UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Information Statement
[X] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
SHADOW MARKETING, INC.
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(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Information Statement, if other than Registrant:
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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:
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(2) Aggregate number of securities to which transaction applies:
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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 of which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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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 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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SHADOW MARKETING, INC.
NOTICE OF STOCKHOLDER ACTION
To the Stockholders of Shadow Marketing, Inc.:
Notice is hereby given that the following actions were authorized by the Board
of Directors of Shadow Marketing, Inc. (the "Company") on September 14, 2009,
and approved by the written consent of the stockholders of Shadow Marketing,
Inc. holding a majority of the shares of our outstanding common stock:
(1) to amendment and restate our Articles of Incorporation to change the
name of the Company from Shadow Marketing, Inc. to Itokk, Inc.;
(2) to amend and restate our Articles of Incorporation to change our
authorized capital to include 1,000,000 shares of preferred stock and
that the Company vest authority in the board of directors to prescribe
the classes, series and the number of each class or series of stock
and the voting powers, designations, preferences, limitations,
restrictions and relative rights of each class or series of stock; and
(3) to approve a 8.5-for-1 forward-split of our common stock issued and
outstanding, such that every current shareholder of the Company's
common stock shall be issued 8.5 shares of the Company's $0.001 par
value common voting stock in exchange for every one share of the
Company's $0.001 par value common voting stock held as of the record
date, with fractional shares being rounded up to the next whole share.
The number of authorized shares of common stock will be unchanged
(200,000,000).
Prior to the effective date of the forward-split, there will be approximately
7,445,000 shares of the Company's common stock issued and outstanding. After the
8.5-for-1 forward-split has been completed, the total number of issued and
outstanding shares of the Company's common stock will be approximately
63,282,500.
Only shareholders of record at the close of business on September 14, 2009 shall
be given Notice of the Action by Written Consent. The Company will not solicit
proxies. The foregoing action will be taken on or about October 15, 2009, or
approximately twenty (20) days after the mailing of this Notice and the enclosed
Information Statement.
This Notice and the attached Information Statement are being circulated to
advise our stockholders of certain actions already approved by written consent
of the stockholders who collectively hold a majority of the outstanding shares
of our common stock. Pursuant to Rule 14c-2 under the Securities Exchange Act of
1934, as amended, the proposals will not be effective until approximately twenty
(20) days after the date this Information Statement is mailed to our
stockholders. Therefore, this Notice and the enclosed Information Statement are
being sent to you for informational purposes only.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
Because the written consent of a majority of stockholders satisfies any
applicable stockholder voting requirement of the Nevada General Corporation Law,
our Articles of Incorporation, as amended and our Bylaws, we are not asking for
a proxy and you are not requested to send one.
By Order of the Board of Directors
/s/ Christopher Paterson
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Christopher Paterson, Director
Shadow Marketing, Inc.
17365 S.W. 13th Street
Pembroke Pines, Florida, 33029
Telephone: (954) 562-3017
INFORMATION STATEMENT
GENERAL
This information statement is circulated to advise the stockholders of Shadow
Marketing, Inc. (the "Company") of actions to be taken without a meeting upon
the written consent of the holders of a majority of the outstanding shares of
the voting capital stock of the Company. Management is not soliciting proxies
because a sufficient number of shares have provided written consent to the
actions.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The matters upon which action is being taken are:
(1) to amendment and restate our Articles of Incorporation to change the
name of the Company from Shadow Marketing, Inc. to Itokk, Inc.;
(2) to amend and restate our Articles of Incorporation to change our
authorized capital to include 1,000,000 shares of preferred stock and
that the Company vest authority in the board of directors to prescribe
the classes, series and the number of each class or series of stock
and the voting powers, designations, preferences, limitations,
restrictions and relative rights of each class or series of stock; and
(3) to approve a 8.5-for-1 forward-split of our common stock issued and
outstanding, such that every current shareholder of the Company's
common stock shall be issued 8.5 shares of the Company's $0.001 par
value common voting stock in exchange for every one share of the
Company's $0.001 par value common voting stock held as of the record
date, with fractional shares being rounded up to the next whole share.
The number of authorized shares of common stock will be unchanged
(200,000,000).
The Company's Board of Directors approved these actions on September 14, 2009.
The anticipated effective date will be a date no earlier than 20 days after the
mailing of this Information Statement to our stockholders.
The elimination of the need for a special meeting of the stockholders to approve
the actions is authorized by Section 78.320 of the Nevada General Corporation
Law, (the "Nevada Law"). This Section provides that the written consent of the
holders of outstanding shares of voting capital stock, having not less than the
minimum number of votes which would be necessary to authorize or take the action
at a meeting at which all shares entitled to vote on a matter were present and
voted, may be substituted for the special meeting. According to Section 78.320
of the Nevada Law, a majority of the outstanding shares of voting capital stock
entitled to vote on the matter is required in order to complete a forward split
the Company's outstanding common stock and to amend its Articles of
Incorporation. In a special meeting and in order to effect the Amendment as
early as possible in order to accomplish the purposes of the Company, the Board
of Directors of the Company voted to utilize the written consent of the majority
stockholders of the Company.
The record date established by the Company for purposes of determining the
number of outstanding shares of voting capital stock of the Company was
September 14, 2009, (the "Record Date").
PURPOSE AND EFFECT OF THE MATTERS TO BE ACTED UPON
The matters to be acted upon are directly related to the Company's execution on
September 14, 2009 of a licensing agreement with Packetera Communications Inc.,
a Canadian company involved in providing voice over Internet protocol products
and services. That agreement provides that prior to closing, the Company must
complete a 8.5-for-1 forward stock split of its common stock and that the name
of the Company shall be changed to Itokk, Inc. Itokk is the name of Packetera
Communications Inc.'s principal product.
Management of the Company also supported the amendment of its authorized capital
such that it include up to 1,000,000 shares of preferred stock. The Company's
board of directors shall have the power to prescribe the classes, series and the
number of each class or series of stock and the voting powers, designations,
preferences, limitations, restrictions and relative rights of each class or
series of common and preferred stock outstanding.
The purpose of the creation of the class of preferred stock is to provide the
Company with flexibility in structuring future potential equity financings. This
amendment does not in itself result in the authorization or issuance of
securities. The Company does not have any current plans, proposals or
arrangements to issue the newly authorized preferred securities.
The forward split is not intended to change the proportionate equity interests
of the Company's stockholders; however, some incidental change can be expected
to occur in connection with the elimination of the fractional shares. Voting and
other rights of stockholders will not be affected by the forward split.
No fractional shares of Common Stock will be issued in connection with the
forward split. A stockholder who would otherwise be entitled to receive, in the
aggregate, a number of shares of Common Stock that included a fraction of a
share will receive, in lieu thereof, that number of shares rounded up to the
next highest whole share.
The forward stock split will have the following effects upon the number of
shares of our common stock outstanding and the number of authorized and unissued
shares of our common stock:
Before After
Forward Split Forward Split
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Number of Issued and
Outstanding Shares of Common Stock 7,445,000 63,282,500
Number of Shares Authorized but
Outstanding or Reserved for Issuance 0 0
Authorized but Unissued 192,555,000 136,717,500
Number of Record Stockholders 17 17
Although our Board of Directors will authorize the issuance of additional common
stock based on its judgment as to our best interests and that of our
shareholders, future issuance of common stock could have a dilutive effect on
existing shareholders.
Under certain circumstances, the Board of Directors could create impediments to,
or delay persons seeking to effect, a takeover or transfer of control of the
Company by causing the remaining authorized shares to be issued to a holder or
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holders who side with the Board in opposing a takeover bid that the Board of
Directors determines is not in the best interests of the Company and its
stockholders. Such an issuance would diminish the voting power of existing
stockholders who favor a change in control, and the ability to issue the shares
could discourage an attempt to acquire control of the Company. While it may be
deemed to have potential anti-takeover effects, the Company is proposing the
forward split solely for the reasons described hereinabove. The resolution is
not prompted by any specific efforts or takeover threat currently known or
perceived by management.
Pursuant to the licensing agreement with Packetera Communications Inc.
("Packetera"), the Company is obligated to issue 30,600,000 post-split shares of
common stock to Packetera at closing. The current directors of the Company are
also required to return 4,000,000 shares (an equivalent to 34,000,000 post-split
shares) of restricted common stock to the Company's treasury at closing. This
return to treasury will more than offset the issuance due to Packetera at
closing.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
None
DISSENTERS' RIGHT OF APPRAISAL
None
OUTSTANDING VOTING STOCK OF THE COMPANY
As of the Record Date, there were 7,445,000 shares of common stock issued and
outstanding. The common stock constitutes the outstanding class of voting
securities of the Company. Each share of Common Stock entitles the holder to one
(1) vote on all matters submitted to the stockholders.
None of the persons who have been directors or officers of the Company at any
time since the beginning of the last fiscal year, nor any associate of any such
persons, has any interest in the matters to be acted upon, other than interests
attributable to all shareholders of the Company.
No director of the Company has informed the registrant in writing that he
intends to oppose any action to be taken by the Company. No proposals have been
received from security holders.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth as of September 14, 2009, the name and the number
of voting shares of the Company, par value $.001, held of record or was known by
the Registrant to own beneficially more than 5% of the 7,445,000 voting shares
issued and outstanding, and the name and shareholdings of each officer and
director individually and of all officers and directors as a group. Except as
otherwise indicated, the persons named in the table have sole voting and
dispositive power with respect to all shares beneficially owned, subject to
community property laws where applicable.
Amount of
Title of Name of Beneficial Percent
Class of Beneficial Owner Ownership of Class
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Common Greg Fedun 2,000,000 26.86%
Stock President and Director
Common Christopher Paterson 2,000,000 26.86%
Stock Director, Secretary
and Treasurer
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Common All Officers and Directors 4,000,000 53.72%
Stock as a Group that consists of shares
two people
For purposes of this table, a beneficial owner is one who, directly or
indirectly, has or shares with others (a) the power to vote or direct the voting
of the common stock (b) investment power with respect to the common stock which
includes the power to dispose or direct the disposition of the common stock.
ADDITIONAL INFORMATION AND INQUIRIES
The Company further acknowledges that:
* The company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* Staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Dated: September 25, 2009 By Order of the Board of Directors
/s/ Christopher Paterson
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Christopher Paterson, Director
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