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
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
21st Century Technologies, Inc.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (check the appropriate box):
[X] None 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 amount
on which 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 offering fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of the filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
21st CENTURY TECHNOLOGIES, INC.
2700 West Sahara Avenue, Suite 440
Las Vegas, NV 89102
------------------
NOTICE OF
WRITTEN CONSENT IN LIEU OF MEETING
OF STOCKHOLDERS
The date on which this Information Statement was first sent to the
shareholders is October 17, 2003
NOTICE IS HEREBY GIVEN that on November 6, 2003 or twenty days after
the mailing of this Information Statement, whichever is later, we will amend our
Articles of Incorporation to increase our authorized capital to 750,000,000
shares of stock consisting of 700,000,000 shares of common stock, $.001 par
value per share, and 50,000,000 shares of preferred stock, $.001 par value per
share.
Our Board of Directors approved the foregoing amendment on September
25, 2003 and we received written consents in lieu of a meeting from stockholders
representing a majority of our outstanding voting interests stock approving the
foregoing amendments on October 17, 2003.
-----------------------------
We are not asking you for a Proxy and you are requested not to send us a Proxy.
-----------------------------
As of the close of business on October 8, 2003, the record date for
shares entitled to notice of and to sign written consents in connection with the
foregoing action, there were 233,220,101 shares of our common stock, 1,200,000
shares of our Series B Preferred Stock, and 15,000,000 shares of our Series C
Preferred Stock. Each share of our common stock is entitled to one vote in
connection with the foregoing actions. Each share of our Series B Preferred
Stock is entitled to 500 votes in connection with the foregoing actions. Our
Series C Preferred Stock is not entitled to vote in connection with the
foregoing actions. Together, the holders of the outstanding common stock and the
Series B Preferred Stock are entitled to cast a total of 833,220,101 votes and
represent all of the "voting interests" entitled to vote on the foregoing
action.
Simultaneously with the mailing of this Information Statement we have
received the written consent of the holders of at least a majority of the voting
interests entitled to vote on the foregoing action. Neither a meeting of our
stockholders nor additional written consents are necessary.
By Order of the Board of Directors,
Larry Bach, Secretary
1
STOCK OWNERSHIP
The following table sets forth information as of October 8, 2003,
regarding the beneficial ownership of our voting interests (i) by each person or
group known by our management to own more than 5% of the outstanding shares of
each such class, (ii) by each director, the chief executive officer and each of
the other four executive officers that were paid more than $100,000 during the
last fiscal year, and (iii) by all directors and executive officers as a group.
Unless otherwise noted, each person has sole voting and investment power over
the shares indicated below, subject to applicable community property laws.
Except as otherwise stated, the mailing address for each person
identified below is 2700 West Sahara Avenue, Suite 440, Las Vegas, NV 89102 and
all shares are beneficially owned directly by the named person.
Amount and Nature Percent
of Beneficial of Class
Name and Position Class Ownership (1)
Fredericks Partners Common Stock 11,000,000 4.7%
102234 Renae Nicole Court Series B Preferred Stock 1,200,000 100%
Las Vegas, NV 89123 Total Voting Interests 611,000,000 73.3%
Arland D. Dunn Common Stock -0- *
Chief Executive Officer and Series B Preferred Stock -0- *
Director Total Voting Interests -0- *
Common Stock 50,000 *
Larry B. Bach Series B Preferred Stock -0- *
Secretary and Director Total Voting Interests 50,000 *
Common Stock 2,495,000 1.1%
Alvin L. Dahl Series B Preferred Stock -0- *
Chief Financial Officer Total Voting Interests 2,495,000 *
Common Stock -0- *
Christian Crespo Series B Preferred Stock -0- *
Director Total Voting Interests -0- *
Common Stock -0- *
Shane Traveller Series B Preferred Stock -0- *
Director Total Voting Interests -0- *
Common Stock 2,350,000 1.0%
James B. Terrell Series B Preferred Stock -0- *
Director Total Voting Interests 2,350,000 *
Common Stock 4,895,000 2.1%
Series B Preferred Stock -0- *
Total Voting Interests 4,895,000 *
All Directors and Officers as a group
- ----------
* Less than 1%.
2
(1) Percentage of beneficial ownership is based on 233,220,101 shares of
common stock and 1,200,000 shares of Series B Preferred Stock
outstanding as of October 8, 2003. In computing an individual's
beneficial ownership, the number of shares of common stock subject to
options held by that individual that are exercisable as of or within 60
days of October 8, 2003 are deemed outstanding. Such shares, however,
are not deemed outstanding for the purpose of computing the beneficial
ownership of any other person.
APPROVAL OF
AMENDMENT TO THE ARTICLES OF INCORPORATION
TO INCREASING THE AUTHORIZED CAPITAL
Our Board of Directors and a majority of the voting interests entitled
to vote have approved an amendment to our Articles of Incorporation deleting an
obsolete provision relating to the reverse stock split declared in February 2003
and increasing our authorized capital to 750,000,000 shares of stock consisting
of 700,000,000 shares of common stock, $.001 par value per share, and 50,000,000
shares of preferred stock, $.001 par value per share. A copy of the Certificate
of Amendment to the Articles of Incorporation is included as an Appendix to this
Information Statement.
Our Board of Directors adopted and recommended that the holders of the
outstanding voting interests approve the amendment because we are presently
limited to the issuance of no more than 300,000,000 shares of common stock. As
of October 8, 2003 there were 233,220,101 shares of common stock outstanding and
our common stock was trading at approximately $.05 per share. We are
substantially dependent upon the issuance of additional shares of our common
stock to fund operations and compensate our management personnel for their
services. Because of the low price at which our stock is trading, we do not have
sufficient authorized and unissued shares for our anticipated funding and
compensation needs. The amendment will increase the number of shares of common
stock available to us to raise funds or compensate providers of goods or
services at the current market prices.
POTENTIAL ANTI-TAKEOVER EFFECT
OF CERTAIN PROVISIONS
Tender offers or other non-open market acquisitions of stock are
usually made at prices above the prevailing market price. In addition,
acquisitions of stock by persons attempting to acquire control through market
purchases may cause the market price of the stock to reach levels which are
higher than would otherwise be the case. Certain provisions of our Restated
Articles of Incorporation may discourage such purchases, particularly those of
less than all of the outstanding capital stock, and may thereby deprive
stockholders of an opportunity to sell their stock at a temporarily higher
price. These provisions may therefore decrease the likelihood that a tender
offer will be made, and, if made, will be successful. As a result, the
provisions may adversely affect those stockholders who would desire to
participate in a tender offer. These provisions may also serve to insulate
3
incumbent management from change and to discourage not only sudden or hostile
takeover attempts, but any attempts to acquire control which are not approved by
the board of directors, whether or not stockholders deem such transactions to be
in their best interests.
The following discussion summarizes the reasons for, and the operation
and effects of, certain provisions in our Restated Articles of Incorporation
which management has identified as potentially having an anti-takeover effect.
It is not intended to be a complete description of all potential anti-takeover
effects, and it is qualified in its entirety by reference to our Restated
Articles of Incorporation and bylaws.
Concentration of Voting Interest. Fredericks Partners, a general
partnership in which two of our directors are partners, controls approximately
73% of all voting interests through the ownership of the Series B Preferred
Stock. It will be impossible for any person to gain control of the Company
without the consent of such shareholder even after the increase in the
authorized common stock.
Authorized Shares of Common Stock. After the effective date of the
amendment to our Articles of Incorporation we will be authorized to issue up to
700,000,000 shares of common stock, of which only approximately 233,220,101 will
be outstanding. The remaining shares of our common stock could be issued without
the prior approval of the stockholders to friendly investors in the event of an
attempted acquisition that has not been approved by the Board of Directors or
could be reserved for issuance in connection with a stockholder rights plan or
other anti-takeover plan. The existence of a large number of authorized and
unissued shares of common stock may discourage any person from making an
unsolicited attempt to gain control of the Company.
Authorized Shares of Preferred Stock. Our Articles of Incorporation
authorizes the issuance of up to 50,000,000 shares of serial preferred stock, of
which only 16,200,000 are outstanding. Additional shares of our preferred stock
may be authorized and issued by the Board of Directors without any action on the
part of the stockholders and may carry super voting or other rights that are
superior to the rights of the common stock. Shares of our serial preferred stock
with voting rights could be issued and would then represent an additional class
of stock required to approve any proposed acquisition. The existence of a large
number of authorized and unissued shares of preferred stock may discourage any
person from making an unsolicited attempt to gain control of the Company.
Other Voting Interests. Our Articles of Incorporation allow the Board
of Directors to grant voting rights to lenders, creditors and any other person
with a financial interest in the Company without additional action by the
shareholders. The potential for granting voting rights to persons having a
financial interest in the Company significantly reduces the likelihood that any
person would attempt to gain control of the Company without the consent of the
Board of Directors.
4
APPENDIX A
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of Corporation: 21st Century Technologies, Inc.
2. The Articles have been amended as follows:
Article 4 is amended to increase the authorized capital of the
Corporation from 350,000,000 shares to 750,000,000 shares and by increasing the
number of shares of commons stock, $.001 par value per share, from 300,000,000
to 700,000,000. Paragraph 4A of the Articles of Incorporation is deleted in its
entirety and Paragraph 4B of the Articles of Incorporation is replaced with the
following:
The aggregate number of shares of all classes of capital stock which
the Corporation has authority to issue is 750,000,000 of which
700,000,000 are to be shares of common stock, $.001 par value, and
50,000,000 are to be shares of preferred stock, $.001 par value. The
shares may be issued by the Corporation from time to time as approved
by the board of directors of the Corporation without the approval of
the stockholders except as otherwise provided by the Nevada Revised
Statutes, these Articles of Incorporation, or the rules of a national
securities exchange if applicable. The consideration for the issuance
of the shares shall be paid to or received by the Corporation in full
before their issuance and shall not be less than the par value per
share. The consideration for the issuance of shares shall be cash,
services rendered, personal property (tangible or intangible), real
property, leases of real property or any combination of the foregoing.
In the absence of actual fraud in the transaction, the judgment of the
board of directors as to the value of such consideration shall be
conclusive. Upon payment of such consideration such shares shall be
deemed to be fully paid and nonassessable. In the case of a stock
dividend, the part of the surplus of the Corporation which is
transferred to stated capital upon the issuance of shares as a stock
dividend shall be deemed to be the consideration for their issuance.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 615,895,000.
Dated: November 6, 2003 Officer Signature:
--------------------------------
Name:
Title:
5