UNITED STATES
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:
[X] Preliminary Information Statement
[_] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e) (2))
[_] Definitive Information Statement
Key Command International Corp.
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(Name of Registrant As Specified In Its Charter)
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[X] No fee required
[ ] Fee computed on table below per Exchange 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 of 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: __________________________
KEY COMMAND INTERNATIONAL CORP.
c/o Vertical Capital Partners, Inc.
488 Madison Avenue, 8th Floor
New York, NY 10022
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INFORMATION STATEMENT
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
On February 1, 2005, the Board of Directors of Key Command
International Corp. (the "Company") unanimously approved the Certificate of
Amendment to the Certificate of Incorporation of the Company (the "Amendment"),
to decrease the 96,473,040 currently outstanding shares of Common Stock to an
aggregate of 1,004,928 shares of Common Stock and the issuance of one share of
Common Stock for every 96 shares of Common Stock outstanding as of the date
hereof. The reason for the amendment is to afford the Company greater
flexibility in meeting its future capital requirements, for a financing, merger
or acquisition and other corporate needs. The Amendment also provides for the
authorization of Series A Convertible Preferred Stock for which shareholder
approval was not required under the Company's Certificate of Incorporation.
THIS INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR INFORMATIONAL
PURPOSES TO NOTIFY THE COMPANY'S STOCKHOLDERS OF ANTICIPATED EVENTS WHICH WILL
RESULT IN AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION ON MARCH
__, 2005, TO PROVIDE FOR A REDUCTION IN THE NUMBER OF ISSUED AND OUTSTANDING
SHARES. THE PROPOSED AMENDMENT WILL NOT TAKE EFFECT UNTIL TWENTY (20) DAYS AFTER
THIS INFORMATION STATEMENT IS MAILED TO OUR STOCKHOLDERS.
Delaware law permits stockholder action to be taken without a meeting
if consent in writing is received from a majority of all stockholders who would
be entitled to vote upon the action if such meeting were held. Delaware law then
requires prompt notice to those stockholders who did not consent in writing. By
written actions taken as of February 1, 2005, the Company's principal
stockholders, who collectively own approximately 76% of the outstanding shares
of the Company's Common Stock consented to the foregoing corporate action as
well as to the execution and filing of all necessary documentation to evidence
and effectuate the transaction. The Company had 96,473,040 shares of Common
Stock outstanding as of February 1, 2005. Each share of Common Stock has one
vote. This Information Statement is provided to the stockholders of record as of
February 4, 2005.
The date of this Information Statement is February __, 2005.
PRINCIPAL STOCKHOLDERS
The following table sets forth information known to us with respect to
the beneficial ownership of 96,473,040 shares of our common stock outstanding,
as of February 1, 2005 by:
o Each person known by us to beneficially own 5% or more of our
common stock,
o Each of our executive officers and directors, and
o All of our executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the
SEC and includes voting and investment power. Under SEC rules, a person is
deemed to be the beneficial owner of securities which may be acquired by such
person upon the exercise of options and warrants or the conversion of
convertible securities within 60 days from the date on which beneficial
ownership is to be determined. Each beneficial owner's percentage ownership is
determined by dividing the number of shares beneficially owned by that person by
the base number of outstanding shares, increased to reflect the
beneficially-owned shares underlying options, warrants or other convertible
securities included in that person's holdings, but not those underlying shares
held by any other person.
Except as otherwise indicated in the notes to the following table,
o We believe that all shares are beneficially owned, and investment
and voting power is held by, the persons named as owners; and
o The address for each beneficial owner listed in the table, except
where otherwise noted, is at Key Command International Corp. c/o
Vertical Capital Partners, Inc., 488 Madison Avenue, 8th Floor, New
York, NY 10022.
AMOUNT AND NATURE OF PERCENTAGE OF SHARES
NAME OF SHAREHOLDER BENEFICIAL OWNERSHIP BENEFICIALLY OWNED
- ----------------------------------- -------------------- --------------------
Allied International Fund, Inc. 35,575,000 36.9%
488 Madison Avenue, 8th Floor
New York, NY 10022
Global Asset Management LLC 37,500,000 38.9%
488 Madison Avenue, 8th Floor
New York, NY 10022
Frank Cantatore - 0 - - 0 -
Command International Group, Inc.(1) 4,660,302 4.8%
Gary Schonwald, Esq. 5,500,000 5.7%
800 Third Avenue, 21st Floor
New York, NY 10022
All executive officers and 37,500,000 38.9%
directors as a group (2 persons)
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(1) This entity is a holding company comprised of various shareholders,
including members of management.
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CERTAIN EFFECTS OF DECREASE OF OUTSTANDING SHARES OF COMMON STOCK AND
AUTHORIZATION OF SERIES A PREFERRED STOCK ON HOLDERS OF OUTSTANDING COMMON STOCK
The Company's Certificate of Incorporation authorizes the issuance of
100,000,000 shares of Common Stock, of which 96,473,040 shares are currently
outstanding; and 5,000,000 shares of Preferred Stock, of which 20,000 shares are
currently outstanding.
Immediately after the reverse split, there will be approximately
1,004,928 shares of Common Stock outstanding and 98,995,072 authorized but
unissued shares. In addition, as a result of the Amendment to the Certificate of
Incorporation dated February 4, 2005, the Company shall have the authority to
issue 20,000 shares of Series A Convertible Preferred Stock. No shareholder
approval was required to create the Series A Preferred Stock under the Company's
Certificate of Incorporation. The Series A Preferred Stock is being issued at
$1.00 per share to a group of investors, including members of management, in
order for the Company to pay its independent auditors in full for all work
necessary to make all required filings with the Securities and Exchange
Commission ("SEC"). Unless the Company is current in its filings with the SEC,
it will be unable to attract a merger or acquisition candidate and complete a
transaction. The Series A Preferred Stock is convertible following the reverse
stock split upon completion of a business combination as defined under the
Delaware General Corporation Law, into an aggregate of 4,240,000 Shares of
Common Stock at a rate of 212 shares of Common Stock for every one share of
Series A Preferred Stock so converted.
A direct, but unintended consequence of the split would be to create a
large excess of authorized but unissued shares. However, the Company believes
that it is necessary to have shares available for potential issuances in order
to afford the Company greater flexibility in meeting the future capital
requirements of the Company for a financing, merger or acquisition and for other
corporate needs which may arise.
Although the proposed Amendment to the Certificate of Incorporation
authorizing a decrease in the number of outstanding shares of Common Stock is
not designed to deter or prevent a change in control, under certain
circumstances, the Company could, nevertheless, use unissued Common Stock, as
well as its Serial Preferred Stock, to create impediments or frustrate persons
seeking to effect a takeover or otherwise gain control of the Company and
thereby protect the continuity of the Company's Management. In addition, the
issuance of additional Common Stock or Preferred Stock at below market value
would dilute the value of the Company's then outstanding securities.
The Company could also place such shares privately with purchasers who
might support the Company's existing Board of Directors in opposing a hostile
takeover bid, although the Company has no present intention to do so. The
Company does not currently have any plans, agreements, commitments or
understandings with respect to the implementation of the issuance of additional
Common Stock or Preferred Stock.
A copy of the proposed Amendment to the Certificate of Incorporation is
attached as attached Appendix A to this Information Statement and should be read
by stockholders in its entirety.
By order of the
Board of Directors
/s/ Robert Fallah
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Robert Fallah, Secretary
New York, New York
February _, 2005
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
KEY COMMAND INTERNATIONAL CORP.
Key Command International Corp. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the Board,
adopted the following resolutions proposing and declaring advisable the
following amendment to the Certificate of Incorporation of said corporation:
RESOLVED, that the Board of Directors declare it advisable and
recommend to the stockholders for their approval, that the Certificate of
Incorporation of the Corporation be amended by changing Article Fourth thereof
so that, as amended, said Article shall be and read with the following paragraph
inserted beneath Section 4.1:
4.2. REVERSE STOCK SPLIT. The Board of Directors of the Corporation
hereby approves the issuance of 1 share of Common Stock for each 96
shares of Common Stock outstanding as of the date hereof, which shall
result in a decrease in the 96,473,040 currently outstanding shares of
Common Stock to an aggregate of 1,004,928 shares of Common Stock.
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent by a majority of the issued and
outstanding Shares of Common Stock to the addition of Section 4.2, in accordance
with the provisions of Section 228 of General Corporation Law of the State of
Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 228 and 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said the Corporation has caused this certificate to
be signed by the undersigned authorized officer this ______ day of February,
2005.
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Robert Fallah
President and Chief Executive Officer
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