INFORMATION STATEMENT
SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by Registrant [X]
Filed by 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
NANNACO, INC.
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(Name of Registrant As Specified in Charter)
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NANNACO, INC.
2935 Thousand Oaks #261
San Antonio, Texas 78247
(210) 545-3570
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To Our Stockholders:
The purpose of this letter is to inform you that we intend to take the
following action by written consent of our stockholders:
To amend our Articles of Incorporation to increase our authorized
shares of common stock, par value $.001, from 50,000,000 shares to
200,000,000 shares of common stock, par value, $.001.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization consisted of
50,000,000 shares of common stock, $.001 par value per share (the "Common
Stock"), of which 15,335,342 shares were issued and outstanding as of the Record
Date. Holders of a majority of our outstanding common stock owning approximately
60% of the outstanding shares of our Common Stock (the "Majority
Stockholders"), have executed a written consent in favor of the actions
described above. This consent will satisfy the stockholder approval requirement
for the proposed action. Pursuant to Rule 14c-2 under the Securities Exchange
Act of 1934, as amended, the proposals will not be adopted until a date at least
20 days after the date on which this Information Statement has been mailed to
the stockholders. The Company anticipates that the actions contemplated herein
will be effected on or about the close of business on April 1, 2003.
The Company has asked or will ask brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
the Common Stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.
WE ARE NOT ASKING FOR YOUR PROXY. Because the written consent of the
Majority Stockholders satisfies any applicable stockholder voting requirement of
the Texas Law and our Articles of Incorporation and By-Laws, we are not
asking for a proxy and you are not requested to send one.
The accompanying Information Statement is for information purposes only and
explains the terms of the amendment to our Amended Articles of Incorporation.
Please read the accompanying Information Statement carefully.
By Order of the Board of Directors,
/s/ Andrew DeVries, III
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Andrew DeVries, III,
Chief Financial Officer
March 5, 2003
NANNACO, INC.
2935 Thousand Oaks #261
San Antonio, Texas 78247
(210) 545-3570
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INFORMATION STATEMENT
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is being mailed on or about March 12, 2003 to
the stockholders of record of NANNACO, INC. (the "Company") at the close of
business on March 5, 2003 (the "Record Date"). This Information Statement is
being sent to you for information purposes only. No action is requested on your
part.
This Information Statement is being furnished to our stockholders to inform
you of the adoption of resolutions by written consent by the holders of a
majority of the outstanding shares of our common stock, par value $.001. The
resolutions adopted by such holders of a majority of the outstanding Common
Stock (the "Majority Stockholders") give us the authority to take the following
actions (collectively, the "Stockholder Resolutions"):
To amend our Articles of Incorporation to increase our authorized
shares of common stock, par value $.001, from 50,000,000 shares to
200,000,000 shares of common stock, par value, $.001.
The board of directors of the Company (the "Board of Directors") has
adopted resolutions authorizing the Company to amend its Articles of
Incorporation to increase its authorized shares of common stock, par value
$.001, from 50,000,000 shares to 200,000,000 shares of common stock, par value,
$.001.
The Company will pay all costs associated with the distribution of the
Information Statement, including the costs of printing and mailing.
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK OF THE COMPANY
(ACTION NO. 1)
The Certificate of Incorporation of the Company currently authorizes the
Company to issue 50,000,000 shares of Common Stock and does not authorize the
issuance of shares of preferred stock. As of March 1, 2003, the Company had
issued and outstanding 15,335,342 shares of its Common Stock, leaving the
Company (in the opinion of its Board of Directors) with an insufficient number
of shares of Common Stock available for issuance necessary for the Company to
efficiently continue or grow its operations. Accordingly, the Board of Directors
has adopted and the stockholders have approved, an amendment to the Company's
Certificate of Incorporation to increase the number of shares of Common Stock
the Company is authorized to issue from 50,000,000 shares to 200,000,000 shares.
The additional shares of Common Stock to be authorized for issuance upon
the adoption of such amendment would possess rights identical to the currently
authorized Common Stock. The stockholders of Common Stock are entitled to one
vote for each share held of record on all matters to be voted on by the
stockholders. All voting is on a non-cumulative basis. The stockholders of
Common stock do not have any preemptive rights, conversion rights, or applicable
redemption or sinking fund provisions. The amendment to authorize the issuance
of additional shares of Common Stock will not have any effect on the par value
of the Common Stock. Nevertheless, the issuance of such additionally authorized
shares of Common Stock would affect the voting rights of the current
stockholders of the Company because there would be an increase in the number of
outstanding shares entitled to vote on corporate matters, including the election
of directors, if and when any such shares of Common Stock are issued in the
future.
If the Board of Directors determines that an issuance of shares of the
Company's Common Stock is in the best interest of the Company and
the Company's stockholders, the issuance of additional shares could have the
effect of diluting the earnings per share or book value per share of the
outstanding shares of Common Stock or the stock ownership or voting rights of a
stockholder.
An increase in the number of authorized shares of Common Stock will enable
the Company to take advantage of various potential business opportunities
through the issuance of the Company's securities, including, without limitation,
issuing stock dividends to existing stockholders, providing equity incentives to
employees, officers or directors, establishing certain strategic relationships
with other companies and expanding the Company's business through certain
acquisitions. The Company has no present plans or intentions to acquire any such
businesses.
An increase in the number of authorized shares of Common Stock will also
enable the Company to take advantage of a letter of intent that it entered into
in February 2003 with Divine Capital Markets LLC ("Divine") and a placement
agent agreement that it entered into with Divine. The Company intends to sell
between $100,000 and $500,000 of its 6% convertible debentures. The terms of the
debentures are intended to be for a two year period, with interest of 6% per
annum, which may be converted at any time at 75% of the lowest closing bid price
(as reported by Bloomberg) of the Company's common stock for the twenty (20)
trading days immediately preceding the date of conversion. The Company intends
to register all of the shares underlying such convertible debentures, if any are
sold, on a registration statement on Form SB-2 to be filed with the Securities
and Exchange Commission.
Potential Anti-takeover Effects of the Amendment
The increase in the number of authorized shares of Common Stock and the
subsequent issuance of all or a portion of those shares could have the effect of
delaying or preventing a change of the Company's control without further action
by the stockholders. Subject to applicable law and stock exchange requirements,
the Company could issue shares of authorized and unissued Common Stock in one or
more transactions that would make a change of control of the Company more
difficult and therefore less likely. Any issuance of additional shares could
have the effect of diluting the earnings per share and book value per share of
the outstanding shares of Common Stock or the stock ownership and voting rights
of a person seeking to obtain control of the Company.
The amendment to the Company's Certificate of Incorporation increasing the
Company's authorized shares of Common Stock to 200,000,000 shares will become
effective upon the filing of a certificate of amendment relating thereto with
the Secretary of State of the State of Texas, which will occur on or about April
1, 2002. Under federal securities, laws, the Company cannot file the
certificate of amendment until at least 20 days after the mailing of this
Information Statement.
ADDITIONAL INFORMATION
The Company's annual report on Form 10-KSB for the fiscal year ended
September 30, 2002 and quarterly report on Form 10-QSB for the quarter ended
December 31, 2002 are being delivered to you with this Information Statement.
The Company will furnish a copy of any exhibit thereto or other information upon
request by a stockholder to the Company's principal offices at NANNACO, INC.,
Attention: Andrew DeVries, III, 9739 Cobb Street, #1, San Antonio, Texas 78217,
or call (210) 545-3570.
By Order of the Board of Directors,
/s/ Andrew DeVries, III
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Andrew DeVries, III
San Antonio, Texas
March 5, 2003
EXHIBIT A
Certificate of Amendment of the Certificate of Incorporation
Of
NANNACO, INC.
______________________
The undersigned, being all of the directors of NANNACO, INC. (the
"Corporation"), a Texas corporation, hereby certifies:
FIRST: The name of the Corporation is NANNACO, INC.
SECOND: The Corporation's original Certificate of Incorporation was filed with
the Department of State of Texas on October 20, 1998 and amended most recently
on December 1, 1999.
THIRD: The Certificate of Incorporation is hereby amended to increase the
aggregate number of shares of COMMON stock which the Corporation shall have the
authority to issue.
FOURTH: To accomplish the amendment relating to the increase in the aggregate
number of shares of common stock which the Company shall have authority to
issue, from 50,000,000 shares, par value $.001 per share, to 200,000,000 shares,
par value $.001, the text of Article FOUR of the Certificate of Incorporation is
hereby amended to read in full as follows:
"ARTICLE FOUR
The aggregate number of shares which the corporation shall have
authority to issue is Two Hundred and Ten Million (210,000,000)
shares, divided into:
10,000,000 Preferred Shares, having par value of $.001 per share
and
200,000,000 Common Shares, having par value of $.001 per share
A statement of the preferences, privileges, and restrictions granted
to or imposed upon the respective classes of shares or the holders
thereof is as follows:
A: Preferred Shares. Prior to the issuance of any of the Preferred
Shares, the Board of Directors shall determine the number of Preferred
Shares to then be issued from the Ten Million (10,000,000) shares
authorized and such shares shall constitute a series of the Preferred
Shares. Such series shall have such preferences, limitations and
relative rights as the Board of Directors shall determine and such
series shall be given a distinguishing designation. Each share of a
series shall have preferences, limitations, and relative rights
identical with those of all other shares of the same series. Except to
the extent otherwise provided in the Board of Directors' determination
of a series, the shares of such series shall have preferences,
limitations, and relative rights identical with all other series of
the Preferred Shares. Preferred Shares may have dividend or
liquidation rights which are prior (superior or junior) to the
dividend and liquidations and preferences of the Common Shares and any
other series of the Preferred Shares. Also, any series of the
Preferred Shares may have voting rights.
B. Common Shares. The terms of the 200,000,000 Common Shares of the
corporation shall be follows:
(1) Dividends. Whenever cash dividends upon the Preferred Shares of
all series thereof at the time outstanding to the extents of the
preference to which such shares are entitled, shall have been paid in
full for all past dividend periods, or declared and set apart for
payment, which dividends, payable in cash, stock, or otherwise, as may
be determined by the Board of Directors, may be declared by the Board
of Directors and paid from time to time to the holders of the Common
Shares out of the remaining net profits or surplus of the corporation.
(2) Liquidation. In the event of liquidation, dissolution, or winding
up of the affairs of the corporation, whether voluntary or
involuntary, all assets and funds of the corporation remaining after
the payment to the holders of the Preferred Shares of all series
thereof of the full amounts to which they shall be entitled as
hereinafter provided, shall be divided and distributed among the
holder of the Common Shares according to their respective shares.
Voting rights. Each holder of a Common Share shall have one vote in
respect of each share of such stock held by him. There shall not be
cumulative voting."
FIFTH: This Certificate of Amendment to the Certificate of Incorporation was
authorized by the members of the Board of Directors on March 5, 2003, and by the
affirmative vote of the holders of a majority of all of the outstanding shares
of the Common Stock of the Corporation entitled to vote.
IN WITNESS WHEREOF, the undersigned have executed this Certificate this 5th day
of March, 2003 and affirm that the statements contained herein are true under
penalties of perjury.
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Andrew DeVries, III
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Linda Morton
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Mark A. Triesch