UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of the Securities Exchange
Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for use of the Commission (only as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
STOCK WATCH MAN, INC.
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(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[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 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 fee 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:
August 20, 2001
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
STOCK WATCH MAN, INC.
1016 Howard Ave, Las Vegas, NV 89104
(702) 737-0963
INFORMATION STATEMENT
AND NOTICE OF ACTIONS TAKEN
BY WRITTEN CONSENT OF THE MAJORITY STOCKHOLDERS
General Information
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This information is being provided to the shareholders of Stock Watch Man,
Inc., (the "Company"), in connection with our prior receipt of approval by
written consent, in lieu of a special meeting, of the holders of a majority of
our common stock authorizing an amendment to our Articles of Incorporation (1)
effecting a change of the Company name to Nuclear Solutions, Inc. (the "Name
Change") and (2) authorizing an increase in our authorized common stock capital
from 15,000,000 common shares, par value $0.001 to 100,000,000 common shares,
par value $0.0001. The shareholders holding shares representing 61.1% of the
votes entitled to be cast at a meeting of the Company's shareholders, consented
in writing to the proposed actions. The approval by the shareholders will not
become effective until 20 days from the date of mailing of this Information
Statement to our shareholders.
The Company's Board of Directors approved this action on August 6, 2001
and recommended that the Articles of Incorporation be amended in order to
effectuate the name change and increase in common share capital.
The proposed Amendment to the Articles of Incorporation will be filed with
the Nevada Secretary of State and will be effective when filed. The
anticipated filing date will be 20 days after the mailing of this Information
Statement. If the proposed Amendment were not adopted by written majority
shareholder consent, it would have been necessary for this action to be
considered by the Company's shareholders at a special shareholder's meeting
convened for the specific purpose of approving the Amendment.
The elimination of the need for a special meeting of the shareholders to
approve the Amendment is authorized by Section 78.320 of the Nevada Revised
Statutes, (the "Nevada Law"). This Section provides that the written consent
of the holders of outstanding shares of voting capital stock, having not less
that the minimum number of votes which would be necessary to authorize or take
the action at a meeting at which all shares entitled to vote on a matter were
present and voted, may be substituted for the special meeting. According to
this Section 78.390 of the Nevada Law, a majority of the outstanding shares of
voting capital stock entitled to vote on the matter is required in order to
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amend the Company's Articles of Incorporation. In order to eliminate the
costs and management time involved in holding a special meeting and in order
to effect the Amendment as early as possible in order to accomplish the
purposes of the Company, the Board of Directors of the Company voted to
utilize the written consent of the majority shareholders of the Company.
The date on which this Information Statement was first sent to the
shareholders is on, or about August 20, 2001. The record date established
by the Company for purposes of determining the number of outstanding shares
of Voting Capital Stock of the Company was August 6, 2001, (the "Record
Date").
Outstanding Voting Stock of the Company
- ---------------------------------------
As of the Record Date, there were 2,127,500 shares of Common Stock issued
and outstanding. The Common Stock constitutes the outstanding class of voting
securities of the Company. Each share of Common Stock entitles the holder to
one (1) vote on all matters submitted to the shareholders.
Security Ownership of Certain Owners and Management
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The following Table sets forth the Common Stock ownership information as
of August 6, 2001, with respect to (i) each person known to the Company to be
the beneficial owner of more than 5% of the Company's Common and Preferred
Stock, (ii) each director of the Company, (iii) each person intending to file
a written consent to the adoption of the Amendment described herein, and (iv)
all directors, executive officers and designated shareholders of the Company
as a group. This information as to beneficial ownership was furnished to the
Company by or on behalf of each person named. Unless otherwise indicated, the
business address of each person listed is.
Table 1. Beneficial Ownership (a)
Shares Beneficially Owned Percent of Class
------------------------- ----------------
Steven Yeich(1)(2) 1,000,000 47.0%
Doug Davidson(2)(3) 200,000 9.4%
Tracy Yeich (1)(2) 100,000 4.7%
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Directors and Officers
as a Group 1,100,000 51.7%
(1) Directors and Officers
(2) Consenting shareholder
(3) 5% Beneficial shareholder
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Purpose and Effect of the Name Change
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Our board of directors believes that the new corporate name change to
Nuclear Solutions, Inc. will reflect our change in business direction. The
new corporate name will promote public recognition and more accurately
reflect our new business focus.
Purpose and Effect of the Increase in Authorized Common Stock
- -------------------------------------------------------------
The proposed increase in our authorized common stock increasing the
number of common shares from 15,000,000 to 100,000,000 will enable the Company
to have sufficient shares for financing and acquisition opportunities. This
change will not affect the relative rights or privileges of our common stock
shareholders. The newly authorized common stock will have the same rights as
the presently authorized shares of Common Stock.
On August 8, 2001, the Company entered into an Asset Purchase Agreement
whereby it seeks to acquire, a Patent License Agreement (the, "License") from
Global Atomics, Inc. The Company agreed to issue 17,872,500 common shares
for the License. In connection with this License acquisition, 12,872,500
shares have been authorized for issuance with the balance of 5,000,000 shares
due upon completing the increase in authorized common stock.
There can be no assurance, nor can the Board of Directors of the Company
predict what effect, if any, the proposed increase in the authorized common
stock will have on the market price of the Company's common stock.
No Dissenter's Rights
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Under Nevada Law, our dissenting shareholders are not entitled to
appraisal rights with respect to our amendment, and we will not independently
provide our shareholders with any such right.
Conclusion
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As a matter of regulatory compliance, we are sending you this Information
Statement which describes the purpose and effect of the Amendment. Your
consent to the Amendment is not required and is not being solicited in
connection with this action. This Information Statement is intended to provide
our stockholders information required by the rules and regulations of the
Securities Exchange Act of 1934.
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
For the Board of Directors of
Date: August 20, 2001 Stock Watch Man, Inc.
/s/ Steven Yeich
----------------
By: Steven Yeich
Title: President/Chairman of the Board
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Exhibit "A"
Proposed Amendment to the Articles of Incorporation
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
STOCK WATCH MAN, INC.
Pursuant to the provisions of the Nevada Revised Statutes (NRS), Chapter
78, the following Certificate of Amendment is submitted for filing:
ARTICLE I is hereby amended to read as follows:
Name
----
The name of this corporation is NUCLEAR SOLUTIONS, INC.
ARTICLE IV is hereby amended to read as follows:
Authorized Stock
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4.1 Authorized Stock. The corporation will have authority to issue
One Hundred Ten Million (110,000,000) shares of stock in the aggregate. These
shares will be divided into two classes and designated as follows:
(a) One Hundred Million (100,000,000) shares of Common Stock, par value:
$0.0001 per share which is non-assessable.
(b) Ten Million (10,000,000) shares of Preferred Stock, par value: $0.001
per share which may be issued in various series.
All the shares may be issued by the corporation from time to time and for such
consideration as may be determined upon and fixed by the board of directors
not inconsistent with law, shall be deemed fully paid. There will be no
cumulative voting, no preferences, limitations or pre-emptive rights.
This amendment has been consented to and approved by the unanimous vote
of the board of directors and a majority of stockholders holding at least a
majority of each class of stock outstanding and entitled to vote thereon.
Dated this _____ day of , 2001.
By: __________________________
Title: President
By: __________________________
Title: Secretary