SCHEDULE 14C INFORMATION
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 (as permitted by
Rule 14-c5(d)(2))
/X/ Definitive Information Statement
DYNAMIC INTERNATIONAL INC.
(Name of Registrant As Specified In Charter)
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:
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2) Aggregate number of securities to which transaction applies:
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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):
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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.
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DYNAMIC INTERNATIONAL, INC.
58 Second Avenue
Brooklyn, New York 11215
INFORMATION STATEMENT
This Information Statement is furnished by the Board of Directors of Dynamic
International, Inc., a Nevada corporation (the "Company"), to inform the
shareholders of the Company of the approval of certain corporate action. This
Information Statement will be mailed on or about February 24, 2005 to all
holders of record of Common Stock ("Common Stock") of the Company. The record
date for determining shareholders entitled to receive this Information Statement
has been established as the close of business on February 14, 2005. As of
February 14, 2005, the Company had outstanding and entitled to vote 4,418,102
shares of Common Stock. Specifically, this Information Statement relates to the
following corporate action:
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
REVERSE SPLIT
The Board of Directors of the Company and the holders of a majority of
the shares entitled to vote thereon have adopted by written consent in lieu of a
meeting resolutions to reverse split the Common Stock on a one (1) for five
hundred ten (510) basis (the "Reverse Split"). As a result of the Reverse Split,
the record date of which is March 18, 2005 (the "Record Date"), (A) each five
hundred ten (510) shares of Common Stock owned by any shareholder on the Record
Date will be one share of Common Stock, and (B) any number of shares less than
five hundred ten (510) owned by a shareholder on the Record Date, will be deemed
to be a fractional share interest (a "Fractional Share Interest"). A Fractional
Share Interest shall constitute the right to receive payment in cash from the
Company in an amount calculated in the manner described below.
All Fractional Share Interests that result from the Reverse Split will
be purchased by the Company for cash. The Board has set the total value of the
Company ("Dynamic's Value") at $423,158.00 representing its book value as of
December 31, 2004. The Board did not obtain a fairness report, opinion,
appraisal or other independent assessment of the value of the Company. Each
shareholder who owns a Fractional Share Interest as a result of the Reverse
Split will be paid an amount equal to the product of that Fractional Share
Interest multiplied by a value (the "Per Share Value") obtained by dividing
Dynamic's Value by a fraction, the numerator of which is the total number of
shares of Common Stock outstanding on the Record Date and the denominator of
which is 510. Based upon the number of shares outstanding as of February 14,
2005, the Per Share Value is $47.57. Management does not anticipate the
occurrence of any transactions which would result in any change, between
February 14, 2005 and the Record Date, of the number of outstanding shares of
Common Stock. Accordingly, management projects that the Per Share Value as of
the Record Date will be $47.57. Based upon this projection, a total of
$26,428.32 is anticipated to be paid by the Company to holders of Fractional
Share Interests.
The purpose of this action is to enable the Company to discontinue the
filing of periodic and other reports with the Securities and Exchange Commission
("SEC") and to relieve it of the costs and other burdens of being a public
reporting company. The professional and other fees associated with complying
with the reporting requirements are, in the judgment of the Board, not warranted
at the present time in light of the fact that the Company receives no
significant benefit from being a reporting company under the Securities Exchange
Act of 1934 ("1934 Act") and is not listed on any national securities exchange
nor authorized to be quoted on any inter-dealer quotation system. The Rules of
the SEC under the 1934 Act permit a reporting company that has fewer that five
hundred (500) shareholders of record to file a form with the SEC eliminating its
reporting requirements. The Board has projected that the Reverse Split and the
purchase of the Fractional Share Interests will cause the Company to have
approximately three hundred fifty (350) shareholders as of March 19, 2005, the
date after the Record Date. Currently, the Company has no plans to enter into
additional transactions which would have the effect of further reducing the
number of shareholders. The Board has authorized its officers to take the
necessary additional steps to terminate the Company's filing and reporting
requirements under the 1934 Act as soon as practicable following the Reverse
Split. Following the Reverse Split and termination of our public reporting, the
Company will operate as a private company.
After the Reverse Split, shareholders will have no rights as
shareholders with respect to the pre-Split shares of Common Stock or the
fractional shares that would have resulted from a reverse stock split if the
Board had not authorized the issuance of Fractional Share Interests representing
the right to receive a cash payment.
As stated above, the Board has set the price at which Fractional Share
Interests will be purchased for cash based on the Company's book value of
$423,158. A shareholder who feels aggrieved by that determination can exercise
dissenter's appraisal rights under Nevada law. A notice regarding the rights of
dissenting shareholders is set forth below.
APPROVAL NOT REQUIRED
The Board of Directors of the Company has unanimously approved the
Reverse Split. Holders of record of 2,842,977 shares of the Common Stock,
representing 64.4% of all shares of Common Stock outstanding have consented to
the Reverse Split. No further corporate action is required under Nevada law for
the implementation of the Reverse Split.
SURRENDER OF STOCK CERTIFICATES; PAYMENT
After the Record Date, American Stock Transfer and Trust Company, acting
as exchange agent for the Company, will send each shareholder of record a Letter
of Transmittal. The Letter of Transmittal will contain instructions for the
surrender of stock certificates in exchange for new certificates and the payment
of the cash consideration for any Fractional Share Interest. No payment will be
made in respect of any Fractional Share Interest until the shareholder has
surrendered his or her outstanding certificates, together with a completed
Letter of Transmittal in accordance with the instructions provided. Please do
not forward your certificates to the Company until you receive the Letter of
Transmittal.
Dated: February , 2005
Brooklyn, New York
NOTICE OF RIGHTS OF DISSENTING STOCKHOLDERS
Under Nevada Law, a stockholder is entitled to dissent from the
corporation's determination of the amount of cash to be paid in lieu of the
issuance of fractional shares and obtain cash payment for the fair value of his
or her fractional share interests. Any consideration that you receive for your
Fractional Share Interests through the exercise of your dissenters' rights could
be more or less than you would have received based upon the determination made
by Dynamic's Board of Directors. To exercise your dissenters' rights, you must
follow certain procedures under Nevada Law. If you do not follow these
procedures exactly, you could lose your dissenters' rights.
Below is a description of the steps you must take if you wish to exercise
dissenters' rights under Nevada Revised Statutes ("NRS") Sections 92A.300 to
92A.500, the Nevada dissenters' rights statute, with respect to the Per Share
Value established by Dynamic for the Fractional Share Interests to be issued in
connection with the Reverse Split. This description is not intended to be
complete. If you are considering exercising your dissenters' rights with respect
to the Per Share Value, you should review NRS Sections 92A.300 to 92A.500
carefully, particularly the steps required to perfect dissenters' rights.
Failure to take any one of the required steps may result in termination of your
dissenters' rights under Nevada Law. If you are considering dissenting, you
should consult with your own legal advisor.
If you elect to dissent, you must, by no later than April 14, 2005, file a
written objection stating your intention to demand payment of fair value for
your Fractional Share Interests. The written objection should be sent to Dynamic
International, 58 Second Avenue, Brooklyn, New York 11215, Attention: Secretary.
Registered Mail, Return Receipt Requested is recommended. The objection shall
include (i) a notice of election to dissent, (ii) the stockholder's name and
residence address, (iii) the Fractional Share Interest issued to the
stockholder, (iv) a demand for a payment of the fair value of the Fractional
Share Interest, and (v) a certification as to whether you or the beneficial
owner on whose behalf you are dissenting, as the case may be, acquired
beneficial ownership of the shares before the date of the Information Statement
to which this notice relates. Together with the written demand by April 14,
2005, you must submit certificates representing all of the shares of Dynamic
stock to which the demand relates to Dynamic International, Inc. or its transfer
agent for the purpose of affixing a notation indicating that a demand for
payment has been made.
When required by the Nevada dissenters' rights statutes, after receiving
your properly executed payment demand, we will pay you what we determine to be
the fair value of your Fractional Share Interest, plus accrued interest
(computed from the effective date of the Reverse Split until the date of
payment).
We may elect to withhold payment from you if you became the beneficial owner
of the shares on or after the date of the Information Statement. If we withhold
payment, after the Record Date of the Reverse Split, we will estimate the fair
value of the shares, plus accrued interest, and offer to pay this amount to you
in full satisfaction of your demand. The offer will contain a statement of our
estimate of the fair value, an explanation of how the interest was calculated,
and a statement of dissenters' rights to demand payment under NRS Section
92A.480.
If you believe that the amount we pay in exchange for your dissenting shares
is less than the fair value of your shares or that the interest is not correctly
determined, you can demand payment of the difference between your and our
estimate. You must make such demand within 30 days after we have made or offered
payment; otherwise, your right to challenge calculation of fair value
terminates.
If there is still disagreement about the fair market value within 60 days
after we receive your demand, we will petition the District Court of Carson
City, Nevada to determine the fair value of the Fractional Share Interests and
the accrued interest. If we do not commence such legal action within the 60-day
period, we will have to pay the amount demanded for all unsettled demands. All
dissenters whose demands remain unsettled will be made parties to the
proceeding, and are entitled to a judgment for either the amount of the fair
value of their fractional share interests, plus interest, in excess of the
amount we paid; or the fair value, plus accrued interest, of the after-acquired
fractional share interests for which we withheld payment.
FAILURE TO FOLLOW THE STEPS REQUIRED BY NRS SECTIONS 92A.400 THROUGH 92A.480 FOR
PERFECTING DISSENTERS' RIGHTS MAY RESULT IN THE LOSS OF SUCH RIGHTS.