SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) 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 Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
INTELLECTUAL TECHNOLOGY, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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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: _____________________________________
2) Form, Schedule or Registration Statement No.: _______________
3) Filing Party: _______________________________________________
4) Date Filed: _________________________________________________
INTELLECTUAL TECHNOLOGY, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held March 16, 2004
TO THE STOCKHOLDERS OF INTELLECTUAL TECHNOLOGY, INC.:
You are cordially invited to attend a Special Meeting of Stockholders
(the "Meeting") of Intellectual Technology, Inc. ("ITI" or the "Company"), which
will be held at the Sheraton Suites San Diego located at 701 A. Street, San
Diego, California, 92101 on Tuesday, March 16, 2004, at 9:00 a.m. Pacific time,
to consider and act upon the following matters:
1. The termination of registration of the Company's Common Stock
under Section 12(g) of the Securities Exchange Act of 1934;
2. Approval of a proposal giving the Board of Directors authority
to cause the Company to enter into a possible series of
transactions wherein the Company would (i) transfer
substantially all of its assets and a controlling interest in
the Company to a wholly-owned subsidiary (the "Subsidiary"),
(ii) distribute all of the outstanding shares of the
Subsidiary to the stockholders of the Company as a dividend
in-kind, and (iii) cause the Subsidiary to sell its
controlling interest in the Company to a third party.
3. Such other business as may properly come before the Meeting or
any adjournments of the Meeting.
Only holders of record of our Common Stock at the close of business on
February 13, 2004, will be entitled to notice of, and to vote at, the Meeting
and any continuations or adjournments of the Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE
MEETING IN PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE WHICH REQUIRES
NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES. IF YOU DO ATTEND THE
MEETING, YOU MAY, IF YOU PREFER, REVOKE YOUR PROXY AND VOTE YOUR SHARES IN
PERSON.
By Order of the Board of Directors
/s/ Walter G. Fuller
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Walter G. Fuller
Chief Executive Officer and Chairman
of the Board
1040 Joshua Way
Vista, CA 92081
(760) 599-8080
February 2, 2004
PROXY STATEMENT
INTELLECTUAL TECHNOLOGY, INC.
1040 Joshua Way
Vista, CA 92081
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SPECIAL MEETING OF STOCKHOLDERS
To Be Held March 16, 2004
Solicitation of Proxies
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Intellectual Technology, Inc., a
Delaware corporation (the "Company") for use at a Special Meeting of
Stockholders to be held at the Sheraton Suites San Diego located at 701 A.
Street, San Diego, California 92101, on Tuesday, March 16, 2004, at 9:00 a.m.
Pacific time, and at any and all adjournments thereof (the "Meeting"), for the
purposes set forth in the accompanying Notice of Special Meeting of
Stockholders. Accompanying this Proxy Statement is the Board of Directors' Proxy
for the Meeting, which you may use to indicate your vote as to the proposals
described in this Proxy Statement. In addition to solicitation by use of the
mail, certain of our officers and employees may, without receiving additional
compensation therefore, solicit the return of proxies by telephone, telegram or
personal interview. We have requested that brokerage houses and custodians,
nominees and fiduciaries forward soliciting materials to their principals, the
beneficial owners of Common Stock, and have agreed to reimburse them for
reasonable out-of-pocket expenses in connection therewith.
Revocation of Proxies
All Proxies which are properly completed, signed and returned to us
prior to the Meeting, and which have not been revoked, will be voted in favor of
the proposals described in this Proxy Statement unless otherwise directed. A
Stockholder may revoke his or her Proxy at any time before it is voted either by
filing with the Secretary of the Company, at its principal executive offices, a
written notice of revocation or a duly-executed proxy bearing a later date or by
attending the Meeting and expressing a desire to vote his or her shares in
person.
Record Date and Voting Securities
The close of business on February 13, 2004, has been fixed as the
record date for the determination of Stockholders entitled to notice of and to
vote at the Meeting or any adjournment of the Meeting. As of February 2, 2002,
we had outstanding: 9,842,681 shares of Common Stock, par value $.0001 per
share. The holders of Common Stock have the right to cast one vote for each
share held of record on all matters submitted to a vote of the holders of Common
Stock, including the election of directors. Except as described herein, no
preemptive, subscription, or conversion rights pertain to the Common Stock and
no redemption or sinking fund provisions exist for the benefit thereof. The
affirmative vote of the holders of a majority of the shares present in person or
represented by proxy and entitled to vote at the Meeting will be required to
approve each proposal. Pursuant to the General Corporation Law of the State of
Delaware, only votes cast "FOR" a matter constitute affirmative votes, except
that proxies in which the stockholder fails to make a specification as to
whether he votes "FOR," "AGAINST," "ABSTAINS" or "WITHHOLDS" as to a particular
matter shall be considered as a vote "FOR" that matter. Votes will be tabulated
by an inspector of election appointed by the Board of Directors. Votes in which
the stockholder specified that he is "WITHHOLDING" or "ABSTAINING" from voting
are counted for quorum purposes, but are not considered as votes "FOR" a
particular matter. Broker non-votes (shares held by a broker or nominee which
are represented at the meeting, but with respect to which the broker or nominee
is not empowered to vote on a particular proposal) are counted for quorum
purposes, but are not considered as votes "FOR" a particular matter.
Mailing of Proxy Statement and Proxy Card
We will pay the cost for preparing, printing, assembling and mailing
this Proxy Statement and the Proxy Card and all of the costs of the solicitation
of the Proxies.
Our principal executive offices are located 1040 Joshua Way, Vista, CA
92081. This Proxy Statement and the accompanying proxy are first being mailed to
Stockholders on or about February 17, 2004.
PROPOSAL 1
TERMINATION OF REGISTRATION UNDER THE 1934 ACT
The Board of Directors has determined that, in light of the fact that
the Common Stock of the Company does not enjoy an active public market, the
costs incurred by the Company in being a reporting company substantially
outweigh the attendant benefits. The Board of Directors has also determined that
the Company meets the requirements for terminating the registration of its
Common Stock under the Securities Exchange Act of 1934, as amended (the "1934
Act"), in that at the end of each of the last three fiscal years, the Company
had fewer than 500 shareholders of record and less than $10,000,000 in assets.
Therefore, the Board of Directors has determined to seek approval from the
shareholders to, at the option of the Board of Directors, file a Form 15 with
the Securities and Exchange Commission, thereby terminating the registration of
the Company's Common Stock under the Securities Exchange Act of 1934. Upon the
effectiveness of this termination, the Company will no longer be required to
file periodic reports with the Securities and Exchange Commission.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF
THE COMPANY VOTE FOR THE PROPOSAL TO GRANT THE BOARD OF DIRECTORS THE AUTHORITY,
AT ITS DISCRETION, TO TERMINATE THE REGISTRATION OF THE COMPANY'S COMMON STOCK
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
SALE OF CORPORATE ENTITY
The Board of Directors has determined that, prior to terminating the
registration of the Company's Common Stock under the 1934 Act, the Company may
be able to raise additional operating capital, without dilution to its existing
shareholders or the incurrence of debt, through a sale of the Company following
the transfer of substantially all the assets of the Company to another company
with ownership identical to that of the Company. Accordingly, the Board of
Directors seeks authority from the stockholders of the Company to cause the
Company to enter into a possible series of transactions wherein the Company
would (i) transfer substantially all of its assets and a controlling interest in
the Company to a wholly-owned subsidiary (the "Subsidiary"), (ii) distribute all
of the outstanding shares of the Subsidiary to the stockholders of the Company,
and (iii) cause the Subsidiary to sell its controlling interest in the Company
to a third party. As a consequence of the foregoing transactions, the existing
shareholders of the Company would own the Subsidiary, which in turn would own
all of the assets of the Company, and the existing shareholders of the Company
may also be minority shareholders of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE
FOREGOING PROPOSAL.
OTHER MATTERS
The Board of Directors does not know of any other matters which may
come before the Meeting. However, if any other matter shall properly come before
the Meeting, the proxy holders named in the proxy accompanying this statement
will have discretionary authority to vote all proxies in accordance with their
best judgment.
STOCKHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING
Any stockholder who wishes to present a proposal for consideration at
the Annual Meeting of Stockholders to be held in 2004 must submit such proposal
in accordance with the rules promulgated by the Securities and Exchange
Commission. In order for a proposal to be included in the Company's proxy
materials relating to the 2004 Annual Meeting of Stockholders, the stockholder
must submit such proposal in writing to the Company so that it is received no
later than June 25, 2004. Any stockholder proposal submitted with respect to the
Company's 2004 Annual Meeting of Stockholders which proposal is received by the
Company after August 8, 2004, will be considered untimely for purposes of Rule
14a-4 and 14a-5 under the Exchange Act, and the Company may vote against such
proposal using its discretionary voting authority as authorized by proxy.
By Order of the Board of Directors
Vista, California
February 2, 2004
INTELLECTUAL TECHNOLOGY, INC.
1040 Joshua Way
Vista, CA 92081
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SPECIAL MEETING OF STOCKHOLDERS - March 16, 2004
The undersigned stockholder(s) of Intellectual Technology, Inc. (the
"Company") hereby appoints Craig Litchin and George McGill (the "Proxy"), or
each of them, the attorney, agent and proxy of the undersigned, with full power
of substitution, to vote all the shares of the Company which the undersigned is
entitled to vote at the Special Meeting of Stockholders to be held at the
Sheraton Suites San Diego located at 701 A. Street, San Diego, California 92101,
on Tuesday, March 16, 2004, at 9:00 a.m. Pacific time, and any and all
adjournments thereof, as fully and with the same force and effect as the
undersigned might or could do if personally present thereat, as follows:
1. Termination of Registration. To authorize the Board of Directors, at its
option, to terminate the registration of the Company's Common Stock under the
Securities Exchange Act of 1934.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
If no specification is made, the votes represented by this proxy will
be cast FOR the proposal described above.
2. Sale of Corporate Entity. To authorize the Board of Directors, at its option,
to cause the Company to enter into a series of transactions by which the assets
of the Company and a controlling interest in the Company would be transferred to
a Subsidiary, and the shares of the Subsidiary distributed as a dividend to the
shareholders of the Company, followed by a sale of a controlling interest in the
Company to a third party.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Unless otherwise specified, the votes represented by this Proxy will be
cast FOR ratification and approval of the above proposal.
3. In their discretion, the Proxy are authorized to vote upon such other
business as may properly come before the meeting and any adjournment(s) thereof.
This Proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. Shareholders who are present at the meeting may
withdraw their proxy and vote in person if they so desire.
This proxy is solicited on behalf of the Board of Directors.
Please sign exactly as your name appears on your stock certificates. When shares
are held by joint tenants, both should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated: ____________________, 2004
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Signature
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Signature, if held jointly
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Printed Name(s)
I (We) will [ ] [ ] will not attend the
Meeting in person.
NO POSTAGE IS REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND
MAILED IN THE UNITED STATES.