UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
(RULE 14C-101)
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:
[X] Preliminary Information Statement
-
[_] Confidential, for Use of the Commission Only [as permitted by Rule
14c-5(d)(2)]
[_] Definitive Information Statement
RESCON TECHNOLOGY CORPORATION
------------------------------
(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:
(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 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 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: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
RESCON TECHNOLOGY CORPORATION
1500 Market Street, 12th Floor, East Tower
Philadelphia, PA 19102
NOTICE OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS TO BE
EFFECTIVE ________________, 2004
Dear Stockholder:
We are notifying our stockholders of record on November 2, 2004, that
the holders of a majority of the voting power of ResCon Technology
Corporation, a Nevada corporation (the "Company"), have approved the
following actions by written consent in lieu of a special meeting, to be
effective _____________, 2004, or within ten (10) days thereof:
1. A subdivision of the issued and outstanding common stock of the
Company (a reverse split) at a ratio of one (1) share for each five
and nine/tenths (5.9) shares of common stock issued and outstanding.
2. To authorize an amendment to the Certificate of Incorporation
to change the name of the Company on or before November 24, 2004, to a
name to be selected by the Board of Directors in its discretion.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
An information statement containing a detailed description of the
matters to be adopted by written consent in lieu of a special meeting of
stockholders accompanies this notice. You are urged to read the
information statement in its entirety for a description of the actions to
be taken by the holders of a majority of the voting power of the Company.
The Company will first mail this information statement to stockholders
on or about November ___, 2004.
By Order of the Board of Directors,
November __, 2004 ______________________________________________
Henrik Klausgaard, Chief Executive Officer
RESCON TECHNOLOGY CORPORATION
1500 Market Street, 12th Floor, East Tower
Philadelphia, PA 19102
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS INFORMATION
STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
This Information Statement is being furnished to the stockholders of
ResCon Technology Corporation, a Nevada corporation (the "Company"), in
connection with the adoption of the Actions outlined above by the holders
of a majority of the Company's issued and outstanding shares of common
stock, par value $0.0001 per share ("Common Stock"). On November 2, 2004,
the Company's Board of Directors approved such Actions and recommended that
the Actions be ratified and approved by our stockholders. The majority
shareholders of the Company have consented in writing to the actions
described above and such approval and consent is sufficient under the
Nevada Corporate Law and our by-laws to approve these actions.
Accordingly, the above actions will not be submitted to our other
stockholders for a vote and this information statement is being furnished
to our other stockholders to inform them of the actions in accordance with
the provisions of the laws of the State of Nevada.
EXECUTIVE OFFICES
- -----------------
Our principal executive offices are located at 1500 Market Street,
12th Floor, East Tower, Philadelphia, PA 19102. Our telephone number is
(215) 246-3456.
OUTSTANDING SHARES AND VOTING RIGHTS
We propose to first send this Information Statement to our
stockholders on or about _____, 2004. The record date established by us
for purposes of determining (i) our stockholders entitled to vote for or
against the adoption of the Actions, (ii) the number of outstanding
shares of our Common Stock, and (iii) our stockholders entitled to
receive this Information Statement, is November 2, 2004 (the "Record
Date").
As of the Record Date, we had 24,591,091 shares of common stock issued
and outstanding, with each such share entitled to one vote with respect to
the Actions. We had no other issued and outstanding classes of stock
entitled to vote. The holders of 16,993,000 shares of our issued and
outstanding common stock, representing approximately 69% of the votes
entitled to be cast with regard to the spin-off, approved and adopted the
recommendation of our board of directors by written consent.
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PRINCIPAL SHAREHOLDERS; MANAGEMENT SHARE HOLDINGS
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. The following table sets
forth common stock ownership information as of the Record Date with
respect to (i) each person known to us to be the beneficial owner of
more than 5% of our issued and outstanding Common Stock; (ii) each of our
directors and executive officers; and (iii) all of our directors and
executive officers as a group.
Name and Address of Title of Amount and Nature of Percent of
Beneficial Owner Class Beneficial Owner Class
- ---------------------------------------------------------------------------
Henrik Klausgaard Common 723,000(1) 3%
1500 Market Street
12th Floor, East Tower
Philadelphia, PA 19102
Ilona Klausgaard Common 723,000(1) 3%
1500 Market Street
12th Floor, East Tower
Philadelphia, PA 19102
Tristan Voth-Stonger Common 570,000 2%
1500 Market Street
12th Floor, East Tower
Philadelphia, PA 19102
Christian Nigohossian Common 11,500,000(2) 47%
453 North Main Street
Suffield, CT 06078
Speed of Thought Corporation Common 5,416,000(2) 22%
25 Fairchild Ave, Suite 500
Plainview, NY 11803
Radical Technologies, Inc. Common 2,200,000 9%
825 Iron Latch Road
Framklin Lakes, NJ 07417
Ex-Pit, Inc. Common 2,000,000 8%
36 Vitosha Street
Floor 4
Sophia, Bulgaria 1000
- ---------------------------------------------------------------------------
All executive officers and directors
as a group: 1,293,000 5%
(3 persons)
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(1) Ilona Klausgaard holds 658,000 shares in her own name.
(2) Mr. Nigohossian holds 6,084,000 shares in his own name. Mr.
Nigohossian is the president and director of Speed of Thought Trading
Corporation and therefore, may be deemed to have voting control over the
5,416,000 shares held by Speed. Mr. Nigohossian is not a shareholder of
Speed of Thought.
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REVERSE STOCK SPLIT
On November 2, 2004, our Board of Directors voted to ratify, approve
and accept a subdivision of the issued and outstanding common stock of the
Company (a reverse split) at a ratio of one (1) share for each five and
nine tenths (5.9) shares of common stock currently issued and outstanding.
The majority shareholders of the Company have consented in writing to this
action. This reverse split shall take effect at the close of business on
____________, 2004 ("Effective Date") for shareholders of record as of the
close of business on November 2, 2004 (or a date within ten days thereof in
the discretion of the Board of Directors or as soon thereafter as approved
by NASD), effective at the close of business the same date. The split
shall occur electronically on the books of the Company's transfer agent and
at the time of deposit of the share certificates at any effected brokerage
house and it shall not be necessary for current shareholders to exchange
outstanding share certificates. Mechanically, the transfer agent affects
the reverse immediately on the books of the Company's transfer agent as of
the Effective Date. Existing certificates held by shareholders will
continue to represent pre-split shares and the effect of the reverse will
occur electronically.
REASONS FOR THE REVERSE STOCK SPLIT
-----------------------------------
The purpose of the reverse stock split is to increase the market price
per share of our common stock. The Board believes that by giving effect to
a reverse split, the resulting decrease in the number of shares outstanding
is likely to improve the trading price of our common stock. In addition,
the reduced number of issued and outstanding shares will enable the
Company to attract new businesses through mergers and/or acquisitions.
POTENTIAL RISKS OF THE REVERSE STOCK SPLIT
------------------------------------------
If the Board does effect a reverse stock split, there can be no
assurance that the bid price of our common stock will continue at a level
in proportion to the reduction in the number of outstanding shares
resulting from the reverse stock split and that the market price of
the post-split common stock can be maintained. The market price of our
common stock will also be based on our performance and other factors, many
of which are unrelated to the number of shares outstanding. If the reverse
stock split is affected and the market price of our common stock declines,
the percentage decline as an absolute number and as a percentage of our
overall capitalization may be greater than would occur in the absence of a
reverse stock split. Furthermore, liquidity of our common stock could be
adversely affected by the reduced number of shares that would be
outstanding after the reverse stock split.
POTENTIAL EFFECTS OF THE REVERSE STOCK SPLIT
--------------------------------------------
Pursuant to the reverse stock split, each holder of shares of our
common stock, par value $0.0001 per share, as of the Effective Date of the
reverse stock split will become a holder of a lesser number of shares our
common stock, par value $0.0001 per share, after consummation of the
reverse stock split.
ACCOUNTING MATTERS
------------------
The reverse stock split will not affect the par value of our common
stock. As a result, on the effective date of the reverse stock split, the
stated par value capital on our balance sheet attributable to our common
stock will be reduced and the additional paid-in capital account shall be
credited with the amount by which the stated capital is reduced. The per
share net income or loss and net book value per share of our common stock
will be increased because there will be fewer shares of our common stock
outstanding.
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EFFECT ON AUTHORIZED AND OUTSTANDING SHARES
-------------------------------------------
We are currently authorized to issue a maximum of 100,000,000 shares
of common stock. As of the record date, there were 24,591,091 shares of
our common stock issued and outstanding, or held as treasury shares.
Although the number of authorized shares of common stock is not to change
as a result of the reverse stock split, the number of shares of common
stock issued and outstanding, or held as treasury shares, will be reduced
to a number that will be approximately equal to the number of shares of our
common stock issued and outstanding, or held as treasury shares,
immediately prior to the effectiveness of the reverse stock split, divided
by the ratio of the reverse.
With the exception of the number of shares issued and outstanding, or
held as treasury shares, the rights and preferences of the shares of our
common stock prior and subsequent to the reverse stock split will remain
the same. Following the Effective Date of the reverse stock split, it is
not anticipated that our financial condition, the percentage ownership of
management, the number of our stockholders, or any aspect of our current
business would materially change as a result of the reverse stock split.
The reverse stock split will be affected simultaneously for all of our
common stock and the exchange ratio will be the same for all of our common
stock. The reverse stock split will affect all of our stockholders
uniformly and will not affect any stockholder's percentage ownership
interests in the Company, except to the extent that the reverse stock split
results in any of our stockholders owning a fractional share. See
"Fractional Shares." Common stock issued and outstanding after the reverse
stock split will remain fully paid and non-assessable.
The Reverse Split may result in some shareholders owning "ODD-LOTS" of
less than 100 shares. Brokerage commissions and other costs of
transactions in odd-lots may be higher, particularly on a per-share
basis, than the cost of transactions in even multiples of 100 shares.
Our common stock is currently registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as a
result, we are subject to periodic reporting and other requirements. The
proposed reverse stock split will not affect the registration of our common
stock under the Exchange Act.
EFFECT ON OPTIONS, WARRANTS AND OTHER SECURITIES
------------------------------------------------
In addition, all outstanding options, warrants and other securities
entitling their holders to purchase shares of our common stock will be
adjusted as a result of the reverse stock split, as required by the terms
of these securities. In particular, the conversion ratio for each
instrument would be reduced, and the exercise price, if applicable, would
be increased, in accordance with the terms of each instrument and based on
the exchange ratio of the reverse stock split. None of the rights
currently accruing to holders of the common stock, options, warrants or
other securities convertible into common stock would be affected by the
reverse stock split.
INCREASE OF SHARES OF COMMON STOCK AVAILABLE FOR FUTURE ISSUANCE
----------------------------------------------------------------
As a result of the reverse stock split, there will be a reduction in
the number of shares of common stock issued and outstanding, however,
because the number of authorized shares are not being reduced, there will
be a corresponding increase in the number of authorized shares that will be
unissued and available for future issuance following the reverse stock
split. As such, should the Board determine to issue more common stock in
the future, the increased number of shares of common stock available for
issuance due to the Reverse Split may result in the dilution of the
currently outstanding common stock.
The increase in available unissued shares could be used for any proper
corporate purpose approved by the Board including, among other purposes,
financing future transactions.
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POTENTIAL ANTI-TAKEOVER EFFECT
------------------------------
Although the increased proportion of unissued authorized shares to
issued shares could, under certain circumstances, have an anti-takeover
effect (for example, by permitting issuances that would dilute the stock
ownership of a person seeking to effect a change in composition of the
Board of the Company or contemplating a tender offer or other transaction
for the combination of the Company with another company), the reverse stock
split proposal is not being proposed in response to any effort of which we
are aware to accumulate shares of Company common stock or obtain control
of the Company. Other than the reverse stock split, our Board does not
currently contemplate recommending the adoption of any other amendments to
our Articles of Incorporation that could be construed to affect the ability
of third parties to take over or change the control of the Company.
FRACTIONAL SHARES
-----------------
We will not issue fractional shares in connection with the reverse
stock split. Instead, any fractional share that results from the reverse
stock split will be rounded up to the next whole share. We are doing this
so that we may avoid the expense and inconvenience of issuing and
transferring fractional shares of our common stock as a result of the stock
split. The shares do not represent separately bargained for consideration.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
---------------------------------------
The following discussion summarizing certain federal income tax
consequences is based on the Internal Revenue Code of 1986, as amended, the
applicable Treasury Regulations promulgated thereunder, judicial authority
and current administrative rulings and practices in effect on the date of
this Information Statement. This discussion is for general information
only and does not discuss consequences that may apply to special classes of
taxpayers (e.g., non-resident aliens, broker-dealers, or insurance
companies). Stockholders are urged to consult their own tax advisors to
determine the particular consequences to them.
The receipt of the common stock following the effective date of the
reverse stock split, including whole shares issued in lieu of fractional
shares, solely in exchange for the common stock held prior to the reverse
stock split will not generally result in a recognition of gain or loss to
the stockholders. The adjusted tax basis of a stockholder in the common
stock received after the reverse stock split will be the same as the
adjusted tax basis of the common stock held prior to the reverse stock
split exchanged therefore, and the holding period of the common stock
received after the reverse stock split will include the holding period of
the common stock held prior to the reverse stock split
exchanged therefore. No gain or loss will be recognized by the Company as
a result of the reverse stock split.
APPRAISAL RIGHTS
----------------
No appraisal rights are available under the Nevada Corporate Code or
under our Articles of Incorporation or by-laws to any stockholder who
dissents from the proposal to approve the amendment to the Articles of
Incorporation to affect the reverse stock split.
6
CHANGE OF CORPORATE NAME
On November 2, 2004, our Board of Directors voted to ratify, approve
and accept the authorization of an amendment to the Articles of
Incorporation of the Company to change the name of the Company on or before
December 31, 2004, to a name to be selected by the Board of Directors in
its discretion. The majority shareholders of the
Company have consented in writing to this action. Authorizing the Board of
Directors to amend the Company's Articles of Incorporation to change the
Company's name without additional approval from the shareholders would be
in the best interest of the Company and its stockholders since the Company
would not have to incur the costs of holding a special meeting or of
soliciting proxies or consents from additional stockholders in connection
with such an action.
Approval and adoption of an amendment to the Articles of Incorporation
to change the Company's name will have no immediate effect on the
shareholders of the Company either presently or at the time of change. No
substitution of stock certificates will be required on the part of the
existing stockholders of the Company at such time. A name change will also
result in a change of our trading symbol that will be designated by the
National Association of Securities Dealers ("NASD") at the appropriate
time. Additionally, a new CUSIP number will be issued by the CUSIP Service
Bureau after such change.
ADDITIONAL INFORMATION
Additional information concerning the Company, may be obtained by
written request addressed to ResCon Technology Corporation, 1500 Market
Street, 12th Floor, East Tower, Philadelphia, PA 19102.
By order of the Board of Directors of:
ResCon Technology Corporation
November __, 2004 ______________________________________________
Henrik Klausgaard, Chief Executive Officer
7
Annex A
AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
RESCON TECHNOLOGY CORP.
ResCon Technology Corp., a corporation organized under the laws of the
State of Nevada, on July 14, 1999, hereby adopts the following Articles of
Amendment to its Articles of Incorporation pursuant to the provisions of
Chapter 78 of Nevada Revised Statutes (the "Statute"), Sections 78.385 and
78.390.
The Articles of Incorporation shall be amended to read as follows:
I
ARTICLE I
The name of the corporation is: _______________________________
(hereinafter, the "Corporation").
II
ARTICLE VI
On or about November 2, 2004, the shareholders of the Corporation
approved a one (1) for five and nine-tenths (5.9) reverse split of the
issued and outstanding shares of the Corporation. The authorized common
shares and par value of said shares will remain unchanged. Any fractional
shares resulting from the reverse split will be rounded to the next whole
share. Following the reverse split there were approximately 4,167,980
common shares of the Corporation issued and outstanding.
III
The number of common shares issued and outstanding in the Corporation
prior to the reverse split and entitled to vote on the amendment was
24,591,091. The number of shares that voted in favor of the above
amendments was 16,993,000. The number of shares that voted against the
above amendments was 0. The reverse split shall have an effective date on
or about ____________, 2004.
IN WITNESS HEREOF, this Amendment to the Articles of Incorporation
have been executed on this __ day of November, 2004
By: ________________________________
Henrik Klausgaard, President
By: ________________________________
Ilona Klausgaard, Secretary
STATE OF PENNSYLVANIA )
:ss.
COUNTY OF ___________ )
On the ____ day of November, 2004, personally appeared before me, a
Notary Public, Henrik Klausgaard and Ilona Klausgaard, who acknowledged
that they are respectively the President and Secretary of ResCon Technology
Corp., and that they are authorized to and did execute the above
instrument.
_________________________________
Notary Public My Commission Expires: _____________
2