SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
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
QT 5, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
INFORMATION STATEMENT
OF
QT 5, INC.
5655 LINDERO CANYON ROAD, SUITE 120
WEST LAKE VILLAGE, CALIFORNIA 91362
We Are Not Asking You For A Proxy And You Are Requested Not To Send Us A Proxy.
This Information Statement is first being furnished on or about October
8, 2003 to the holders of record as of the close of business on September 22,
2003 of the common stock of QT 5, Inc. ("QT 5").
QT 5's Board of Directors has approved, and a total of 30 stockholders
owning 22,202,096 shares of the 40,699,355 shares of common stock outstanding as
of September 22, 2003, have consented in writing to the action described below.
Such approval and consent constitute the approval and consent of a majority of
the total number of shares of outstanding common stock and are sufficient under
the Delaware General Corporation Law and QT 5's By-Laws to approve the action.
Accordingly, the action will not be submitted to the other stockholders of QT 5
for a vote, and this Information Statement is being furnished to stockholders to
provide them with certain information concerning the action in accordance with
the requirements of the Securities Exchange Act of 1934 and the regulations
promulgated thereunder, including Regulation 14C, and Section 228(e) of the
Delaware General Corporation Law.
ACTION BY BOARD OF DIRECTORS
AND
CONSENTING STOCKHOLDERS
GENERAL
QT 5 will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. QT 5 will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending this Information Statement to
the beneficial owners of QT 5's common stock.
QT 5 will only deliver one Information Statement to multiple security
holders sharing an address unless QT 5 has received contrary instructions from
one or more of the security holders. Upon written or oral request, QT 5 will
promptly deliver a separate copy of this Information Statement and any future
annual reports and information statements to any security holder at a shared
address to which a single copy of this Information Statement was delivered, or
deliver a single copy of this Information Statement and any future annual
reports and information statements to any security holder or holders sharing an
address to which multiple copies are now delivered. You should direct any such
requests to the following address:
QT 5, Inc.
5655 Lindero Canyon Road, Suite 120
Westlake Village, California 91362
Attn: Steven Reder
(818) 338-1500
INFORMATION ON CONSENTING STOCKHOLDERS
Pursuant to QT 5's Bylaws and the Delaware General Corporation Act, a
vote by the holders of at least a majority of QT 5's outstanding capital stock
is required to effect the action described herein. QT 5's Certificate of
Incorporation does not authorize cumulative voting. As of the record date, QT 5
had 40,669,355 voting shares of common stock issued and outstanding of which
20,334,679 shares are required to pass any stockholder resolutions. The
consenting stockholders, who consist of 30 current stockholders of QT 5, are
collectively the record and beneficial owners of 22,202,096 shares, which
represents 54.6% of the issued and outstanding shares of QT 5's common stock.
Pursuant to Section 228(a) of the Delaware General Corporation Act, the
consenting stockholders voted in favor of the actions described herein in a
joint written consent, dated September 17, 2003, attached hereto as Exhibit A.
No consideration was paid for the consent. The consenting stockholders' names,
affiliations with QT 5, and their beneficial holdings are as follows:
- ---------------------------- ------------------------------ ---------------------------- --------------------
Name Affiliation Shares Beneficially Held Percentage
- ---------------------------- ------------------------------ ---------------------------- --------------------
Steven H. Reder President, & Board Member 3,504,550 8.6%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Timothy J. Owens Chief Executive Officer & 2,846,200 7.0%
Board Member
- ---------------------------- ------------------------------ ---------------------------- --------------------
Fred DeLuca Secretary 1,404,480 3.5%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Robert Pautsch 2,088,100 5.1%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Federico Cabo 532,000 1.3%
- ---------------------------- ------------------------------ ---------------------------- --------------------
TMZ Group LLC Beneficially owned by 2,399,320 5.9%
Timothy J. Owens
- ---------------------------- ------------------------------ ---------------------------- --------------------
SAGS-3, LLC Beneficially owned by Fred 1,995,000 4.9%
DeLuca
- ---------------------------- ------------------------------ ---------------------------- --------------------
Marco Gonzalez 133,000 0.3%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Norman A. Kunin Chief Financial Officer 295,000 0.7%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Peter McWilliams 85,495 0.2%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Willie Reder 59,530 0.1%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Geoffrey Reder 99,750 0.2%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Zachariah T. Owens 171,250 0.4%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Melissa M. Owens 52,750 0.1%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Richard Cabo 99,750 0.2%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Albert N. Gaydosh 146,300 0.4%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Makowka Family Trust 465,500 1.1%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Wilner Family Trust 133,000 0.3%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Gregory Cabo 66,500 0.2%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Diane Cabo 66,500 0.2%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Anne Reder 66,500 0.2%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Altagracia Yanez 133,000 0.3%
- ---------------------------- ------------------------------ ---------------------------- --------------------
- ---------------------------- ------------------------------ ---------------------------- --------------------
Michael Reder 86,450 0.2%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Shai Z. Stern 250,000 0.6%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Stern & Co. 100,000 0.2%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Michael H. Weiss 400,000 1.0%
- ---------------------------- ------------------------------ ---------------------------- --------------------
SBI USA, LLC 3,347,171 8.2%
- ---------------------------- ------------------------------ ---------------------------- --------------------
William J. Ritger 1,000,000 2.5%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Diane Frost 50,000 0.1%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Drive Thru Technology, Inc. 125,000 0.3%
- ---------------------------- ------------------------------ ---------------------------- --------------------
Total 22,202,096 54.6%
- ---------------------------- ------------------------------ ---------------------------- --------------------
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
None
PROPOSALS BY SECURITY HOLDERS
None
DISSENTERS' RIGH OF APPRAISAL
None
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 22, 2003, certain
information regarding the ownership of QT 5's capital stock by each director and
executive officer of QT 5, each person who is known to QT 5 to be a beneficial
owner of more than 5% of any class of QT 5's voting stock, and by all officers
and directors of QT 5 as a group. Unless otherwise indicated below, to QT 5's
knowledge, all persons listed below have sole voting and investing power with
respect to their shares of capital stock, except to the extent authority is
shared by spouses under applicable community property laws.
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. Shares of common stock subject to options,
warrants or convertible securities exercisable or convertible within 60 days of
September 22, 2003 are deemed outstanding for computing the percentage of the
person or entity holding such options, warrants or convertible securities but
are not deemed outstanding for computing the percentage of any other person, and
is based on 45,979,355 shares issued and outstanding on a fully diluted basis,
as of September 22, 2003.
- -------------------------- ----------------------------- -------------------------- -------------------------
Name and Address Percent
Title of Of Amount and Nature Of
Class Beneficial Owners (1) Of Beneficial Ownership Class (2)
- -------------------------- ----------------------------- -------------------------- -------------------------
Common Stock & Steven Reder (3) 5,030,280(3) 10.9
Warrants
- -------------------------- ----------------------------- -------------------------- -------------------------
Common Stock & Warrants Timothy Owens (4) 6,749,520(4) 14.7
- -------------------------- ----------------------------- -------------------------- -------------------------
Common Stock Fred DeLuca (5) 3,399,480 7.4
- -------------------------- ----------------------------- -------------------------- -------------------------
Common Stock & Warrants Norman A. Kunin (6) 1,045,000(6) 2.3
- -------------------------- ----------------------------- -------------------------- -------------------------
Common Stock & Warrants Leonard Makowka 2,465,500(7) 5.4
- -------------------------- ----------------------------- -------------------------- -------------------------
Common Stock SBI USA, LLC 3,347,171 7.3
- -------------------------- ----------------------------- -------------------------- -------------------------
All officers and directors 12,824,800 27.9
as a group (three (3)
persons)
- -------------------------- ----------------------------- -------------------------- -------------------------
- -------------------------- ----------------------------- -------------------------- -------------------------
- ----------------
(1) Unless otherwise noted, the address for each of the named beneficial owners
is 5655 Lindero Canyon Road, Suite 120 Westlake Village, California 91362.
(2) The number of outstanding shares of common stock of the Company is based
upon 45,979,355
(3) Steven Reder is the President of the Company and a member of the Company's
Board of Directors. Amount includes 1,280,000 shares of common stock that
may be acquired within 60 days of September 22, 2003 pursuant to
outstanding stock warrants and 245,730 shares of common stock held by
family members.
(4) Timothy Owens is the Chief Executive Officer of the Company and a member of
the Company's Board of Directors. Amount includes 1,280,000 shares of
common stock that may be acquired within 60 days of September 22, 2003
pursuant to outstanding stock warrants and 2,623,320 shares of common stock
held by family members and TMZ Group, LLC, a limited liability company
owned by Timothy Owens.
(5) Fred DeLuca is the Secretary of the Company.
(6) Norman A. Kunin is the Chief Financial Officer of the Company. Amount
includes 750,000 shares of common stock that may be acquired within 60 days
of September 22, 2003 pursuant to outstanding stock warrants.
(7) Amount includes 2,000,000 shares of common stock that may be acquired
within 60 days of September 22, 2003 pursuant to outstanding stock
warrants.
CHANGE IN CONTROL
To the knowledge of management, there are no present arrangements or
pledges of securities of the Company which may result in a change in control of
the Company.
NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDERS
The following action was taken based upon the unanimous recommendation
of QT 5's Board of Directors (the "Board") and the written consent of the
consenting stockholders:
ACTION 1
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK
The Board and the consenting stockholders unanimously adopted and
approved an amendment to QT 5's Certificate of Incorporation to increase the
number of shares of authorized common stock from 100,000,000 to 300,000,000. The
par value of each such common stock shall be $0.001 per share. Such amendment is
referred to as the "Authorized Shares Amendment." The text of the Authorized
Shares Amendment is attached hereto as Exhibit A.
Currently, QT 5 has 100,000,000 shares of common stock authorized, of
which 40,669,355shares are issued and outstanding as of the record date.
The Authorized Shares Amendment will be implemented by filing the
Certificate of Amendment of Certificate of Incorporation with the Secretary of
State of Delaware, a form of which is attached hereto as Exhibit B (the
"Certificate of Amendment"). Under federal securities laws, QT 5 cannot file the
Certificate of Amendment until at least 20 days after the mailing of this
Information Statement. Once QT 5 files the Certificate of Amendment, QT 5 will
have 259,330,645 shares of authorized but unissued common stock available for
issuance.
The Board believes that it is advisable and in the best interests of QT
5 to have available additional authorized but unissued shares of common stock in
an amount adequate to provide for QT 5's future needs. The unissued shares of
common stock will be available for issuance from time to time as may be deemed
advisable or required for various purposes, including the issuance of shares in
connection with financing or acquisition transactions and the issuance or
reservation of common stock for employee stock options. The Board would be able
to authorize the issuance of shares for these transactions without the
necessity, and related costs and delays, of either calling a special
stockholders' meeting or of waiting for the regularly scheduled annual meeting
of stockholders in order to increase the authorized capital. If, in a particular
transaction, stockholder approval were required by law or any stock exchanges or
markets or were otherwise deemed advisable by the Board, then the matter would
be referred to the stockholders for their approval notwithstanding that QT 5 may
have the requisite number of voting shares to consummate the transaction. Except
for the stock options and warrants, QT 5 has no present commitments for the
issuance or use of the proposed additional shares of common stock. However, the
Board believes that if an increase in the authorized number of shares of common
stock were to be postponed until a specific need arose, the delay and expense
incident to obtaining the approval of QT 5's stockholders at that time could
significantly impair its ability to meet financing requirements or other
objectives.
The Authorized Shares Amendment is not intended to have any
anti-takeover effect and is not part of any series of anti-takeover measures
contained in any debt instruments or the Certificate of Incorporation or the
Bylaws of QT 5 in effect on the date of this Information Statement. However, QT
5 stockholders should note that the availability of additional authorized and
unissued shares of common stock could make any attempt to gain control of QT 5
or the Board more difficult or time consuming and that the availability of
additional authorized and unissued shares might make it more difficult to remove
management. Although the Board currently has no intention of doing so, shares of
common stock could be issued by the Board to dilute the percentage of common
stock owned by a significant stockholder and increase the cost of, or the number
of, voting shares necessary to acquire control of the Board or to meet the
voting requirements imposed by Delaware law with respect to a merger or other
business combination involving QT 5. QT 5 is not aware of any proposed attempt
to take over the company or of any attempt to acquire a large block of QT 5's
common stock. QT 5 has no present intention to use the increased authorized
common stock for anti-takeover purposes.
EXHIBIT A
AUTHORIZED SHARE AMENDMENT
JOINT WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
AND
MAJORITY STOCKHOLDERS
OF
QT 5, INC.
a Delaware Corporation
The undersigned, being all of the members of the Board of Directors and
the holder of at least a majority of the outstanding capital stock of QT 5,
Inc., a Delaware corporation (the "Corporation"), acting pursuant to the
authority granted by Sections 228 and 141(f) of the Delaware General Corporation
Law, and the By-Laws of the Corporation, do hereby adopt the following
resolutions by written consent as of September 17, 2003:
AMENDMENT TO CERTIFICATE OF INCORPORATION
(INCREASE IN AUTHORIZED SHARES OF COMMON STOCK)
WHEREAS, it is proposed that the Corporation amend its Certificate of
Incorporation, substantially in the form of Exhibit A attached hereto
(the "Certificate of Amendment") to increase the number of authorized
shares of its common stock from 100,000,000 to 300,000,000 so that
unissued shares of common stock will be available for issuance from
time to time as may be deemed advisable or required for various
purposes, including the issuance of shares in connection with financing
or acquisition transactions and the issuance or reservation of common
stock for employee stock options.
NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation
of the Corporation be amended by changing the Article thereof numbered
"FOURTH" so that, as amended, said Article shall be and read as
follows:
"This Corporation is authorized to issue one class of stock, which is
the Common Stock of this Corporation. The total number of shares which
this Corporation is authorized to issue is 300,000,000 shares of Common
Stock. The Common Stock shall have a par value of $0.001 per share."
RESOLVED FURTHER, that the Certificate of Amendment be, and hereby is,
approved and adopted in all material respects;
RESOLVED FURTHER, that any officer of the Corporation, acting alone, be
and hereby is authorized, empowered and directed, for and on behalf of
the Corporation, to execute and file with the Securities and Exchange
Commission a Schedule 14C Information Statement (the "Schedule 14C")
informing the stockholders of the Corporation who are not signatory
hereto of the action taken hereby;
RESOLVED FURTHER, that, upon effectiveness of the Schedule 14C, any
officer of the Corporation, acting alone, be and hereby is authorized,
empowered and directed, for and on behalf of the Corporation, to
execute and file with the Secretary of State of the State of Delaware
the Certificate of Amendment, in accordance with applicable law;
RESOLVED FURTHER, that any officer of the Corporation, acting alone, be
and hereby is authorized, empowered and directed, for and on behalf of
the Corporation, to take such further action and execute and deliver
any additional agreements, instruments, certificates, filings or other
documents and to take any additional steps as any such officer deems
necessary or appropriate to effectuate the purposes of the foregoing
resolutions;
RESOLVED FURTHER, that any action or actions heretofore taken by any
officer of the Corporation for and on behalf of the Corporation in
connection with the foregoing resolutions are hereby ratified and
approved as the actions of the Corporation.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
This Joint Written Consent shall be added to the corporate records of
this Corporation and made a part thereof, and the resolutions set forth above
shall have the same force and effect as if adopted at a meeting duly noticed and
held by the Board of Directors and the stockholders of this Corporation. This
Joint Written Consent may be executed in counterparts and with facsimile
signatures with the effect as if all parties hereto had executed the same
document. All counterparts shall be construed together and shall constitute a
single Joint Written Consent.
DIRECTORS:
/s/ Steven Reder
----------------------------------
Steven Reder
/s/ Timothy Owens
----------------------------------
Timothy Owens
STOCKHOLDERS:
/s/ Steven Reder
----------------------------------
Steven Reder
Shares: 3,504,550
/s/ Timothy Owens
----------------------------------
Timothy Owens
Shares: 2,846,200
/s/ Fred DeLuca
----------------------------------
Fred DeLuca
Shares: 1,404,480
/s/ Robert Pautsch
----------------------------------
Robert Pautsch
Shares: 2,088,100
/s/ Federico Cabo
----------------------------------
Federico Cabo
Shares: 532,000
/s/ Timothy Owens
----------------------------------
TMZ Group, LLC
Shares: 2,399,320
/s/ Fred DeLuca
----------------------------------
SAGS-3, LLC
Shares: 1,995,000
/s/ Marco Gonzalez
----------------------------------
Marco Gonzalez
Shares: 133,000
/s/ Norman A. Kunin
----------------------------------
Norman A. Kunin
Shares: 295,000
/s/ Peter McWilliams
----------------------------------
Peter McWilliams
Shares: 85,495
/s/ Willie Reder
----------------------------------
Willie Reder
Shares: 59,530
/s/ Geoffrey Reder
----------------------------------
Geoffrey Reder
Shares: 99,750
/s/ Zachariah T. Owens
----------------------------------
Zachariah T. Owens
Shares: 171,250
/s/ Melissa M. Owens
----------------------------------
Melissa M. Owens
Shares: 52,750
/s/ Richard Cabo
----------------------------------
Richard Cabo
Shares: 99,750
/s/ Albert N. Gaydosh
----------------------------------
Albert N. Gaydosh
Shares: 146,300
/s/ Leonard Makowka, trus
----------------------------------
Makowka Family Trust
Shares: 465,500
/s/ Howard Wilner, truste
----------------------------------
Wilner Family Trust
Shares: 133,000
/s/ Gregory Cabo
----------------------------------
Gregory Cabo
Shares: 66,500
/s/ Diane Cabo
----------------------------------
Diane Cabo
Shares: 66,500
/s/ Anne Reder
----------------------------------
Anne Reder
Shares: 66,500
/s/ Altagracia Yanez
----------------------------------
Altagracia Yanez
Shares: 133,000
/s/ Michael Reder
----------------------------------
Michael Reder
Shares: 86,450
/s/ Shai Stern
----------------------------------
Shai Z. Stern
Shares: 250,000
/s/ Shai Stern
----------------------------------
Stern & Co
Shares: 100,000
/s/ Michael H. Weiss
----------------------------------
Michael H. Weiss
Shares: 400,000
/s/ Matt McGovern
----------------------------------
SBI USA, LLC
Shares: 3,347,171
/s/ William J. Ritger
----------------------------------
William J. Ritger
Shares: 1,000,000
/s/ Diane Frost
----------------------------------
Diane Frost
Shares: 50,000
/s/ Sam Naficy
----------------------------------
Drive Thru Technology, Inc.
Shares: 125,000
Exhibit B
CERTIFICATE OF AMENDMENT
STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION
of QT 5, Inc.
o First: The Board of Directors and a majority of the stockholders of QT 5,
Inc., a Delaware corporation (the "Corporation"), duly resolved and adopted a
proposed amendment of the Certificate of Incorporation of the Corporation,
declaring said amendment to be advisable. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by changing the Article thereof numbered "FOURTH" so that, as
amended, said Article shall be and read as follows:
"This Corporation is authorized to issue one class of stock, which is
the Common Stock of this Corporation. The total number of shares which
this Corporation is authorized to issue is 300,000,000 shares of Common
Stock. The Common Stock shall have a par value of $0.001 per share."
o Second: That the foregoing resolution was adopted pursuant to a joint written
consent of the Corporation's Board of Directors and majority of stockholders,
such consent of stockholders being in accordance with Section 228 of the General
Corporation Law of the State of Delaware, and that the holders of the necessary
number of shares entitled to vote on this matter duly executed such written
consent.
o Third: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
o Fourth: That the capital of the Corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, the undersigned Corporation has caused this
Certificate of Amendment of Certificate of Incorporation to be signed by a duly
authorized officer this 25th day of September, 2003.
/s/ Steven Reder
--------------------------
By: Steven Reder
Its: President