UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
(RULE 14c-101)
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
TELEPLUS ENTERPRISES, INC.
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(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.
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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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(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
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TelePlus Enterprises, Inc.
7575 Transcanadienne, Suite 305
St-Laurent, Quebec, Canada H4T 1V6
June 13, 2005
To Our Stockholders:
The purpose of this information statement is to inform the holders
of record of shares of our common stock as of the close of business on the
record date, June 3, 2005 (the "Record Date"), that our board of directors has
recommended and a majority of our stockholders have approved a proposed
amendment which will amend our articles of incorporation to increase the
authorized shares of our common stock from 150,000,000 to 600,000,000 shares.
Our board of directors believes that our current capital structure
is inadequate for our present and future needs. We currently have 76,234,972
shares of common stock outstanding. We have issued options, warrants,
convertible debentures and other instruments which give the holders the right to
acquire an estimated additional 16,225,000 shares of common stock. Our
authorized common stock consists of 150,000,000 shares.
We are increasing our authorized common stock to 600,000,000 to: (1)
allow for potential future issuances of common stock, or options, warrants,
convertible debentures and other instruments exercisable for or convertible into
common stock; and (2) ensure that we have sufficient authorized common stock to
satisfy our obligations to issue common stock upon the exercise or conversion of
options, warrants, convertible debentures and other instruments that are already
outstanding.
Visioneer Holdings Group, Inc., a majority stockholder who holds
41,800,000 shares of our common stock, voted in favor of the proposed amendment
to our articles of incorporation through action taken by consent and without a
meeting, as authorized by Section 78.320 of the Nevada General Corporation Law.
Visioneer Holdings Group, Inc. has the power to pass the proposed amendment
without the concurrence of any of our other stockholders.
Pursuant to our bylaws, each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote of
stockholders. Therefore, Visioneer Holdings Group, Inc. has the power to vote
41,800,000 shares of our common stock, which number exceeds the majority of the
issued and outstanding shares of our common stock on the Record Date required to
pass the proposed amendment.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
This information statement is being mailed on or about June 13, 2005
to all stockholders of record as of the Record Date.
We appreciate your continued interest in TelePlus Enterprises, Inc.
Very truly yours,
/s/ Marius Silvasan
Chief Executive Officer
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TelePlus Enterprises, Inc.
7575 Transcanadienne, Suite 305
St-Laurent, Quebec, Canada H4T 1V6
INFORMATION STATEMENT
June 13, 2005
This information statement is to inform the holders of record of
shares of our common stock as of the Record Date, that our board of directors
has recommended and that a majority of our stockholders have approved a proposed
amendment which will amend our articles of incorporation to increase the
authorized shares of our common stock from 150,000,000 to 600,000,000 shares.
This information statement is being mailed on or about June 13th,
2005 to all stockholders of record as of the Record Date.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
VOTING SECURITIES
On June 3, 2005, our board of directors unanimously approved the
proposed amendment and recommended that such proposal be submitted for
stockholder approval. Adoption of the proposed amendment to our articles of
incorporation requires the approval of our stockholders holding not less than a
majority of our issued and outstanding common stock. As of the Record Date,
76,234,972 shares of our common stock were issued and outstanding. Each share of
our common stock outstanding entitles the holder to one vote on all matters
brought before the common stockholders.
Visioneer Holdings Group, Inc., a majority stockholder who holds
41,800,000 shares of our common stock, voted in favor of the proposed amendment
to our articles of incorporation through action taken by consent and without a
meeting, as authorized by Section 78.320 of the Nevada General Corporation Law.
Visioneer Holdings Group, Inc. has the power to pass the proposed amendment
without the concurrence of any of our other stockholders.
ACCORDINGLY, WE ARE NOT ASKING OUR STOCKHOLDERS FOR A PROXY AND
STOCKHOLDERS ARE REQUESTED NOT TO SEND A PROXY.
DISTRIBUTION AND COSTS
We will pay all costs associated with the distribution of this
information statement, including the costs of printing and mailing. In addition,
we will only deliver one information statement to multiple stockholders sharing
an address, unless we have received contrary instructions from one or more of
the stockholders. Also, we will promptly deliver a separate copy of this
information statement and future stockholder communication documents to any
stockholder 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 future stockholder communication documents to any security holder or holders
sharing an address to which multiple copies are now delivered, upon written
request to us at our address noted above.
Stockholders may also address future requests regarding delivery of
information statements and/or annual reports by contacting us at the address
noted above.
DISSENTERS' RIGHT OF APPRAISAL
No action will be taken in connection with the proposed amendment to
our articles of incorporation by our board of directors or the voting
stockholders for which Nevada law, our articles of incorporation or bylaws
provide a right of a stockholder to dissent and obtain appraisal of or payment
for such stockholder's shares.
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SUMMARY OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION
Our board of directors has adopted and a majority of our
stockholders have approved an amendment to our articles of incorporation, a copy
of which is attached hereto as Attachment A. The following description of the
amendment is qualified by reference to the full text of the amendment.
PROPOSAL
Our board of directors believes that our current capital structure
is inadequate for our present and future needs. Therefore, the board has
approved the amendment of our articles of incorporation to increase the
authorized number of shares of common stock from 150,000,000 shares to
600,000,000 shares.
PURPOSE OF THE AMENDMENT
We are increasing our authorized shares of common stock to
600,000,000 shares: (1) to allow for potential future issuances of common stock,
or options, warrants, convertible debentures and other instruments exercisable
for or convertible into common stock; and (2) to ensure that we have sufficient
authorized common stock to satisfy our obligations to issue common stock upon
the exercise or conversion of options, warrants, convertible debentures and
other instruments that are already outstanding.
Increasing the number of authorized shares of our common stock will
enable us to issue, offer and sell additional shares of common stock in the
future. It will also enable us to grant, issue, offer and sell options,
warrants, convertible debentures and other instruments exercisable for or
convertible into shares of common stock in the future. Additional authorized but
unissued shares of common stock, and additional options, warrants, convertible
debentures and other instruments may be issued at such times and for such
consideration as the board of directors may determine to be appropriate. These
issuances may be without further authority from the Company's stockholders,
except as otherwise required by applicable corporate law or applicable stock
exchange policies.
EFFECT OF THE AMENDMENT
The amendment will affect all of our stockholders uniformly and will
not affect any stockholder's percentage ownership interests in our common stock
or proportionate voting power, unless and until additional shares of common
stock authorized through the amendment are issued.
The amendment will have the following effects upon the shares of our
capital stock outstanding and the number of authorized and unissued shares of
capital stock:
o The number of shares of common stock owned by each stockholder
will remain the same;
o The number of shares of authorized common stock will increase
to 600,000,000 shares;
o The number of shares of authorized preferred stock will remain
unchanged; and
o The par value of the common stock will remain unchanged.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
We believe that there are no federal income tax consequences to
holders of common stock. However, our beliefs regarding the tax consequence of
the amendment are not binding upon the Internal Revenue Service or the courts,
and there can be no assurance that the Internal Revenue Service or the courts
will accept the positions expressed above.
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This summary does not purport to be complete and does not address
the tax consequences to holders that are subject to special tax rules, such as
banks, insurance companies, regulated investment companies, personal holding
companies, foreign entities, nonresident foreign individuals, broker-dealers and
tax exempt entities. Stockholders are urged to consult their own tax advisors
with respect to the Federal, State and local tax consequences of the amendment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information regarding the beneficial
ownership of all shares of our common stock as of the record date, by:
o Each person who beneficially owns more than five percent of the
outstanding shares of our common stock;
o Each of our directors;
o Each named executive officer; and
o All directors and officers as a group.
Title of Class Name and Address of Beneficial Amount of Beneficial Percent of Class
Owner Ownership(1)
Common stock Marius Silvasan 45,320,000(2) 59.5%
7575 Transcanadienne, Suite 305
St-Laurent, Quebec H4T 1V6
Common stock Hakan Wretsell 50,000 0%
7575 Transcanadienne, Suite 305
St-Laurent, Quebec H4T 1V6
Common stock Michael L. Karpheden 50,000 0%
8510 SW 149 Ave.
# 1115
Miami, Florida 33193
Common stock Robert B. Krebs 160,000 0%
7575 Transcanadienne, Suite 305
St-Laurent, Quebec H4T 1V6
Common Stock Kelly McLaren 20,000 0%
7575 Transcanadienne, Suite 305
St-Laurent, Quebec H4T 1V6
Common stock All Directors and Officers as a 45,600,000 59.8%
Group
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(1) The number of shares of common stock owned are those "beneficially owned" as
determined under the rules of the Securities and Exchange Commission, including
any shares of common stock as to which a person has sole or shared voting or
investment power and any shares of common stock which the person has the right
to acquire within 60 days through the exercise of any option, warrant or right.
As of June 3, 2005, there were 76,234,972 shares of common stock outstanding.
(2) 100% of shares are beneficially owned through Visioneer Holdings Group, Inc.
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CHANGE OF CONTROL
The Company does not anticipate any changes in control of the
Company nor has a change of control occurred in its last fiscal year.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
The security holdings of our directors and executive officers are
listed above in the section entitled " Security Ownership of Certain Beneficial
Owners and Management." Except as disclosed above, none of the following persons
has any substantial interest, direct or indirect, by security holdings or
otherwise, in any matter to be acted upon:
(i) Any director or officer since the beginning of our last fiscal year;
(ii) Any proposed nominee for election as a director; or
(iii) Any associate or affiliate of any of the foregoing persons.
OTHER MATTERS
The Board is not aware that any matter other than those described in
this Information Statement is to be presented for the consent of the
stockholders.
FINANCIAL AND OTHER INFORMATION
The following information contained in the Company's Annual Report on Form
10-KSB for the year ended December 31, 2004, as filed with the Securities and
Exchange Commission on March 31, 2005 is incorporated herein by reference: (i)
the Company's audited financial statements for the years ended December 31, 2004
and 2003 and (ii) the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" set forth in Item 6 of Part II.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
One Information Statement will be delivered to multiple stockholders
sharing an address unless we receive contrary instructions from one or more of
the stockholders sharing such address. Upon receipt of such notice, we will
undertake to promptly deliver a separate copy of the Information Statement to
the stockholder at the shared address to which a single copy of the Information
Statement was delivered and provide instructions as to how the stockholder can
notify us that the stockholder wishes to receive a separate copy of this
Information Statement or other communications to the stockholder in the future.
In the event a stockholder desires to provide us with such notice, it may be
given verbally by telephoning our offices at (514) 344-0778 or by mail to our
address at 7575 Transcanadienne, Suite 305 St-Laurent, Quebec, Canada H4T 1V6,
Attn: Secretary.
A COPY OF OUR ANNUAL REPORT ON FORM 10-KSB WILL BE PROVIDED, WITHOUT CHARGE, TO
ANY STOCKHOLDER UPON THE WRITTEN REQUEST OF SUCH STOCKHOLDER TO OUR OFFICES AT
7575 TRANSCANADIENNE, SUITE 305 ST-LAURENT, QUEBEC, CANADA H4T 1V6, ATTN:
SECRETARY.
INCORPORATION BY REFERENCE
This Information Statement incorporates by reference certain information
contained in our annual report on Form 10-KSB for our fiscal year ended December
31, 2004, as filed with the Securities and Exchange Commission on March 31,
2005.
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By Order of the Board of Directors,
/s/ Marius Silvasan
Chief Executive Officer
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Attachment A
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELEPLUS ENTERPRISES, INC.
The undersigned, being the Chief Executive Officer and Chief Financial Officer
of TelePlus Enterprises, Inc. (the "Company"), hereby declares that the original
Articles of Incorporation of the Company was filed with the Secretary of State
of the State of Nevada on April 16, 1999. The majority of the stockholders of
the Company, acting by written consent in lieu of a meeting pursuant to Section
78.320 of the Nevada General Corporation Law, unanimously voted for the
following amendment to the Articles of Incorporation:
IV. This corporation is authorized to issue two classes of shares, to be
designated respectively common shares and preferred shares. The
total authorized common shares of stock for this corporation is SIX
HUNDRED MILLION (600,000,000) shares, each share having $0.001 par
value. The total authorized preferred shares of stock for this
corporation is TEN MILLION (10,000,000) shares, each share having
$0.01 par value. No stock of this corporation shall be subject to
assessment and no holder of any share or shares shall have
preemptive rights to subscribe to any or all issues of shares or
other securities of this corporation.
The undersigned, being the Chief Executive Officer and Chief Financial Officer
of TelePlus Enterprises, Inc., hereby declares and certify that the facts stated
herein are true and, accordingly, have hereunto set their hands this 3rd day of
June 2005.
By: /s/ Marius Silvasan
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Name: Marius Silvasan
Title: Chief Executive Officer
By: /s/ Robert B. Krebs
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Name: Robert B. Krebs
Title: Chief Financial Officer
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