
INFORMATION STATEMENT
To the Holders of the Voting Stock:
The purpose of this Information Statement is to notify you that the
holders of shares representing a majority of the voting stock of Telco-
Technology, Inc. have given their written consent to a resolution adopted by
the Board of Directors of Telco-Technology to amend the certificate of
incorporation of Telco-Technology so as (1) to change the name of the company
to "GreenWorks Corporation" and (2) to effect a reverse split of Telco-
Technology's outstanding Common Stock in the ratio of 1:50. We anticipate
that this Information Statement will be mailed on December 7, 2004 to
shareholders of record. On or after December 27, 2004, the amendment to the
certificate of incorporation will be filed with the Delaware Secretary of
State and become effective.
Delaware corporation law permits holders of a majority of the voting
power to take shareholder action by written consent. Accordingly, Telco-
Technology will not hold a meeting of its shareholders to consider or vote
upon the amendment of Telco-Technology's certificate of incorporation.
WE ARE NOT ASKING YOU FOR A PROXY.
YOU ARE REQUESTED NOT TO SEND US A PROXY.
December 7, 2004 JAMES L. GRAINER, President
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
We determined the shareholders of record for purposes of this
shareholder action at the close of business on November 19, 2004 (the "Record
Date"). On the Record Date, the authorized voting stock consisted of
200,000,000 shares of common stock, par value $0.001, and 1,000,000 shares of
Series A Preferred Stock. Each share of common stock is entitled to one vote;
each share of Series A Preferred Stock is entitled to one hundred votes. On
the Record Date, there were 29,877,722 shares of common stock and 1,000,000
shares of Series A Preferred Stock issued, outstanding and entitled to vote.
The following table sets forth the number of Telco-Technology shares
beneficially owned by each person who, as of the Record Date, owned
beneficially more than 5% of either class of Telco-Technology's voting stock,
as well as the ownership of such shares by the sole director of Telco-
Technology.
Amount of Aggregate
Name and Address of Beneficial Ownership Percent of Class Percent of
Beneficial Owner Common Preferred Common Preferred Voting Power
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James L. Grainer -- -- 0% 0% 0%
Greenspace Capital, LLC 7,033,938 500,000 23.5% 50% 43.9%
P.O. Box 284
Mt. Arlington, NJ 07856
Acutus Capital, LLC 7,033,938 500,000 23.5% 50% 43.9%
411 Hackensack Ave.
Hackensack, NJ 07601
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE CORPORATION
The Board of Directors of Telco-Technology has unanimously adopted a
resolution to change the name of the corporation from "Telco-Technology, Inc."
to "GreenWorks Corporation" The holders of shares representing a majority of
Telco-Technology's outstanding voting stock have given their written consent
to the resolution. Under Delaware corporation law, the consent of the holders
of a majority of the voting power is effective as shareholders' approval. We
will file the Amendment with the Secretary of State of Delaware on or after
December 27, 2004, and it will become effective on the date of such filing
(the "Effective Date").
The name change has been approved because the new name better represents
the corporation's business. The corporation is now a holding company whose
only subsidiary is engaged in the business of providing consulting, technical,
engineering and construction services to alleviate the environmental problems
of its clients.
Certificates for the corporation's common stock that recite the name
"Telco-Technology, Inc." will continue to represent shares in the corporation
after the Effective Date. If, however, a shareholder wishes to acquire a
certificate reciting the name "GreenWorks Corporation" after the Effective
Date, he may do so by surrendering his certificate to Telco-Technology's
transfer agent with a request for a replacement certificate and the
appropriate stock transfer fee. Telco-Technology's transfer agent is:
Olde Monmouth Stock Transfer Co.
200 Memorial Parkway
Atlantic Highlands, NJ 07716
Telephone: (732) 872-2727
Fax: (732) 872-2728
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK
The Board of Directors of Telco-Technology has unanimously adopted a
resolution to file an amendment to Telco-Technology's Certificate of
Incorporation that will effect a reverse split of Telco-Technology's common
stock at the ratio of 1:50 (the "Reverse Split"). The holders of shares
representing a majority of Telco-Technology voting stock have given their
written consent to the resolution. Under Delaware corporation law, the consent
of the holders of a majority of the shares is effective as shareholders'
approval. We will file the Amendment with the Secretary of State of Delaware
on or after December 27, 2004, and it will become effective on the date of
such filing (the "Effective Date").
The Amendment to the Certificate of Incorporation provides that each 50
shares of common stock outstanding on the Effective Date will be exchanged for
one post-Reverse Split share of Telco-Technology common stock ("New Common
Stock"). No fractional shares or scrip will be issued; rather, shareholders
who would otherwise be entitled to a fractional share as a result of the
Reverse Split will receive cash based on a price of $1.70 per share of New
Common Stock.
Reasons for Approving the Reverse Stock Split
Telco-Technology intends to seek additional financing to fund its plan
for continued growth. The Board of Directors has reviewed various alternatives
for additional financing and has come to the conclusion that an increase in
the market price of the common stock may enhance the marketability of the
common stock and so improve Telco-Technology's prospects for obtaining
additional financing. It is hoped that the Reverse Split will increase the
per share market price of the common stock.
Recently, the market price for Telco-Technology' common stock has been
only pennies per share. Many brokerage firms are reluctant to recommend lower-
priced stocks to their clients. The policies and practices of some brokerage
houses tend to discourage individual brokers within those firms from dealing
in lower priced stocks. Additionally, the brokerage commission on the purchase
or sale of stock with a relatively low per share price generally tends to
represent a higher percentage of the sales price than the brokerage commission
charged on a stock with a relatively high per share price. The Board of
Directors believes that these issues are best addressed by an increase in the
inherent value per share of common stock that will occur as a result of the
Reverse Split.
General Effect of the Reverse Split
The New Common Stock will not be different from the common stock held by
Telco-Technology's shareholders prior to the Reverse Split. The holders of
the New Common Stock will have the same relative rights following the
Effective Date as they had before the Effective Date, except to the extent
they are affected by the repurchase of fractional shares.
The table below shows the cumulative effect on Telco-Technology's voting
stock outstanding at November 19, 2004 of the Reverse Split. The column
labeled "After Reverse" does not reflect any adjustments that may result from
the repurchase of fractional shares. We cannot calculate at this time the
number of fractional shares that will result from the Reverse Split.
Prior to After
Reverse Reverse
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Common Stock:
authorized....................... 200,000,000 200,000,000
issued and outstanding........... 29,877,722 597,554
issuable upon conversion of Series
A Preferred Stock............... 100,000,000 2,000,000
Total Voting Power................ 129,877,722 2,597,554
Voting Power of outstanding:
Common Stock..................... 23.0% 23.0%
Series A Preferred Stock......... 77.0% 77.0%
Exchange of Stock Certificates and Liquidation of Fractional Shares
On the Effective Date the outstanding certificates representing shares
of Telco-Technology's common stock will be automatically converted into
certificates representing shares of New Common Stock. Every shareholder who
surrenders a certificate representing shares of common stock to Telco-
Technology's transfer agent will receive a certificate representing the
appropriate number of shares of New Common Stock, together with a cash payment
in lieu of a fractional share, if any. The transfer agent will charge the
shareholders its standard fee for issuing a replacement certificate. Telco-
Technology's transfer agent is Olde Monmouth Stock Transfer Co. Its address
and telephone number appear earlier in this Information Statement.
No Dissenters Rights
Under Delaware law, shareholders are not entitled to dissenters' rights
with respect to the any of the transactions described in this Information
Statement.
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