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
14c-5(d)(2))
|_| Definitive Information Statement
INNER SYSTEMS, INC.
(Name of Registrant as Specified in its Charter)
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|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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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
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paid previously. Identify the previous filing by registration statement
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P R E L I M I N A R Y C O P Y
INNER SYSTEMS, INC.
1895 Byrd Drive
East Meadow, New York 11554
INFORMATION STATEMENT
(Dated May __, 2007)
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THE "ACTIONS", DEFINED BELOW, HAVE ALREADY BEEN APPROVED BY WRITTEN
CONSENT OF THE SHAREHOLDERS WHO OWN A MAJORITY (76.2%) OF THE OUTSTANDING SHARES
OF COMMON STOCK OF INNER SYSTEMS, INC. A VOTE OF THE REMAINING SHAREHOLDERS IS
NOT NECESSARY.
GENERAL
This Information Statement is being furnished on or about the date first
set forth above to holders (who are holders of record as of the close of
business on May 21, 2007) of the common stock, $0.001 par value per share
("Common Stock"), of Inner Systems, Inc., a New York corporation ("we" or the
"Company"), in connection with the following (the "Actions"):
1. Increasing the number of authorized shares of Common Stock from
20,000,000 to 100,000,000; and
2. Amending the Company's Certificate of Incorporation, with the only
amendment being the increase of the number of authorized shares of Common Stock
described above.
Our Board of Directors has unanimously approved, and John M. Sharpe, Jr.,
our President, who owns 762,291 shares (76.2%) of the 1,000,000 shares of Common
Stock outstanding as of the date of this Information Statement, has consented in
writing to, the Actions. Such approval and consent are sufficient under Section
615 of the Business Corporation Law of the State of New York ("BCL") and our
By-Laws to approve the Action. The elimination of the need for a special or
annual meeting of stockholders to ratify or approve the Actions is authorized by
Section 615 of the BCL, which provides that the written consent of stockholders
holding at least a majority of the voting power may be substituted for such a
special or annual meeting. In order to eliminate the costs and management time
involved in holding a special or annual meeting and in order to effect or ratify
the Actions as early as possible in order to accomplish the purposes of the
Company as hereafter described, the Board of Directors voted to utilize the
written consent of stockholders holding a majority of the voting power of the
Company. Our Board of Directors does not intend to solicit any proxies or
consents in connection with the foregoing actions. Accordingly, the Actions will
not be submitted to our other shareholders for a vote and this Information
Statement is being furnished to shareholders solely to provide them with certain
information concerning the Actions in accordance with the requirements of New
York law and the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder, including particularly Regulation 14C.
The offices of the Company are located at 1895 Byrd Drive, East Meadow,
New York 11554 and the Company's telephone number is (516) 794-2179.
OUTSTANDING SHARES AND VOTING RIGHTS
As of Mat 21, 2007, the Company's authorized capitalization consists of
20,000,000 shares of Common Stock par value $0.001, of which 1,000,000 were
issued and outstanding and 5,000,000 shares of Preferred Stock par value $0.001,
none of which were issued and outstanding. Holders of Common Stock have equal
rights to receive dividends when, as and if declared by our Board of Directors,
out of funds legally available therefore. Holders of Common Stock have one vote
for each share held of record and do not have cumulative voting rights and are
entitled, upon liquidation of the Company, to share ratably in the net assets
available for distribution, subject to the rights, if any, of holders of any
preferred stock then outstanding. Shares of Common Stock are not redeemable and
have no preemptive or similar rights. All outstanding shares of Common Stock are
fully paid and nonassessable.
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INCREASE IN NUMBER OF AUTHORIZED SHARES
The Company intends to increase the number of shares of its Common Stock
that it is authorized to issue. The Company believes that this increase in the
number of authorized shares is appropriate and in the best interests of the
Company. The increase in the number of authorized shares of our Common Stock
will become effective upon the Company's filing of the Certificate of Amendment
of Certificate of Incorporation, described below, with the Secretary of State of
New York.
Since the number of authorized shares of our Common Stock will be
increased to 100,000,000, the issuance in the future of such authorized shares
may have the effect of diluting the earnings per share and book value per share,
as well as the stock ownership and voting rights, of the currently outstanding
shares of Common Stock.
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
The Company intends to file with the Secretary of State of New York its
Certificate of Amendment of Certificate of Incorporation, in the form attached
hereto as Exhibit A, approximately 21 days after the date of this Information
Statement. The only amendment to the Company's Certificate of Incorporation will
be with respect to the increase of the number of authorized shares of Common
Stock of the Company from 20,000,000 to 100,000,000.
DISSENTERS' RIGHT OF APPRAISAL
Stockholders do not have the statutory right to dissent and obtain an
appraisal of their shares under New York law in connection with the increase in
the number of authorized shares of our Common Stock.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of our Common Stock as of February 28, 2007 by (i) each
person who, to our knowledge, beneficially owns more than 5% of outstanding
shares of our Common Stock; (ii) each of our current directors and executive
officers; and (iii) all of our current directors and executive officers as a
group:
Name of
Beneficial Owner No. of Shares Percent of Class
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John M. Sharpe, Jr. 762,291 76.2%
Pryor & Mandelup 65,000 6.5%
All Officers & Directors as a Group
(1 person) 762,291 76.2%
By order of the Board of Directors,
John M. Sharpe, Jr.,
Secretary
May 21, 2007
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EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
INNER SYSTEMS, INC.
Under Section 805 of the Business Corporation Law
FIRST: The name of the corporation is: Inner Systems, Inc.
SECOND: The date of filing of the certificate of incorporation with the
Department of State is September 16, 1997.
THIRD: The amendment effected by this certificate of amendment is as follows:
Paragraph FOURTH of the Certificate of Incorporation relating to the number of
authorized shares is hereby amended to read in its entirety as follows:
"FOURTH: The aggregate number of shares which the Corporation shall have
the authority to issue is 105,000,000 shares, par value $.001 per share, of
which 100,000,000 are common shares, $.001 par value per share, and 5,000,000
are preferred shares, $.001 par value per share. The Board of Directors may
divide the preferred shares into one or more series and issue such preferred
shares from time to time with such preferences, privileges, limitations and
relative rights as it may determine."
FOURTH: This certificate of amendment was authorized by the vote of the board of
directors followed by receipt by the Corporation of the written consent of the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize such action at a meeting at which all
shares entitled to vote thereon were present and voted.
/s/ John M. Sharpe, Jr.
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John M. Sharpe, Jr., Secretary
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