SHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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
E-REX, 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 O-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 O-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 O-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:
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
INFORMATION STATEMENT
INTRODUCTION
This information statement is being mailed or otherwise furnished to
stockholders of E-Rex, Inc., a Nevada corporation (the "Company") in connection
with the unanimous approval by the Board of Directors of the Company and
approval by written consent of the holders of a majority of the Company's Common
Stock (the "Voting Capital Stock") of a proposal (the "Proposal") to approve an
amendment (the "Amendment") to the Articles of Incorporation of the Company to
increase the authorized common stock from 100,000,000 shares, par value $0.001,
to 250,000,000 shares, par value $0.001. This information statement is being
first sent to stockholders on or about August 30, 2002. The Company anticipates
that the Amendment will become effective on or about September 20, 2002.
VOTE REQUIRED
The vote that is required to approve the Proposal is the affirmative vote
of shareholders representing a majority of the shares which are entitled to vote
on such matters.
The record date for purposes of determining the number of outstanding
shares of common stock of the Company, and for determining stockholders entitled
to vote, is the close of business on August 12, 2002 (the "Record Date"), the
business day after the Board of Directors of the Company adopted the resolution
approving and recommending the Proposal. As of the Record Date, the Company had
97,910,757 shares of common stock outstanding, and no shares of preferred stock
outstanding. Holders of the shares have no preemptive rights. All outstanding
shares are fully paid and nonassessable. The transfer agent for the common
stock is Nevada Agency & Trust Company, 50 West Liberty, Suite 880, Reno, NV
89501, telephone number (775) 322-0626.
VOTE OBTAINED - SECTION 78.320 NEVADA REVISED STATUTES
Section 78.320 of the Nevada Revised Statutes (the "Nevada Law") provides
that the written consent of the holders of the outstanding shares of voting
stock, having not less than the minimum number of votes which would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, may be substituted for such a meeting.
Pursuant to Section 78.390 of the Nevada Revised Statutes, a majority of the
outstanding voting shares of stock entitled to vote thereon is required in order
to amend the Articles of Incorporation. In order to eliminate the costs and
management time involved in obtaining proxies and in order to effect the
Amendment as early as possible in order to accomplish the purposes of the
Company as hereafter described, the Board of Directors of the Company voted to
utilize the written consent of the holders of a majority of the voting power of
the Company.
Pursuant to Section 78.370 of the Nevada Revised Statutes, the Company is
required to provide prompt notice of the taking of the corporate action without
a meeting to the stockholders of record who have not consented in writing to
such action. This Information Statement is intended to provide such notice. No
dissenters' or appraisal rights under the Nevada Law are afforded to the
Company's stockholders as a result of the approval of the Proposals.
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PROPOSAL ONE
TO AMEND THE ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK
FROM 100 MILLION SHARES TO 250 MILLION SHARES
GENERAL
On August 11, 2002, the Board of Directors approved, subject to stockholder
approval, an Amendment to the Company's Articles of Incorporation to effectuate
an increase in the authorized common stock from 100 million shares with a par
value of $0.001 to 250 million shares with a par value of $0.001. A copy of the
proposed amendment to the Articles of Incorporation is attached to this
Information Statement as Appendix A.
AMENDMENT TO INCREASE NUMBER OF AUTHORIZED SHARES
On August 11, 2002, the Board of Directors of the Company approved,
declared it advisable and in the Company's best interests and directed that
there be submitted to the holders of a majority of the Company's voting stock
for action by written consent the proposed amendment to Article 4 of the
Company's Articles of Incorporation to effectuate an increase in authorized
common stock from 100 million shares with a par value of $0.001 to 250 million
shares with a par value of $0.001. The Board of Directors has fixed the close
of business on August 12, 2002 as the record date for the determination of
shareholders who are entitled to give consent and receive this Information
Statement. As of the record date, the Company had outstanding 97,910,757 shares
of common stock held by approximately 230 shareholders of record and no shares
of preferred stock were outstanding.
The Board of Directors believes that it is advisable and in the Company's
best interests to have available additional authorized but unissued shares of
common stock in an amount adequate to provide for the Company's future needs.
The additional shares will be available for issuance from time to time by the
Company in the discretion of the Board of Directors, normally without further
stockholder action (except as may be required for a particular transaction by
applicable law, requirements of regulatory agencies or by stock exchange rules),
for any proper corporate purpose including, among other things, future
acquisitions of property or securities of other corporations, stock dividends,
stock splits, stock options, convertible debt and equity financing. The
availability of additional authorized but unissued shares will be achieved by
effectuating an increase in the number of authorized shares of common stock from
100 million to 250 million shares. This step is necessary, in the judgment of
the Board of Directors, in order to raise additional capital and carry out the
Company's business objectives.
CERTAIN MATTERS RELATED TO THE PROPOSAL
The Amendment will become effective upon filing the Amendment to the
Company's Articles of Incorporation, anticipated to be approximately twenty-one
(21) days after this Information Statement has been distributed to the Company's
stockholders.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of August 12, 2002, certain information
with respect to the Company's equity securities owned of record or beneficially
by (i) each Officer and Director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all Directors and Executive Officers as a group.
Name and Address of
Beneficial Owner. . . . . . . . . . . . Amount and Nature of Beneficial Ownership Percentage of Class (1)
- --------------------------------------- ------------------------------------------ -----------------------
Donald A. Mitchell. . . . . . . . . . . 800,000 (2) *
Carl E. Dilley. . . . . . . . . . . . . 30,568,416 (2)(5) 23.8%
Joseph Pacheco. . . . . . . . . . . . . 700,000 (3) *
Swartz Private Equity, LLC
300 Colonial Center Parkway, Suite 300
Roswell, Georgia 30076 . . . . . . . . 2,700,000 (4) 2.7%
All directors and officers 24.6%
as a group (3 persons). . . . . . . . . 31,708,416 (2)(3)
* Represents less than 1%.
(1) Based on 97,910,757 shares outstanding.
(2) Includes options issued to each of Mr. Dilley and Mr. Mitchell to
acquire 200,000 shares of common stock at $0.40, 100,000 shares at $0.75 per
share, and 100,000 shares at $0.15 per share.
(3) Includes shares held of record by Capricorn Investments, of which
Mr. Pacheco is the controlling member.
(4) Includes 2,700,000 shares issuable upon exercise of the outstanding
warrant issued to Swartz in connection with the investment agreement. Swartz
has the right to acquire up to an additional 30,000,000 shares of our common
stock under certain circumstances. It is expected that Swartz will not own
beneficially more than 9.99% of our outstanding common stock at any one time.
The beneficial owners of Swartz Private Equity, LLC are Eric S. Swartz and
Michael C. Kendrick.
(5) Includes warrants issued to Mr. Dilley to acquire 30,166,666 shares of
common stock at $0.0042 per share. The Company can buy all of these warrants
from Mr. Dilley at any time for $62,000.
The Company believes that the beneficial owners of securities listed above,
based on information furnished by such owners, have sole investment and voting
power with respect to such shares, subject to community property laws where
applicable. Beneficial ownership is determined in accordance with the rules of
the Commission and generally includes voting or investment power with respect to
securities. Shares of stock subject to options or warrants currently
exercisable, or exercisable within 60 days, are deemed outstanding for purposes
of computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any other
person.
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COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than
ten percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
To the Company's knowledge, as of the date of this Information Statement,
all officers and directors are in the process of completing initial
questionnaires for the completion of the appropriate forms to be filed, and they
are currently being prepared.
By order of the Board of Directors
/s/ Carl E. Dilley
_______________________________
Carl E. Dilley, President
Miami, Florida
August 30, 2002
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APPENDIX A
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
E-REX, INC.
(Pursuant to NRS 78.385 and 78.390 - after issuance of stock)
The undersigned being the President and Secretary of E-Rex, Inc., a Nevada
Corporation, hereby certifies that by unanimous vote of the Board of Directors
obtained on August 11, 2002 and a majority vote of the stockholders obtained on
September ___, 2002, it was voted that this Certificate of Amendment of Articles
of Incorporation be filed.
The undersigned further certifies that ARTICLE "FOUR" of the Articles of
Incorporation, originally filed on August 26, 1986, and as amended, are amended
to read as follows:
ARTICLE "FOUR" is hereby amended to read as follows:
"The total authorized capital stock of the Corporation shall consist of two
hundred fifty million (250,000,000) shares of Common Stock with a par value of
$0.001."
The undersigned hereby certifies that he has on this ___th day of
September, 2002 executed this Certificate amending the Articles of Incorporation
heretofore filed with the Secretary of State of Nevada.
_______________________________________
Carl E. Dilley, President and Secretary
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