SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
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
ACS HOLDINGS, 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:
[LOGO OF ACS HOLDING, INC.]
ACS HOLDINGS, INC.
7658 Municipal Drive
Orlando, Florida 32819
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 September 20,
2004 to the holders of record as of the close of business on September 10, 2004
of the common stock of ACS Holdings, Inc. ("ACS Holdings").
ACS Holdings's Board of Directors has approved, and a total of 3 stockholders
owning 70,084,660 shares of the 122,617,576 shares of common stock outstanding
as of September 10, 2004, 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 Nevada General Corporation Law and ACS Holdings's Bylaws to
approve the action. Accordingly, the action will not be submitted to the other
stockholders of ACS Holdings 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, as amended (the "Exchange Act"), and the regulations promulgated
thereunder, including Regulation 14C.
ACTION BY BOARD OF DIRECTORS
AND
CONSENTING STOCKHOLDERS
GENERAL
ACS Holdings will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. ACS Holdings
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 ACS Holdings's common stock.
ACS Holdings will only deliver one Information Statement to multiple security
holders sharing an address unless ACS Holdings has received contrary
instructions from one or more of the security holders. Upon written or oral
request, ACS Holdings 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: ACS Holdings, Inc.,
7658 Municipal Drive, Orlando, Florida 32819, Attn: Walter H. Roder, President.
Mr. Roder may also be reach by telephone at (407) 226-6866
INFORMATION ON CONSENTING STOCKHOLDERS
Pursuant to ACS Holdings's Bylaws and the Nevada General Corporation Act, a vote
by the holders of at least a majority of ACS Holdings's outstanding capital
stock is required to effect the action described herein. ACS Holdings's Articles
of Incorporation does not authorize cumulative voting. As of the record date,
ACS Holdings had 122,617,576 voting shares of common stock issued and
outstanding of which 61,308,789 shares are required to pass any stockholder
resolutions. The consenting stockholders, who consist of 3 current stockholders
of ACS Holdings, are collectively the record and beneficial owners of 70,084,660
shares, which represents 55.8% of the issued and outstanding shares of ACS
Holdings's common stock. Pursuant to NRS 78.320 of the Nevada General
Corporation Act, the consenting stockholders voted in favor of the actions
described herein in a joint written consent, dated September 10, 2004, attached
hereto as Exhibit A. No consideration was paid for the consent. The consenting
stockholders' names, affiliations with ACS Holdings, and their beneficial
holdings are as follows:
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Name Beneficial Holder and Affiliation Shares Beneficially Held Percentage
---- --------------------------------- ------------------------ ----------
Controlled and beneficially held by
Walter H. Roder, President, Chief
Rodering Inc. Profit Sharing Executive Officer, Secretary and
Plan & Trust director 27,709,419 22%
Controlled by and beneficially held
Walter H. Roder, President, Chief
Roder Revocable Living Trust Executive Officer, Secretary and
director 36,005,269 28.8%
Controlled and beneficially held by
Walter H. Roder, President, Chief
Executive Officer, Secretary and
Rodering Incorporated director 6,369,972 5%
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
None.
PROPOSALS BY SECURITY HOLDERS
None.
DISSENTERS RIGHTS OF APPRAISAL
None.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 10, 2004, certain information
regarding the ownership of ACS Holdings's capital stock by each director and
executive officer of ACS Holdings, each person who is known to ACS Holdings to
be a beneficial owner of more than 5% of any class of ACS Holdings's voting
stock, and by all officers and directors of ACS Holdings as a group. Unless
otherwise indicated below, to ACS Holding'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 ("SEC") 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 10, 2004 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 122,617,576 shares issued and outstanding on a fully diluted
basis, as of September 10, 2004.
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AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP CLASS (1)
- ------------------------------------ ---------- ----------
Walter H. Roder II (2)
(President, Chief Executive Officer, Secretary and director)
7658 Municipal Drive
Orlando, Florida 32819 70,084,660 55.8%
David A. Eison
(Senior Vice President, Treasurer and director)
7658 Municipal Drive
Orlando, Florida 32819 4,422,265 3.5%
All officer and directors as a group (2 persons) 74,506,925 59.6%
(1) This table is based on 122,617,576 shares of common stock issued and
outstanding on September 10, 2004.
(2) Mr. Roder's beneficial ownership is held through his direct interests in
Rodering Inc. Profit Sharing Plan & Trust, which holds 27,709,419 shares of
common stock, Roder Revocable Living Trust, which holds 36,005269, and Rodering
Incorporated, which holds 6,369,972 shares of common stock.
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to our highest
paid officers and directors for our fiscal year ended December 31, 2003. No
other compensation was paid to any such officer or directors other than the cash
compensation set forth below.
- ------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
------------------------ -------------------------------------------
Awards Pay-Outs
---------------------- -----------------
Other Securities All
Annual Restricted Under- Other
Name and Compen- Stock lying Compen-
Principal Salary Bonus sation Award(s) Options/ LTIP sation
Position Year ($) ($) ($) ($) SARs (#) Payouts ($)
- ------------------------------------------------------------------------------------------------
Roland Becker(1) 2003 -0- -0- -0- -0- -0- -0- -0-
2002 -0- -0- -0- -0- -0- -0- -0-
2001 -0- -0- -0- -0- -0- -0- -0-
(1) Mr. Becker resigned as Chief Executive Officer, President, Secretary,
Treasurer on May 27, 2004 and resigned as director on June 14, 2004
CHANGE IN CONTROL
To the knowledge of management, there are no present arrangements or pledges of
securities of ACS Holdings which may result in a change in control of ACS
Holdings.
NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDERS
The following action was taken based upon the unanimous recommendation of ACS
Holdings's Board of Directors (the "Board") and the written consent of the
consenting stockholders:
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ACTION 1
AMENDMENT TO THE ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK AND PREFERRED STOCK
The Board and the consenting stockholders unanimously adopted and approved an
amendment to ACS Holdings's Articles of Incorporation to increase the number of
shares of authorized common stock from 125,000,000 to 2,400,000,000 and to
increase the number of shares of preferred stock from 125,000,000 to
600,000,000. The par value of each such common stock and each such preferred
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, ACS Holdings has 125,000,000 shares of common stock authorized, of
which 122,617,576 are issued and outstanding as of the record date, and
100,000,000 shares of preferred stock authorized, of which zero (0) shares are
issued and outstanding as of the record date.
The Authorized Shares Amendment will be implemented by filing the Certificate of
Amendment of Articles of Incorporation with the Secretary of State of Nevada, a
form of which is attached hereto as Exhibit B (the "Certificate of Amendment").
Under federal securities laws, ACS Holdings cannot file the Certificate of
Amendment until at least 20 days after the mailing of this Information
Statement. Once ACS Holdings files the Certificate of Amendment, ACS Holdings
will have 2,400,000,000 shares of authorized shares of common stock, of which
2,277,382,424 will be available for issuance, and 600,000,000 shares of
authorized preferred stock, all 600,000,000 shares of which will be available
for issuance.
The Board believes that it is advisable and in the best interests of ACS
Holdings to have available additional authorized but unissued shares of common
stock and preferred stock in an amount adequate to provide for ACS Holdings's
future needs. The unissued shares of common stock and preferred 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. 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 meeting of the stockholders 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 ACS Holdings may have
the requisite number of voting shares to consummate the transaction. ACS
Holdings has no present commitments for the issuance or use of the proposed
additional shares of preferred stock. However, the Board believes that if an
increase in the authorized number of shares of preferred stock were to be
postponed until a specific need arose, the delay and expense incident to
obtaining the approval of ACS Holdings'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 Articles of Incorporation or the Bylaws of ACS Holdings in
effect on the date of this Information Statement. However, ACS Holdings
stockholders should note that the availability of additional authorized and
unissued shares of preferred stock could make any attempt to gain control of ACS
Holdings 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. ACS Holdings is not aware of any proposed attempt to take
over ACS Holdings or of any attempt to acquire a large block of ACS Holdings's
stock. ACS Holdings has no present intention to use the increased authorized
preferred stock for anti-takeover purposes.
ADDITIONAL AND AVAILABLE INFORMATION
ACS Holdings is subject to the informational filing requirements of the Exchange
Act and, in accordance therewith, is required to file periodic reports, proxy
statements and other information with the SEC relating to its business,
financial condition and other matters. Such reports, proxy statements and other
information can be inspected and copied at the public reference facility
maintained by the SEC at 450 Fifth Street, N.W., Room 1024, and Washington, D.C.
5
20549. Information regarding the public reference facilities may be obtained
from the SEC by telephoning 1-800-SEC-0330. Our filings are also available to
the public on the SEC's website (www.sec.gov). Copies of such materials may also
be obtained by mail from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.
STATEMENT OF ADDITIONAL INFORMATION
ACS Holdings's Annual Report on Form 10-KSB for the year ended December 31,
2003, Current Report on Form 8-KA, filed with the SEC on September 7, 2004,
Current Report on Form 8-K, filed with the SEC on May 11, 2004 and Quarterly
Reports on Form 10-QSB, for the quarters ended March 31, 2004 and June 30, 2004
have been incorporated herein by this reference.
ACS Holdings will provide without charge to each person, including any
beneficial owner of such person, to whom a copy of this Information Statement
has been delivered, on written or oral request, a copy of any and all of the
documents referred to above that have been or may be incorporated by reference
herein other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference herein).
All documents filed by ACS Holdings pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Information Statement
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Information Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Information Statement.
COMPANY CONTACT INFORMATION
All inquiries regarding ACS Holdings should be addressed to Walter H. Roder II,
President, at ACS Holdings's principal executive offices, at: ACS Holdings,
Inc., 7658 Municipal Drive, Orlando, Florida 32819, telephone (407) 226-6866.
6
EXHIBIT A
AUTHORIZED SHARE AMENDMENT
JOINT WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
AND
MAJORITY STOCKHOLDERS
OF
ACS HOLDINGS, INC.
a Nevada Corporation
The undersigned, being all of the members of the Board of Directors and the
holders of at least a majority of the outstanding capital stock of ACS Holdings,
Inc., a Nevada corporation (the "Corporation"), acting pursuant to the authority
granted by Sections 78.385, 78.207, 78.209, 78.315 and 78.320 of the Nevada
General Corporation Law, and the Bylaws of the Corporation, do hereby adopt the
following resolutions by written consent as of September 10, 2004:
AMENDMENT TO ARTICLES OF INCORPORATION
(INCREASE IN AUTHORIZED SHARES OF COMMON STOCK AND PREFERRED STOCK)
WHEREAS, it is proposed that the Corporation amend its Articles 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 125,000,000 to 2,400,000,000 and to increase the number of
authorized preferred stock from 100,000,000 to 600,000,000, so that unissued
shares of common stock and preferred 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.
NOW, THEREFORE, BE IT RESOLVED, that the Articles of Incorporation of the
Corporation be amended by changing the Article thereof numbered "3: CAPITAL
STOCK" so that, as amended, said Article shall be and read as follows:
"This Corporation is authorized to issue two classes of stock to be designated,
respectively, preferred stock ("Preferred Stock") and common stock ("Common
Stock"). The total number of shares of capital stock that the Corporation is
authorized to issue is 3,000,000,000. The total number of shares of Common Stock
the Corporation shall have the authority to issue is 2,400,000,000, par value
$0.001 per share. The total number of shares of Preferred Stock that the
Corporation shall have the authority to issue is 600,000,000, par value $0.001
per share. The Corporation's capital stock may be sold from time to time for
such consideration as may be fixed by the Board of Directors, provided that no
consideration so fixed shall be less than par value.
The Board of Directors of the Corporation is expressly authorized, subject to
limitations prescribed by law and the provisions of this Article 3, to provide
for the issuance of the shares of Preferred Stock from time to time in one or
more series, and by filing a certificate pursuant to the Nevada General
Corporation Law, to fix the number of shares and to determine or alter for each
such series, such voting powers, full or limited, or no voting powers, and such
designations, preferences, and relative, participating, optional, or other
rights and such qualifications, limitations, or restrictions thereof, as shall
be stated and expressed in the resolution or resolutions adopted by the Board of
Directors providing for the issuance of such shares as may be permitted by the
Nevada General Corporation Law."
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 an
information statement on Schedule 14C (the "Schedule 14C") informing the
stockholders of the Corporation who are not signatory hereto of the action taken
hereby;
7
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 Nevada 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; and
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.
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:
- ------------------------------
Walter H. Roder II
- ------------------------------
David A. Eison
STOCKHOLDERS:
RODER REVOCABLE LIVING TRUST
By:
------------------------------------
Name: Walter H. Roder II
Title: Trustee
RODER INC. PROFIT SHARING PLAN AND TRUST
By:
------------------------------------
Name: Walter H. Roder II
Title: Trustee
RODERING INCORPORATED
By:
------------------------------------
Name: Walter H. Roder II
Title: Secretary
8
EXHIBIT B
CERTIFICATE OF AMENDMENT
STATE of NEVADA
CERTIFICATE PURSUANT TO
SECTION 78.209 of
THE NEVADA GENERAL CORPORATION LAW
ACS HOLDINGS, INC., a corporation organized under and by virtue of the Nevada
General Corporation Law (the "Corporation"), pursuant to Sections 78.385,
78.207, 78.209, 78.320 and 78.315 of the Nevada General Corporation Law,
DOES HEREBY CERTIFY:
FIRST: On September 10, 2004, the Board of Directors and a majority of the
stockholders of this Corporation, acting by written consent in accordance with
Sections 78.207, 78.209, 78.320 and 78.315 of the Nevada General Corporation
Law, duly adopted resolutions whereby the Articles of Incorporation be amended
to increase the authorized number of shares of Common Stock and Preferred Stock
(the "Stock Increase").
SECOND: Prior to the Stock Increase, the total current number of shares that the
Corporation is authorized to issue is 225,000,000. The total number of shares of
common stock that the Corporation is authorized to issue is 125,000,000, par
value $0.001 per share. The total number of shares of preferred stock that the
Corporation is authorized to issue is 100,000,000, par value $0.001 per share.
THIRD: Upon effectiveness of the Stock Increase, the total current number of
shares that the Corporation is authorized to issue is 3,000,000,000. The total
number of shares of common stock that the Corporation is authorized to issue
after the Stock Increase is 2,400,000,000, par value $0.001 per share. The total
number of shares of preferred stock that the Corporation is authorized to issue
after the Stock Increase is 600,000,000, par value $0.001 per share.
FOURTH: Stockholder approval for this Preferred Stock Increase was obtained by
written consent in accordance with Section 78.320 of the Nevada General
Corporation Law.
FIFTH: The change in the number of shares of the Corporation's preferred stock
that the Corporation is authorized to issue shall become effective upon filing
of this Certificate of Amendment with the Secretary of State of the State of
Nevada.
SIXTH: Pursuant to Section 78.207 and in furtherance of the Stock Increase, the
Corporation amends Article 3 of its Articles of Incorporation and is restated in
its entirety as follows:
"This Corporation is authorized to issue two classes of stock to be designated,
respectively, preferred stock ("Preferred Stock") and common stock ("Common
Stock"). The total number of shares of capital stock that the Corporation is
authorized to issue is 3,000,000,000. The total number of shares of Common Stock
the Corporation shall have the authority to issue is 2,400,000,000, par value
$0.001 per share. The total number of shares of Preferred Stock that the
Corporation shall have the authority to issue is 600,000,000, par value $0.001
per share. The Corporation's capital stock may be sold from time to time for
such consideration as may be fixed by the Board of Directors, provided that no
consideration so fixed shall be less than par value.
The Board of Directors of the Corporation is expressly authorized, subject to
limitations prescribed by law and the provisions of this Article 3, to provide
for the issuance of the shares of Preferred Stock from time to time in one or
more series, and by filing a certificate pursuant to the Nevada General
Corporation Law, to fix the number of shares and to determine or alter for each
such series, such voting powers, full or limited, or no voting powers, and such
designations, preferences, and relative, participating, optional, or other
rights and such qualifications, limitations, or restrictions thereof, as shall
be stated and expressed in the resolution or resolutions adopted by the Board of
Directors providing for the issuance of such shares as may be permitted by the
Nevada General Corporation Law."
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IN WITNESS WHEREOF, the undersigned Corporation has caused this Certificate of
Amendment of Articles of Incorporation to be signed by a duly authorized officer
this 10th day of September, 2004.
ACS HOLDINGS, INC.
By:
------------------------------
Name: Walter H. Roder II
Title: President and Secretary
10