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
14c-5(d)(2))
[ ] Definitive Information Statement
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TRIDENT SYSTEMS INTERNATIONAL, INC.
(Name of Registrant As Specified In Charter)
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[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: Common Stock,
$0.0001 par value
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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.
1)Amount Previously Paid:
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2)Form, Schedule or Registration Statement No.:
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4)Date Filed:
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TRIDENT SYSTEMS INTERNATIONAL, INC.
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3592 ROUTE 22 W
WHITEHOUSE, NEW JERSEY 08888
INFORMATION STATEMENT
(PRELIMINARY)
DECEMBER __, 2002
GENERAL INFORMATION
This Information Statement has been filed with the Securities and Exchange
Commission and is being furnished, pursuant to Section 14C of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), to the holders (the
"Stockholders") of the common stock, par value $.0001 per share (the "Common
Stock"), of Trident Systems International, Inc., a Nevada Corporation (the
"Company"), to advise you of an action which has already been approved by a
majority in interest of the stockholders of the Company (the "Action"), namely,
an amendment to the Company's Certificate of Incorporation (the "Amendment")
which changes the name of the Company to "AAMPRO Group, Inc."
The Company's Board of Directors, on November 20, 2002, approved the
Amendment and recommended that the Amendment be approved by written consent of a
majority in interest of our stockholders.
In order to accelerate the filing of the Amendment and to reduce the costs
of obtaining stockholder approval, our Board of Directors elected to obtain such
approval by utilizing the written consent of the holders of a majority in
interest of our Common Stock (the "Consent"). The elimination of the need for a
special meeting of stockholders to approve the Amendment is made possible by
Chapter 78 of the Nevada Revised Statutes (referred to herein as the "Nevada
Corporation Act" or the "NCA") which provides that the written consent of the
holders of outstanding shares of voting capital 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 special meeting.
On or about November 21, 2002, Stockholders, who own in the aggregate
9,682,000 shares of our Common Stock, representing approximately 82.7% of our
outstanding shares (the "Majority Stockholders"), give their written consent to
the adoption of the Action. The proposed Amendment will become effective when
filed with the Secretary of State of the State of Nevada.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY.
ACTION TO BE TAKEN
THE NAME CHANGE
The proposed change of the Company's name to "AAMPRO Group, Inc." is
intended to more clearly convey a sense of the Company's business after the
acquisition by the Company of Professional Employer Consulting Services, Inc.
dba AAMPRO. The form of Amendment to the Articles of Incorporation that will be
filed with the Nevada Secretary of State is attached hereto as Exhibit A. The
name change will become effective upon the filing of the Amendment.
RECORD DATE
The close of business December 9, 2002, has been fixed as the record date
for the determination of stockholders entitled to receive this Information
Statement.
EXPENSES OF INFORMATION STATEMENT
The expenses of mailing this Information Statement will be borne by the
Company, including expenses in connection with the preparation and mailing of
this Information Statement and all documents that now accompany or may hereafter
supplement it. It is contemplated that brokerage houses, custodians, nominees,
and fiduciaries will be requested to forward the Information Statement to the
beneficial owners of the Common Stock held of record, on the Record Date, by
such persons and that the Company will reimburse them for their reasonable
expenses incurred in connection therewith.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information including annual
and quarterly reports on Form 10-KSB and 10-QSB (the "1934 Act Filings") with
the Securities and Exchange Commission (the "Commission"). Reports and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained at the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon
written request addressed to the Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a web site on the Internet (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the Commission through the Electronic Data Gathering,
Analysis and Retrieval System ("EDGAR").
The following documents as filed with the Commission by the Company are
incorporated herein by reference:
(1) Amended Quarterly Reports on Form 10-QSB for the quarters ended
March 31, 2002, June 30, 2002 and September 30, 2002; and
(2) Annual Report on Form 10-KSB for the year ended December 31, 2001.
OUTSTANDING VOTING SECURITIES
As of the date of the Consent by the Majority Stockholders, November 21,
2002, the Company had 11,700,000 shares of Common Stock issued and outstanding,
and there were no shares of Preferred Stock authorized. Each share of
outstanding Common Stock is entitled to one vote on matters submitted for
Stockholder approval.
On November, 21 2002, the holders of 9,682,000shares (or approximately
82.7% of the 11,700,000 shares of Common Stock then outstanding) executed and
delivered to the Company a written consent approving the Amendment. Since the
Amendment has been approved by the Majority Stockholders, no proxies are being
solicited with this Information Statement.
The NCA provides in substance that unless the Company's Articles of
Incorporation provides otherwise, stockholders may take action without a meeting
of stockholders and without prior notice if a consent or consents in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which all shares entitled to vote thereon were
present.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information concerning the ownership of
Common Stock with respect to stockholders who were known to the us to be
beneficial owners of more than 5% of the Common Stock as of the date hereof, and
officers and directors as a group. Unless otherwise indicated, the beneficial
owner has sole voting and investment power with respect to such shares of Common
Stock.
Shareholder Number of Common Shares Percentage Ownership
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Stephen Farkas 9,682,000 82.7%
All officers and directors
as a group 9,682,000 82.7%
NO RIGHTS OF APPRAISAL
The Stockholders have no right under the NCA, the Company's Articles of
Incorporation or By-Laws to dissent from any of the provisions adopted in the
Amendment.
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO
CHANGE THE NAME OF THE CORPORATION
The general purpose and effect of the amendment to the Company's Articles
of Incorporation is to change the name of the Corporation to "AAMPRO Group,
Inc." On November 21, 2002, the holders of over a majority of the outstanding
shares of Common Stock approved the amendment by written consent.
The Board of Directors believes that it is prudent to change the name of
the Company to better reflect the Company's business activities.
EFFECTIVE DATE OF AMENDMENT
Pursuant to Rule 14c-2 under the Exchange Act, the filing of the Amendment
to the Articles of Incorporation with the Nevada Secretary of State or the
effective date of such filing, shall not occur until a date at least twenty (20)
days after the date on which this Information Statement has been mailed to the
Stockholders. The Company anticipates that the actions contemplated hereby will
be effected on or about the close of business on December ___, 2002.
By Order of the Board of Directors
/s/ Stephen Farkas
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Stephen Farkas
CEO and Director
EXHIBITS
EXHIBITS
A Amendment to the Certificate of Incorporation of Trident Systems
International, Inc.
EXHIBIT A
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
TRIDENT SYSTEMS INTERNATIONAL, INC.
Pursuant to the provisions of Section 78.385 of the Nevada Revised
Statutes, the undersigned corporation, Trident Systems International, Inc. (the
"Corporation") adopts the following Articles of Amendment to its Articles of
Incorporation.
Article I. Amendment
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The Articles of Incorporation of the Corporation are amended as follows:
Amendment I - Name
The name of the Corporation shall be amended to be "AAMPRO Group, Inc"
Article II. Date Amendment Adopted
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The amendment set forth in these Articles of Amendment was adopted on
November 21, 2002.
Article III. Shareholder Approval of Amendment
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The amendment set forth in these Articles of Amendment was proposed by the
Corporation's Board of Directors and approved by the shareholders by a vote
sufficient for approval of the amendment.
The undersigned executed this document on the date shown below.
/s/ Stephen Farkas
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Stephen Farkas
CEO and Director
Date: