UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
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
CobraTech International, Inc.
(Name of Registrant As Specified In Its Charter)
Commission File Number: 000-28005
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.
Title of each class of securities to which transaction
applies:_____________________________ Aggregate number of securities to which
transaction applies:_____________________________ 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):
---------------------------------------------------
Proposed maximum aggregate value of transaction:_________
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.
Amount Previously Paid:______________________________
Form, Schedule or Registration Statement No.:____________
Filing Party:________________________________________
Date Filed:_________________________________________
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CobraTech International, Inc.
Suite 2300, 1066 West Hastings Street
Vancouver, British Columbia
Canada V6E 3X2
NOTICE OF ACTION TAKEN BY
WRITTEN CONSENT OF MAJORITY
SHAREHOLDERS
Dear Shareholders:
We are writing to advise you that CobraTech International, Inc. will (i) change
its name to MetaSource Group, Inc.; (ii) increase the authorized number of
shares of common stock, $.001 par value per share, from 25,000,000 to
100,000,000;(iii) authorize 10,000,000 shares of preferred stock, $.001 par
value per share; and (iv) reverse split our issued and outstanding common stock
on a 1 for 1.8773 basis, as described in this Information Statement. These
actions were approved on April 22, 2002, by unanimous approval of our Board of
Directors. In addition, shareholders holding a majority of our outstanding
common stock approved those actions by written consent in lieu of a meeting on
April 22, 2002, in accordance with the relevant sections of Nevada General
Corporation Law. Those actions will not be effective until we amend our Articles
of Incorporation by filing a Certificate of Amendment to our Articles of
Incorporation with the Nevada Secretary of State. We intend to file the
Certificate of Amendment twenty days after this Information Statement is first
mailed to our shareholders.
Our purpose in changing our name was to reflect the fact that we intend to
acquire a currently privately held Delaware corporation named Meta Source
Systems, Inc. by merging it with and into our wholly owned subsidiary, Meta
Source Acquisition Corp., a Delaware corporation. We believe that the
acquisition will increase the total value of the corporation to our investors
and better position us to take advantage possible future financings and
acquisition opportunities, and other corporate purposes as the board of
directors determines in its discretion to be in the best interest of the
corporation, and which may include future stock splits, stock dividends or other
distributions, future financings, acquisitions and stock options and other
equity benefits under our employee benefit plans. To facilitate the acquisition
of Meta Source Systems, Inc., we are increasing the number of authorized shares
of common stock, authorizing preferred stock, and effecting a reverse split of
our outstanding shares of common stock, which we believe will enable us to
promptly take advantage of future favorable opportunities that may present
themselves without the delay and expense associated with holding a special
meeting of stockholders.
No action is required by you. The accompanying Information Statement is
furnished only to inform our shareholders of the action described above before
it takes effect in accordance with Rule 14c-2 promulgated under the Securities
Act of 1934. This Information Statement is being mailed to you on or about May
3, 2002.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
By order of the Board of Directors,
/s/ Joe Cheung
- -----------------------
Joe Cheung
President
Vancouver, British Columbia, Canada
April 22, 2002
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CobraTech International, Inc.
Suite 2300, 1066 West Hastings Street
Vancouver, British Columbia
Canada V6E 3X2
INFORMATION STATEMENT REGARDING
ACTION TAKEN BY WRITTEN CONSENT OF
MAJORITY OF SHAREHOLDERS
We are furnishing this Shareholder Information Statement to you to provide you
with information and a description of an action taken by written consent of a
majority of our shareholders on April 22, 2002, in accordance with the relevant
Sections of the Nevada General Corporation Law. This action was taken by one
shareholder who individually owns in excess of the required majority of our
outstanding common stock necessary for the adoption of the action.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is being mailed on or about May 3, 2002 to
shareholders of record on May 3, 2002. The Information Statement is being
delivered only to inform you of the corporate action described herein before it
takes effect in accordance with Rule 14c-2 promulgated under the Securities
Exchange Act of 1934.
We have asked brokers and other custodians, nominees and fiduciaries to forward
this Information Statement to the beneficial owners of the common stock held of
record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
GENERAL
On April 22, 2002, our Board of Directors unanimously approved, subject to
shareholder approval, the following actions:
(i) an amendment to our Articles of Incorporation to change our corporate
name to MetaSource Group, Inc.;
(ii) an amendment to our Articles of Incorporation to increase the
authorized number of shares of common stock, $.001 par value per share,
from 25,000,000 to 100,000,000;
(iii) an amendment to our Articles of Incorporation to authorize 10,000,000
shares of preferred stock, $.001 par value per share; and
(iv) reverse split our issued and outstanding common stock on a 1 for 1.8773
basis.
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On April 22, 2002, one shareholder who individually owns in excess of the
required majority of our outstanding common stock necessary for the adoption of
the action, approved those actions taken by written consent. The full text of
the proposed amendments to the Articles of Incorporation is attached hereto as
Exhibit A.
PURPOSE OF CHANGE IN NAME OF THE CORPORATION
We intend to acquire a currently privately held Delaware corporation named Meta
Source Systems, Inc. ("MSS") by merging (the "Merger") MSS with and into our
wholly owned subsidiary, Meta Source Acquisition Corp., a Delaware corporation,
which will be the surviving corporation. If and when the Merger closes, on the
day of such closing, we will issue a report on Form 8-K that contains full
disclosure about the combined entities including audited financial statements,
pro forma financial statements and full narrative disclosure similar to the
disclosure found in a registration statement. Because the acquisition will be
made by our subsidiary, our stockholders do not have the right to vote on the
acquisition.
PURPOSE AND APPROVAL OF AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE
AUTHORIZED SHARES OF COMMON STOCK AND AUTHORIZE PREFERRED STOCK
Our Articles of Incorporation currently authorize the issuance of 25,000,000
shares of common stock, par value $.001 per share, and no shares of preferred
stock, par value $.001 per share. Our board has unanimously adopted, subject to
stockholder approval, an amendment to our Articles of Incorporation to increase
the number of authorized shares of our common stock from 25,000,000 shares to
100,000,000 shares and to authorize 10,000,000 shares of preferred stock, par
value $.001 per share.
Approval of the amendment to our Articles of Incorporation requires the
affirmative vote of a majority of the outstanding shares of common stock
entitled to vote on this proposal.
The purpose of increasing the number of authorized shares of common stock and
authorizing preferred stock is to provide additional authorized shares which
will be issued to fulfill possible future financings, and for acquisitions and
such other corporate purposes as the board of directors determines in its
discretion. These corporate purposes may include future stock splits, stock
dividends or other distributions, future financings, acquisitions and stock
options and other equity benefits under our employee benefit plans. The increase
in the number of authorized shares of common stock and authorization of
preferred stock would enable us to promptly take advantage of market conditions
and the availability of favorable opportunities without the delay and expense
associated with holding a special meeting of stockholders.
After filing the amendment, the board of directors is authorized to issue any of
the additional shares of common stock and preferred stock at such times, to such
persons and for such consideration as it may determine in its discretion, except
as may otherwise be required by applicable law or the rules of any exchange on
which the common stock and preferred stock may be listed. When and if they are
issued, these additional shares of common stock would have the same rights and
privileges as the presently issued and outstanding shares of common stock.
One result of an increase in the number of shares of authorized common stock and
preferred stock may be to help the Board of Directors discourage or render more
difficult a change in control. For example, the additional shares could be
issued to dilute the voting power of, create voting impediments for, or
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otherwise frustrate the efforts of, persons seeking to effect a takeover or gain
control of us, whether or not the change of control is favored by a majority of
unaffiliated stockholders. We could also privately place shares with purchasers
who might side with the board of directors in opposing a hostile takeover bid.
We have not adopted this amendment with the intention of using the additional
shares for anti-takeover purposes, although we could theoretically use the
additional shares to make it more difficult or to discourage an attempt to
acquire control of our Company. We are not aware of any proposed or contemplated
transaction of this type.
The issuance of any additional shares of common stock would also have the effect
of diluting the equity interests of existing stockholders and the earnings per
share of existing shares of common stock. Such dilution may be substantial,
depending upon the amount of shares issued.
The newly authorized shares of common stock will have voting and other
rights identical to those of the currently authorized shares of common stock.
The amendment to increase the number of authorized shares and to authorize
preferred stock will have no effect on the legal rights of the holders of the
existing shares of common stock.
PURPOSE OF REVERSE SPLIT
The Board of Directors authorized and approved a reverse stock split of 1 to
1.8773 of our issued and outstanding common stock. The intent of the reverse
stock split is to increase the marketability and liquidity of the common stock
and reduce the number of issued and outstanding shares of our common stock prior
to the Merger between MSS and our wholly owned subsidiary, Meta Source
Acquisition Corp., a Delaware corporation. Upon approval of the reverse stock
split, each 1.8773 shares of our issued and outstanding common stock will
automatically be reduced to one (1) fully paid and nonassessable share of common
stock, $0.001 par value per share. Fractional shares will be rounded upward. We
intend to issue new stock certificates to shareholders of record upon the
effective date of the reverse split. Each certificate representing 1.8773 issued
and outstanding shares of our common stock immediately prior to the effective
date of the reverse split will be exchanged for one (1) share of common stock
after the effective date of the reverse split. The reverse stock split will
reduce the number of shares of common stock outstanding from 24,200,030 shares
as of April 22, 2002, to approximately 12,890,870 shares, assuming that no
additional shares of common stock are issued by the Company after that date and
that the reverse split is effectuated. The common stock will continue to be
$0.001 par value common stock following any reverse split, and the total number
of shares of common stock outstanding will be reduced.
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT
The following is a summary of the material federal income tax consequences of
the proposed reverse stock split. 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 alien individuals,
broker-dealers and tax-exempt entities. This summary is based on the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury regulations and proposed
regulations, court decision and current administrative rulings and
pronouncements of the Internal Revenue Service, all of which are subject to
change, possibly with retroactive effect, and assumes that the newly issued
common stock will be held as a "capital asset" (generally, property held for
investment) as defined in the Code. Holders of the current common stock are
advised to consult their own tax advisers regarding the federal income
consequences of the proposed reverse stock split in light of their personal
circumstances and the consequences under, state, local and foreign tax laws.
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1. The reverse stock split will qualify as a recapitalization described in
Section 368(a)(1)(E) of the Code.
2. No gain or loss will be recognized by the Company in connection with the
reverse stock split.
3. No gain or loss will be recognized by a shareholder who exchanges all of his
shares of current common stock solely for shares of post-reverse split common
stock.
4. The aggregate basis of the shares of post-reverse split common stock to be
received in the reverse stock split (including any whole shares received in lieu
of fractional shares) will be the same as the aggregate basis of the shares of
current common stock surrendered in exchange therefore.
5. The holding period of the shares of post-reverse split common stock to be
received in the reverse stock split (including any whole shares received in lieu
of fractional shares) will include the holding period of the shares of current
common stock surrendered in exchange therefor.
PROCEDURE FOR APPROVAL OF AMENDMENTS TO OUR ARTICLES OF INCORPORATION; VOTE
REQUIRED
The Nevada General Corporation Law requires that, in order for us to amend our
Articles of Incorporation, such amendment must be approved by our Board of
Directors and approved by a majority of the outstanding shares entitled to vote.
The Nevada General Corporation Law also provides that any action which may be
taken at a meeting of the shareholders may be taken without a meeting and
without prior notice, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of a majority of the outstanding shares
entitled to vote.
On April 22, 2002, the record date for determination of the shareholders
entitled to receive this Information Statement, there were 24,200,030 shares of
common stock outstanding. The holders of common stock are entitled to one vote
for each share held of record on all matters submitted to a vote of our
shareholders. We needed the affirmative vote of at least a majority of the
outstanding shares of our common stock to approve the name change. Our board of
directors, by its unanimous written consent, adopted resolutions approving an
amendment to our Articles of Incorporation to effect the name change, increase
the number of authorized shares of common stock and authorize shares of
preferred stock. By Action of Written Consent, dated April 22, 2002, holders
representing 14,000,000 shares of our issued and outstanding common stock or
57.85% of the shares of outstanding common stock approved the name change, the
increase in the number of authorized shares of common stock, the authorization
of shares of preferred stock, and the reverse stock split.
EFFECTIVE DATE OF AMENDMENT
The amendment to our Articles of Incorporation will become effective upon the
filing with the Nevada Secretary of State of a Certificate of Amendment to our
Articles of Incorporation, attached hereto as Exhibit A. We intend to file the
Certificate of Amendment twenty days after this Information Statement is first
mailed to shareholders.
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EFFECT ON CERTIFICATES EVIDENCING SHARES OF COMPANY STOCK
The change in the name of CobraTech International, Inc. to MetaSource Group,
Inc. will be reflected in its stock records by book-entry in our records. For
those shareholders that hold physical certificates, please do not destroy or
send to us your common stock certificates. Those certificates will remain valid
for the number of shares held by you after taking into account the reverse stock
split, and should be carefully preserved by you.
DISSENTERS' RIGHTS
Under Nevada law, a stockholder is entitled to dissent from, and obtain payment
for the fair value of his or her shares (i) in the event of consummation of a
plan of merger or plan of exchange in which the Nevada corporation is a
constituent entity, and (ii) any corporate action taken pursuant to a vote of
the stockholders to the extent that the articles of incorporation, by-laws or a
resolution of the board of directors provides that voting or non-voting
stockholders are entitled to dissent and obtain payment for their shares. The
Nevada General Corporation Law does not provide for dissenters' right of
appraisal in connection with (i) the name change, (ii) the increase in the
number of shares of authorized common stock, (iii) the authorization of
10,000,000 shares of preferred stock, and (iv) the reverse stock split.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise, in
(i) the proposed name change, (ii) the increase in number of shares of
authorized common stock, (iii) the authorization of preferred stock, and (iv)
the reverse stock split, which is not shared by all other shareholders of the
Company.
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 April 22, 2002 by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.
====================================== ===================================== ===========================
Name of Beneficial Owner Amount of Beneficial Owner Percent of Class
- -------------------------------------- ------------------------------------- ---------------------------
Joe Cheung 14,000,000 shares, president, 57.85%
2300-1066 West Hastings Street secretary, treasurer, director
Vancouver, British Columbia
Canada V6E 3X2
- -------------------------------------- ------------------------------------- ---------------------------
All directors and named executive 14,000,000 shares 57.85%
officers as a group
====================================== ===================================== ===========================
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned in the City of Vancouver, on April 23, 2002.
CobraTech International, Inc.
a Nevada corporation
By: /s/ Joe Cheung
-------------------------------------------
Joe Cheung
Its: president, secretary, treasurer,
principal financial officer and a director
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Exhibit A
CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
COBRATECH INTERNATIONAL, INC.
a Nevada corporation
Pursuant to the provisions of the Nevada Revised Statutes, CobraTech
International, Inc., a Nevada corporation, adopts the following amendment to its
Articles of Incorporation.
1. The undersigned hereby certify that on the 22nd day of April 2002,
acting by written consent without a meeting, in accordance with the provisions
of section 78.315 of the Nevada Revised Statutes and Section 8 of Article II of
the Bylaws of this corporation approved, consented to, affirmed, and adopted the
following resolution:
BE IT RESOLVED, that the Secretary of the corporation is hereby ordered
and directed to obtain at least a majority of the voting power of the
outstanding stock of the corporation for the following purposes:
To amend Article One of the corporation's Articles of Incorporation to
provide that the name of the corporation shall be changed from
CobraTech International, Inc. to MetaSource Group, Inc.
To amend Article Four of the corporation's Articles of Incorporation to
increase the authorized number of shares of Common Stock, $.001 par
value per share, from 25,000,000 to 100,000,000 and to authorize
10,000,000 shares of Preferred Stock, $.001 par value per share.
2. Pursuant to the provisions of the Nevada Revised Statutes, at least
a majority of CobraTech International, Inc.'s shares entitled to vote, voted in
favor of the adoption of the Amendment to Article One and Article Four of the
Articles of Incorporation as follows:
ARTICLE ONE
NAME
The name of the corporation is MetaSource Group, Inc.
ARTICLE FOUR
CAPITAL STOCK
The total number of shares of stock, which this corporation shall have
authority to issue, is One Hundred Ten Million (110,000,000) with a par value of
one mil ($.001) per share. One Hundred Million (100,000,000) of those shares are
Common Stock and Ten Million (10,000,000) of those shares are Preferred Stock.
Each share of Common Stock shall entitle the holder thereof to one vote, in
person or by proxy, on any matter on which action of the stockholders of this
corporation is sought. The holders of shares of Preferred Stock shall have no
right to vote such shares, except (i) as determined by the Board of Directors of
this corporation, or (ii) as otherwise provided by the Nevada Revised Statutes,
as amended from time to time.
In witness whereof, the undersigned being the President and Secretary
of CobraTech International, Inc., a Nevada corporation, hereunto affix their
signatures this 22nd day of April 2002.
CobraTech International, Inc.
By: /s/ Joe Cheung
-----------------------------------
Joe Cheung, President
By: /s/ Joe Cheung
-----------------------------------
Joe Cheung, Secretary