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
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ALADDIN SYSTEMS HOLDINGS, INC.
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(Name of Registrant As Specified In Charter)
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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: Common Stock,
$0.001 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.
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1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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ALADDIN SYSTEMS HOLDINGS, INC.
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245 WESTGATE DRIVE
WATSONVILLE, CA 95076
INFORMATION STATEMENT
JULY 9, 2004
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 $.001 per share (the "Common
Stock"), of Aladdin Systems Holdings, 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 Corporation to "Monterey Bay Tech, Inc."
The Company's Board of Directors, on May 25, 2004, 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 May 26, 2004, Stockholders, who own in the aggregate 6,629,375
shares of our Common Stock, representing approximately 61% of our 10,855,272
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.
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY.
ACTION TO BE TAKEN
CHANGE IN CORPORATE NAME
The Amendment to the Company's Articles of Incorporation will change the
name of the Corporation to "Monterey Bay Tech, Inc." 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 Board of Directors believes that it is prudent to change the name of
the Company to better reflect the Company's business activities following the
sale of the Company of its Aladdin Systems, Inc. and Aladdin Enterprise
Solutions, Inc. subsidiaries.
RECORD DATE
The close of business July 8, 2004, 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").
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The following documents as filed with the Commission by the Company are
incorporated herein by reference:
(1) Quarterly Reports on Form 10-QSB for the quarters end March 31, 2004.
(2) Annual Report on Form 10-KSB for the year ended December 31, 2003.
OUTSTANDING VOTING SECURITIES
As of the date of the Consent by the Majority Stockholders, May 26, 2004,
the Company had 10,855,272 shares of Common Stock issued and outstanding. Each
share of outstanding Common Stock is entitled to one vote on matters submitted
for Stockholder approval.
On May 26, 2004, the holders 6,629,375 shares (or approximately 61% of the
shares of Common Stock then outstanding) executed and delivered to the Company
the 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.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information known to the Company
with respect to beneficial ownership of our Common Stock as of May 15, 2004 by
(i) each of our executive officers and directors, (ii) all of our executive
officers and directors as a group and (iii) each person who is known to us to
own, of record or beneficially, more than five percent of our common stock.
Where the persons listed have the right to acquire additional shares of common
stock through the exercise of options or warrants within 60 days, such
additional shares are deemed to be outstanding for the purpose of computing the
percentage of outstanding shares owned by such persons, but are not deemed to be
outstanding for the purpose of computing the percentage ownership interests of
any other person. Unless otherwise indicated, each of the Stockholders shown in
the table below has sole voting and investment power with respect to the shares
beneficially owned.
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Name and Address of Beneficial Owner (1) Number of Common Percentage
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Shares Ownership(2)
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DIRECTORS
Jonathan Kahn 2,096,149(3) 19.31%
Darryl Lovato 1,964,421(4) 18.10%
David Schargel 1,571,789(5) 14.48%
Paul Goodman 101,000(6) 0.93%
Brad Peppard 138,400(7) 1.27%
All directors and executive
officers as a group (5 persons) 5,871,759 56.98%
OTHER BENEFICIAL OWNERS
Benna Lovato 1,726,633(8) 15.91%
Baytree Capital Associates, LLC 1,350,765 12.44%
Marco Gonzalez 697,791(9) 6.42%
All officers,
directors and 5% owners as a group 9,646,948 88.87%
(1) The address of c/o Aladdin Systems Holdings' directors, other executives and
holders of more than 5% of its common stock is 245 Westgate Drive, Watsonville,
CA 95076.
(2) Based on 10,855,272 shares of common stock outstanding as of June 14, 2004.
Except as otherwise set forth in the footnotes to this table, all shares are
beneficially owned and sole investment and voting power is held by the persons
named above, to the best of Aladdin Systems Holdings' knowledge. Shares of
Common Stock subject to options that are currently exercisable or exercisable
within 60 days of June 14, 2004 are deemed to be outstanding and to be
beneficially owned by the person holding such options for the purpose of
computing the percentage ownership of such person, but are not deemed to be
outstanding for the purpose of computing the percentage ownership of any other
person.
(3) Includes 341,829 shares of common stock issuable upon exercise of options.
(4) Includes 287,788 shares of common stock issuable upon exercise of options.
(5) Includes 50,000 shares of common stock issuable upon exercise of options.
(6) Includes 100,000 shares of common stock issuable upon exercise of options.
(7) Includes 138,400 shares of common stock issuable upon exercise of options.
(8) Includes 50,000 shares of common stock issuable upon exercise of options.
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(9) Includes 21 shares of common stock issuable upon exercise of options.
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 "Monterey Bay Tech,
Inc." On May 26, 2004, 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 following the
sale of the Company of its Aladdin Systems, Inc. and Aladdin Enterprise
Solutions, Inc. subsidiaries.
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 July 29, 2004.
EXHIBITS
EXHIBITS
A Amendment to the Article of Incorporation of Aladdin Systems Holdings,
Inc.
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EXHIBIT A
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
ALADDIN SYSTEMS HOLDINGS, INC.
Pursuant to NRS 78.385 of the Nevada Revised Statutes, the undersigned
corporation, Aladdin Systems Holdings, Inc. (the "Corporation") adopts the
following Articles of Amendment to its Articles of Incorporation.
1. Name of corporation: Aladdin Systems Holdings, Inc.
2. The articles have been amended as follows:
Article One shall be amended to read:
The name of the Corporation shall be Monterey Bay Tech, Inc.
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 6,629,375 for/0 against.
Officers Signature /s/ Jonathan Kahn
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Jonathan Kahn
CEO and Director
Date: May 26, 2004
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ACTION BY WRITTEN CONSENT
OF
THE STOCKHOLDERS
OF
ALADDIN SYSTEMS HOLDINGS, INC.
A NEVADA CORPORATION
MAY 26, 2004
Pursuant to the authority of Section 78.320 of the Nevada Revised Statutes
("NRS"), the undersigned, constituting a majority of the stockholders of ALADDIN
SYSTEMS HOLDINGS, INC. (the "CORPORATION") do by this writing consent to the
following actions and adopt the following resolutions:
APPROVAL OF CHANGE OF NAME OF CORPORATION
WHEREAS, the Corporation has negotiated a settlement agreement with
Aladdin Systems Knowledge, Inc. (the "Settlement Agreement") which contains an
obligation by the Corporation to change the name of the Corporation by removing
the word "Aladdin" from the Corporation's name;
WHEREAS, the Corporation's Board of Directors has reviewed and unanimously
approved the Settlement Agreement and the performance of all of the
Corporation's obligations under the Settlement Agreement, including, without
limitation, the change of the Corporation's name;
WHERAS, the Corporation's Board of Directors has selected the name
"Monterey Bay Tech, Inc." as the new name for the Corporation;
WHEREAS, in order to change the Corporation's name, the Corporation must
file with the Secretary of State of the State of Nevada an amendment to the
Corporation's Articles of Incorporation reflecting the name change (the
"Amendment"), which Amendment requires an approval by the stockholders of the
Corporation;
WHEREAS, the Board of Directors recommends that the stockholders approve
the Amendment in the form of a written consent of a majority of the stockholders
of the Corporation.
NOW, THEREFORE, BE IT RESOLVED, that the Amendment is hereby approved.
RESOLVED, that this Written Consent may be executed in counterparts.
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IN WITNESS WHEREOF, the undersigned hereby adopts, confirms and
ratifies in all respects, the foregoing resolution and directs the Secretary of
the Corporation to file this Action by Written Consent of Stockholders in the
minute book of the Corporation.
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Signature Signature
Print Name: ___________________ Print Name: ___________________
Representing __________________ Representing __________________ shares
shares of the outstanding of the outstanding stock of the
stock of the Corporation Corporation
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Signature Signature
Print Name: ___________________ Print Name: ___________________
Representing __________________ Representing __________________ shares
shares of the outstanding of the outstanding stock of the
stock of the Corporation Corporation
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Signature Signature
Print Name: ___________________ Print Name: ___________________
Representing __________________ Representing __________________ shares
shares of the outstanding of the outstanding stock of the
stock of the Corporation Corporation
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