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:
[X] Preliminary Information Statement
[ ] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
AMWEST IMAGING, INCORPORATED
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(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Information Statement, if other than Registrant: N/A
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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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AMWEST IMAGING, INCORPORATED
815 JOHN ST., SUITE 150
EVANSVILLE, IN 47713
INFORMATION STATEMENT
This Information Statement (the "Information Statement") is being furnished
to all holders of shares of Common Stock, par value $0.001 per share ("Common
Stock"), of record at the close of business on _______________ (collectively,
the "Stockholders") of Amwest Imaging, Incorporated, a Nevada corporation (the
"Company"), with respect to proposed corporate actions of the Company. This
Information Statement is first being provided to the Stockholders on or about
__________________.
The corporate actions involve two (2) proposals (the "Proposals") providing
for the following:
1. To approve a 1-for-20 reverse stock split of the issued and outstanding
shares of Common Stock, such that each Twenty (20) shares of Common Stock,
$0.001 par value, issued and outstanding immediately prior to the effective date
(the "Old Common Stock") shall be recombined, reclassified and changed into One
(1) share of the corporation's Common Stock, $0.001 par value (the "New Common
Stock"), with any fractional interest rounded up to the nearest whole share (the
"Reverse Stock Split").
2. To approve the change of name of the Company from Amwest Imaging,
Incorporated to Intertech Solutions, Inc.
ONLY THE STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON ____________ ARE
ENTITLED TO NOTICE OF THE PROPOSAL. PRINCIPAL STOCKHOLDERS WHO COLLECTIVELY HOLD
IN EXCESS OF FIFTY-NINE (59%) OF THE COMPANY'S SHARES OF VOTING CAPITAL STOCK
ENTITLED TO VOTE ON THE PROPOSALS HAVE VOTED IN FAVOR OF THE PROPOSALS. AS A
RESULT, THE PROPOSALS HAVE BEEN APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY
OTHER STOCKHOLDERS OF THE COMPANY.
BY ORDER OF THE BOARD OF DIRECTORS
By: /s/ Jason Gerteisen
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Jason Gerteisen, President
Evansville, Indiana
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TABLE OF CONTENTS
ABOUT THE INFORMATION STATEMENT 4
What Is The Purpose Of The Information Statement? 4
Who Is Entitled To Notice? 4
PRINCIPAL STOCKHOLDERS 5
Who Are the Principal Stockholders and How Many Votes Are They Entitled
to Cast? 5
What Corporate Matters Have the Principal Stockholders Voted For 5
What Are The Recommendations of the Board of Directors? 6
What Vote Is Required To Approve Each Proposal? 6
PRINCIPAL OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMNT 6
Security Ownership of Management 6
Security Ownership of Certain Beneficial Owners 7
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 7
EXECUTIVE COMPENSATION 10
Summary Compensation Table 10
Narrative to Summary Compensation Table 10
Outstanding Equity Awards 10
Director Compensation 10
Employment Contracts 11
DESCRIPTION OF SECURITIES 11
Common Stock 11
Options 11
Warrants 12
ANTI-TAKEROVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION,
BYLAWS AND NEVADA LAW 12
Transfer Agent 12
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON 13
ADDITIONAL INFORMATION 13
PROPOSAL 1 - REVERSE STOCK SPLIT 14
Purpose of the Reverse Stock Split 14
Potential Effects of the Reverse Stock Split 14
Effectiveness of the Reverse Stock Split 15
Summary of the Advantages and Disadvantages of Reverse Stock Split 15
Recommendation of Board of Directors 15
No Voting of Stockholders Required 15
PROPOSAL 2 - CHANGE OF NAME OF COMPANY 16
Purpose of the Change of Name 16
Potential Effects of the Change of Name 16
Summary of Advantages And Disadvantages Of Change of Name 16
Recommendation of Board of Directors 16
Effectiveness of Change of Name 16
No Voting of Stockholders Required 16
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS 16
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AMWEST IMAGING, INCORPORATED
815 JOHN ST., SUITE 150
EVANSVILLE, IN 47713
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INFORMATION STATEMENT
-------------------------
This Information Statement (this "Information Statement") contains information
related to certain corporate actions of Amwest Imaging, Incorporated, Inc., a
Nevada corporation (the "Company"), and is expected to be mailed on or about
__________________ to all holders of shares of Common Stock, par value $0.001
per share ("Common Stock"), of record at the close of business on
____________________(collectively, the "Stockholders")
ABOUT THE INFORMATION STATEMENT
WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?
This Information Statement is being provided pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended, to notify the Stockholders, as of
the close of business on December 6, 2012 (the "Record Date"), of the corporate
actions taken pursuant to the written consent of certain principal stockholders.
Specifically, on December 6, 2012, holders of a majority of our Common
Stock voted to approve the the corporate matters outlined in this Information
Statement, consisting of: (i) To approve a 1-for 20 verse split split of the
issued and outstanding shares of Common Stock, such that each Twenty (20) shares
of Common Stock, $0.001 par value, issued and outstanding immediately prior to
the effective date (the "Old Common Stock") shall be recombined, reclassified
and changed into One (1) share of the corporation's Common Stock, $0.001 par
value (the "New Common Stock"), with any fractional interest rounded up to the
nearest whole share (the "Reverse Stock Split"); and (ii) To change the name of
the Company from Amwest Imaging, Incorporated to Intertech Solutions, Inc. (the
"Name Change").
WHO IS ENTITLED TO NOTICE?
All holders of shares of Common Stock on the close of business on the
Record Date will be entitled to notice of each matter voted upon by the
principal stockholders pursuant to the written consent of the principal
stockholders. Specifically, the holder s of a majority of the outstanding shares
of Common Stock, which constitute a majority of all shares eligible to vote,
have voted in favor of the Proposals listed in this notice. Under Nevada
corporate law Section NRS 78.320, all the activities requiring stockholder
approval may be taken by obtaining the written consent and approval of more than
a majority (greater than 50.00%) of the holders of voting stock in lieu of a
meeting of the stockholders.
Because the holders of more than fifty percent, i.e., 59.9%, of the
collective voting rights of the Common Stock, voted in favor of the Proposals,
no action by the minority stockholders in connection with the Proposal set forth
herein is required.
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PRINCIPAL STOCKHOLDERS
WHO ARE THE PRINCIPAL STOCKHOLDERS AND HOW MANY VOTES ARE THEY ENTITLED TO CAST?
The holders of a majority of the shares of Common Stock include: Jason
Gerteisen, a member of our Board of Directors and President, is the holder of
138,500,000 shares of Common Stock; Legacy Group Markets is the holder of
190,000,00 shares of Common Stock on behalf of its clients and has been
authorized by them to vote such shares; and Clear Water Securities is the holder
of 25,000,00 of shares of Common Stock on behalf of its clients and has been
authorized by them to vote such shares. The voting rights of the aforementioned
represent 59.9% of the total issued and outstanding voting rights of the
Company.
WHAT CORPORATE MATTERS HAVE THE PRINCIPAL STOCKHOLDERS VOTED FOR?
The principal stockholders that hold a greater than a majority, 59.9% of
the total issued and outstanding voting Rights of the Company has voted by
written consent for the approval and ratification of both of the Board of
Directors proposal described in this Information Statement.(1)
Percent
Percent of of All
Series Shares in Ownership Voting
of Stock Shareholder Series in Series Rights
-------- ----------- ------ --------- ------
Common Jason Gerteisen 138,500,000 23.50% 23.50%
815 John St., Suite 150
Evansville, IN 47713
Common Legacy Group Markets, S.A.(2) 190,000,000 32.20% 32.20%
2nd Floor, Caye Bank Bldg.
Coconut Drive, San Pedro
Ambergris Caye
Belize
Common Clear Water Securities, Inc.(3) 25,000,000 4.24% 4.24%
Caye Bank Building
Suite 200
Coconut Drive, San Pedro
Ambergris Caye
Belize
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Notes:
(1) Based on 589,357,259 of our Common Stock issued and outstanding as of
December 6, 2012. Under Rule 13d-3, certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by
such person (and only such person) by reason of these acquisition rights.
As a result, the percentage of outstanding shares of any person as shown in
this table does not necessarily reflect the person's actual ownership or
voting power with respect to the number of shares of common stock actually
outstanding on December 6, 2012.
(2) Legacy Group Markets, S.A. is a Broker-Dealer and holds the shares on
behalf of its clients, the beneficial owners of the shares, and it has been
authorized by its clients to vote the shares.
(3) Clear Water Securities, Inc. is a Broker-Dealer and holds the shares on
behalf of its clients, the beneficial owners of the shares, and it has been
authorized by its clients to vote the shares.
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WHAT IS THE IS THE RECOMMENDATION OF THE BOARD OF DIRECTORS?
On December 5, 2012, the Board of Directors unanimously adopted resolutions
approving the Proposals. The Board of Directors recommends adoption of the
Proposals.
WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSALS?
A vote of the majority of the voting capital stock is required to approve
the Proposals. As a result, a vote to approve the Proposals by a majority of the
aggregate voting rights held by the holders of the Common Stock is sufficient to
approve the Proposals. In this instance, 59.9% of the outstanding shares of
voting stock have approved the Proposals.
PRINCIPAL OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information concerning the number of
shares of our capital stock owned beneficially as of December 6, 2012 by: (i)
each person (including any group) known to us to own more than five percent (5%)
of any Series of our voting securities, and (ii) our directors, and our named
executive officers.
Unless otherwise indicated, the stockholders listed possess sole voting and
investment power with respect to the shares shown.
Amount and Percentage Percentage
Nature of of of All
Name and Address of Beneficial Common Voting
Title of Series Beneficial Owner Ownership Stock(1) Rights
--------------- ---------------- --------- -------- ------
DIRECTORS AND EXECUTIVE OFFICERS
Common Stock Jason Gerteisen 138,500,000 23.50% 23.50%
Chief Executive Officer, Direct
President, Secretary
and a Director(2)
Common Stock Patrick Kadlec 1,000,000 0.01% 0.01%
CFO and a Director(2) Direct
Common Stock All Directors and 139,500,000 23.51% 23.51%
Executive Officers as Direct
a Group (2 persons)
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Amount and Percentage Percentage
Nature of of of All
Name and Address of Beneficial Common Voting
Title of Series Beneficial Owner Ownership Stock(1) Rights
--------------- ---------------- --------- -------- ------
5% STOCKHOLDERS
Common Stock Jason Gerteisen 138,500,000 23.50% 23.50%
815 John St., Suite 150 Direct
Evansville, IN 47713
Common Stock Legacy Group Markets, S.A.(3) 190,000,000
2nd Floor, Caye Bank Bldg. Indirect 32.20% 32.20%
Coconut Drive, San Pedro
Ambergris Caye
Belize
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Notes:
(1) Based on 589,357,259 shares of our common stock issued and outstanding as
of December 6, 2012. Under Rule 13d-3, certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by
such person (and only such person) by reason of these acquisition rights.
As a result, the percentage of outstanding shares of any person as shown in
this table does not necessarily reflect the person's actual ownership or
voting power with respect to the number of shares of common stock actually
outstanding on December 6, 2012.
(2) The address is 815 John St., Suite 150, Evansville, IN 47713.
(3) Legacy Group Markets, S.A. is a Broker-Dealer and, holds the shares on
behalf of its clients, the beneficial owners of the shares, and it has been
authorized by its clients to vote the shares.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
We have no promoters or control persons required to be disclosed. Our
executive officers and directors and their ages and titles as of December 6,
2012 are as follows:
Name of Director Age Position
---------------- --- --------
Jason Gertweisen 29 President, Secretary and a Director
Patrick Kadlec 67 CFO and a Director
JASON GERTEISEN has been the President and Secretary and a director of
Amwest Imaging ,Incorporated since August 29, 2011. Mr. Gerteisen served as
Treasurer of Amwest Imaging, Incorporated from August 29, 2011 to December 12,
2011. Mr. Gerteisen is a successful leader in sales and management, with a focus
on technology and web-based businesses. He served as Campaign Manager for Jim
Tomes for Senate in Indiana, where he designed and ran a campaign that resulted
in a huge win for the republican candidate of a seat that had been held by
democrats for over 15 years. He served as Chief Executive Officer of his own
tech company, Mr. Gerteisen has guided the way for others in his industry
utilizing social marketing tools, web design, and internet marketing to help
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create a global network of clients and business builders. While studying Global
Business Management at the University of Phoenix, he managed many quality and
successful projects as a Project Manager of companies in the construction
industry. He serves as a Director of Amwest Imaging, Incorporated.
PATRICK KADLEC, has been CFO and a director of the Company from December,
2011 to present. He had been a successful business consultant since 1982,
specializing in business start-ups and re-organizations. Mr. Kadlec is a
graduate of the University of Minnesota where he earned a Bachelors Degree in
Psychology, and also earned a Master Degree in Administration and Management
from the College of St. Thomas in St. Paul, MN. Mr. Kadlec is also a Vietnam
Veteran.
TERM OF OFFICE
Members of our board of directors are appointed to hold office until the
next annual meeting of our stockholders or until his or her successor is elected
and qualified, or until he or she resigns or is removed in accordance with the
provisions of the Nevada Revised Statutes. Our officers are appointed by our
board of directors and hold office until removed by the board.
SIGNIFICANT EMPLOYEES
We have no significant employees, other than our executive officers.
NON-EMPLOYEE DIRECTORS
The Board members serve for the latter of a period of one year or until the
next annual meeting of Company's shareholders.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None of our directors or executive officers has been, during the past ten
years:
(i) involved in any bankruptcy petition filed by or against such person or
any business of which such person was a general partner or executive officer,
either at the time of the bankruptcy or within two years prior to that time;
(ii) convicted of any criminal proceeding or subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);
(iii) subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoined, barred, suspended or otherwise limited from involvement in
any type of business, securities, futures, commodities or banking activities;
(iv) found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated;
(v) found by a court of competent jurisdiction in a civil action or by the
Commission to have violated any Federal or State securities law, and the
judgment in such civil action or finding by the Commission has not been
subsequently reverse, suspended, or vacated;
(vii) subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently reversed,
suspended or vacated, related to an alleged violation of securities or
commodities law or regulation; any law or regulation respecting financial
institutions or insurance companies; or any law or regulation prohibiting mail
or wire fraud or fraud in connection with any business entity; or
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(viii) the subject of, or a party to, any sanction or order, not
subsequently reversed, suspending or vacated, of any self-regulatory any
registered entity of the Commodity Exchange Act or any equivalent exchange,
association, entity or organization that has disciplinary authority over its
members or persons associated with a member.
DIRECTOR INDEPENDENCE
We have determined that our board of directors currently has one member who
qualify as "independent" as the term is used in Item 407 of Regulation S-K as
promulgated by the SEC and as that term is defined under NASDAQ Rule
4200(a)(15). The independent director is Patrick Kadlec. On the basis of
information solicited from each director, Patrick Kadlec has no material
relationship with us and is independent within the meaning of such rules. In
making this determination, the board evaluated responses to a questionnaire
completed by each director regarding relationships and possible conflicts of
interest between each director, the company and management. In its review of
director independence, the board considered all commercial, industrial, banking,
consulting, legal, accounting, charitable, and familial relationships any
director may have with the company or management.
BOARD MEETINGS AND COMMITTEES, ANNUAL MEETING ATTENDANCE
Although we intend to establish an audit committee and compensation
committee, our board of directors has not adopted any committees to the board of
directors. Our board of directors held 2 formal meeting during the most recently
completed fiscal year. Other proceedings of the board of directors were
conducted by resolutions consented to in writing by all the directors and filed
with the minutes of the proceedings of the directors. Such resolutions consented
to in writing by the directors entitled to vote on that resolution at a meeting
of the directors are, according to the corporate laws of the State of Nevada and
our bylaws, as valid and effective as if they had been passed at a meeting of
the directors duly called and held.
At each annual meeting of shareholders, directors will be elected by the
holders of common stock to succeed those directors whose terms are expiring.
Directors will be elected annually and will serve until successors are duly
elected and qualified or until a director's earlier death, resignation or
removal. Our bylaws provide that the authorized number of directors may be
changed by action of the majority of the board of directors or by a vote of the
shareholders of our Company. Vacancies in our board of directors may be filled
by a majority vote of the board of directors with such newly appointed director
to serve until the next annual meeting of shareholders, unless sooner removed or
replaced. We currently do not have a policy regarding the attendance of board
members at the annual meeting of shareholders.
CODE OF ETHICS
We have adopted a code of ethics that applies to our officers, directors
and employees in accordance with applicable federal securities laws. We have
filed a copy of our code of ethics as an exhibit to our Annual Report on Form
10-K for the fiscal year ended February 29, 2012 filed with the Securities and
Exchange Commission on June 28, 2012. This document may be reviewed by accessing
our public filings at the SEC's web site at www.sec.gov. In addition, a copy of
the code of ethics can be obtained on our website at www.amwestimagining.com. We
intend to disclose any amendments to or waivers of certain provisions of our
code of ethics in a Current Report on Form 8-K
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires our executive officers and
directors, and persons who own more than 10% of any publicly traded class of our
equity securities, to file reports of ownership and changes in ownership of our
equity securities with the SEC. Officers, directors, and greater than ten
percent stockholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms that they file.
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Based solely on the reports received and on the representations of the
reporting persons, we believe that these persons have complied with all
applicable filing requirements of Section 16(a) of the Exchange Act during
fiscal 2012.
EXECUTIVE COMPENSATION
The table below summarizes the total compensation earned by or paid to our
principal executive officer, our principal financial officer and each of our two
other executive officers other than our principal executive officer and
principal financial officer for the fiscal years ended February 29, 2012 and
February 28, 2011. The amounts represented in the "Options Award" column reflect
the stock compensation expense recorded pursuant to the ASC Topic 718 and does
not necessarily equate to the income that will ultimately be realized by the
named executive for such awards.
SUMMARY COMPENSATION TABLES
Non-Equity Non-qualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------------- ----------- --------------- ---------
Jason Gerteisen 2011 -- -- -- -- -- -- --
President and 2012 15,000 -- 97,000 -- -- -- 120,000
Director
Patrick Kadlec 2011 -- -- -- -- -- -- --
Secretary and 2012 -- -- -- -- -- -- --
Director
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(1) On September 8, 2011, Mr. Gerteisen was granted 26,000,000 shares of the
Company's restricted common stock
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE
Jason Gerteisen is currently drawing a salary of $2,500 per month and was
granted twenty six million (26,000,000) of the Company's common shares during
the year ended February 29, 2012.
OUTSTANDING EQUITY AWARDS
There were no outstanding unexercised options, unvested stocks or equity
incentive plan awards held by any of our named executive officers and
significant employees, as of December 6, 2012.
DIRECTOR COMPENSATION
The following table sets forth the compensation awarded to, earned by or
paid to the directors during the fiscal year ended February 29, 2012.
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Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
Patrick Kadlec -- 40,000 -- -- -- -- 40,000
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(1) Patrick Kadlec was granted one million (1,000,000) shares of the Company's
common stock.
We do not have a plan pursuant to which our directors are compensated and
directors currently do not receive cash compensation for their services on the
Board of Directors although they do receive stock as determined by the full
board of directors with each director abstaining from any such vote involving
himself or a member of his immediate family.
Our non-employee director is currently compensated with the issuance of
stock options, which generally become exercisable upon the date of grant, and
which generally expire on the earlier of ten years from the date of grant or up
to three years after the date that the optionee ceases to serve as a director.
Non-employee directors will be reimbursed for out-of-pocket expenses associated
with attending to our business.
EMPLOYMENT CONTRACTS
We have no employment contracts, termination of employment or
change-in-control arrangements with any of our executive officers or other
employees.
DESCRIPTION OF SECURITIES
The current authorized capital stock of our Company consists of Six Hundred
Million (600,000,000) shares of Common Stock, par value $0.001. As of December
6, 2012, 589,357,259 shares of Common Stock were issued and outstanding. No
Common Shares have been issued since December 6, 2012. The following description
is a summary of the capital stock of our Company and contains the material terms
of our voting capital stock. Additional information can be found in our
Certificate of Incorporation and our Bylaws.
COMMON STOCK
On December 6, 2012 (the "Record Date"), there were 589,357,259 shares of
Common Stock issued and outstanding. Each share of Common Stock entitles the
holder to one (1) vote on each matter submitted to a vote of our stockholders,
including the election of Directors. There is no cumulative voting. The holders
of our Common Stock are entitled to receive ratably such dividends, if any, as
may be declared from time to time by the Board. Common Stock holders have no
preemptive, conversion or other subscription rights. There are no redemption or
sinking fund provisions related to the Common Stock. In the event of
liquidation, dissolution or winding up of the Company, our Common Stock holders
are entitled to share ratably in all assets remaining after payment of
liabilities, subject to prior distribution rights of preferred stock, if any,
then outstanding.
OPTIONS
No options are outstanding as of the date of this Information Statement.
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WARRANTS
No warrants are outstanding as of the date of this Information Statement.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION,
BYLAWS AND NEVADA LAW
AUTHORIZED AND UNISSUED STOCK
The authorized but unissued shares of our Common Stock are available for
future issuance without the approval of our stockholders. These additional
shares may be utilized for a variety of corporate purposes including but not
limited to future public or direct offerings to raise additional capital,
corporate acquisitions and employee incentive plans. The issuance of such shares
may also be used to deter a potential takeover of the Company that may otherwise
be beneficial to our stockholders by diluting the shares held by a potential
suitor or issuing shares to a stockholder that will vote in accordance with the
desires of the Board. A takeover may be beneficial to stockholders because,
among other reasons, a potential suitor may offer stockholders a premium for
their shares of stock compared to the then-existing market price.
NEVADA ANTI-TAKEOVER LAWS
Nevada Revised Statutes ("NRS") Sections 78.378 to 78.3793 provide state
regulation over the acquisition of a controlling interest in certain Nevada
corporations unless the articles of incorporation or bylaws of the corporation
provide that the provisions of these sections do not apply. Our Articles of
Incorporation and Bylaws do not state that these provisions do not apply.
The statute creates a number of restrictions on the ability of a person or
entity to acquire control of a Nevada company by setting down certain rules of
conduct and voting restrictions in any acquisition attempt, among other things.
The restrictions on the acquisition of controlling interests contained in NRS
Sections 78.378 to 78.3793 apply only to a Nevada corporation that:
(a) has 200 stockholders of record (at least 100 of whom have addresses in
the State of Nevada appearing on the stock ledgers of the
corporation); and
(b) does business in the State of Nevada, either directly or through an
affiliated corporation.
Currently, we do not have 200 stockholders of record, nor do we have 100
stockholders of record with addresses in the State of Nevada. Furthermore, we do
not conduct business in the State of Nevada and we do not intend to conduct
business in the State of Nevada in the near future. Accordingly, the
anti-takeover provisions contained in NRS Sections 78.378 to 78.3793 do not
apply to us, and are not likely to apply to us in the foreseeable future.
TRANSFER AGENT AND REGISTRAR
Pacific Stock Transfer is the transfer agent and registrar of our Common
Stock. Their address is 4045 South Spencer Street, Suite 403, Las Vegas, NV
89119 and their telephone number is (702) 361-3033.
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INTEREST OF CERTAIN PERSONS IN OPPOSITION TO MATTERS TO BE ACTED UPON
(a) No officer or Director of the Company has any substantial interest in the
matters to be acted upon, other than his role as an officer or Director of
the Company.
(b) No Director in good standing with the Company has informed the Company that
he intends to oppose the actions to be taken by the Company as set forth in
this Information Statement.
ADDITIONAL INFORMATION
Additional information concerning Amwest Imaging, Incorporated, including
its annual and quarterly reports filed with the SEC, may be accessed through the
SEC's EDGAR archives at www.sec.gov.
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PROPOSAL 1 - REVERSE STOCK SPLIT OF THE COMPANY'S COMMON STOCK
The Company's Board proposes to effectuate a 1 - for - 200 reverse split of
the total issued and outstanding shares of Common Stock of the Company as
follows:
"There shall be a 1 - for - 20 Reverse Split of the issued and outstanding
shares of Common Stock, such that each Twenty (20) shares of Common Stock,
$0.001 par value, issued and outstanding immediately prior to the effective date
(the "Old Common Stock") shall be recombined, reclassified and changed into One
(1) share of the Company's Common Stock, $0.001 par value (the "New Common
Stock"), with any fractional interest rounded up to the nearest whole share."
PURPOSE OF A REVERSE STOCK SPLIT OF THE COMPANY'S COMMON STOCK
There are various reasons for the proposed Reverse Stock Split, the
foremost of which is to increase the price of the Company's traded Common Stock,
which the Board believes would foster confidence in the Company and assist it in
obtaining financing on more favorable terms than otherwise might be available.
Another projected benefit of the Reverse Stock Split would be to meet the
minimum price requirements of certain clearing houses which are involved in the
clearing of the Company's Common Stock. Also, there would be a very substantial
reduction in the transaction costs associated with trading in the Company's
Common Stock. In most cases, trading costs include both "brokers" trading
commissions and the "indirect cost" of "dealer markup," that is, the difference
between the buying and selling prices of dealers in a given stock the "bid-ask
spread")
However, no assurance can be given that the market price of the Common
Stock will increase in direct proportion to the ratio of the Reverse Stock
Split. A failure of the stock's trading price to completely reflect the
mathematics of the Reverse Stock Split would result in a reduction in the market
value of the Company's securities, but, on the other hand, it is no less likely
that the Reverse Stock Split may result in a disproportionately increased value
of the market value of the Company's Common Stock.
There can be no assurance that the total market capitalization of the
Common Stock after the proposed Reverse Stock Split will be equal to the total
market capitalization before the proposed Reverse Stock Split or that the market
price following the Reverse Stock Split will either exceed or remain in excess
of the current market price.
POTENTIAL EFFECTS OF THE REVERSE STOCK SPLIT
Pursuant to the Reverse Stock Split, each holder of shares of our Common
Stock (the "Old Common Stock") immediately prior to the effectiveness of the
Reverse Stock Split will become the holder of fewer shares of our Common Stock
(the "New Common Stock") after consummation of the Reverse Stock Split. Although
the Reverse Stock Split, will not, by itself, impact our assets or properties,
the Reverse Stock Split could result in a decrease in the aggregate market value
of our equity capital. The Reverse Stock Split will affect all stockholders
equally and will not affect any stockholder's proportionate equity interest in
us. Following the Reverse Stock Split, each share of New Common Stock will
entitle the holder thereof to one vote per share and will otherwise be identical
to one share of the Old Common Stock.
The number of shares of Common Stock issued and outstanding will be reduced
to a number that will be approximately equal to (a) the number of shares of
Common Stock issued and outstanding immediately prior to the effectiveness of
the Reverse Stock Split, divided by (b) 20, and (c) increased by the rounding up
of any fractional shares to whole shares. With the exception of the number of
shares issued and outstanding, the rights and preference of the shares of Common
prior and subsequent to the Reverse Stock Split will remain the same. It is not
anticipated that our financial condition, the percentage ownership of
management, the number of our stockholders or any aspect of our business would
materially change as a result of the Reverse Stock Split. Our Common Stock is
currently registered under Section 12(g) of the Exchange Act, and as a result,
we are subject to the periodic reporting and other requirements of the Exchange
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Act. The Reverse Stock Split is not the first step in, and will not have the
effect of, a "going private transaction" covered by Rule 13e-3 under the
Exchange Act. Additionally, the Reverse Stock Split will not affect the
registration of our Common Stock under the Exchange Act as we will continue to
be subject to the Exchange Act's periodic reporting requirements.
EFFECTIVENESS OF REVERSE STOCK SPLIT
The Reverse Stock Split will be effected at a ratio of one-for-twenty
(1-for-20). Commencing on the date of the Reverse Stock Split, each Old Common
Stock certificate will be deemed for all corporate purposes to evidence
ownership of the reduced number of shares of Common Stock resulting from the
Reverse Stock Split and each stockholder of record who owns a fewer number of
shares of our Common Stock than the Reverse Stock Split ratio shall have his or
her fractional shares rounded up to equal one whole share of New Common Stock.
The Reverse Stock Split will be effected at the same time as the
effectiveness of the Change of Company Name, in Proposal 2, no less than 20 days
and no more than 25 days following mailing of this Information Statement.
SUMMARY OF ADVANTAGES AND DISADVANTAGES OF REVERSE STOCK SPLIT
There are certain advantages and disadvantages of voting for the Reverse
Stock Split. The advantages include:
* To increase the price per share of our Common Stock which would the
shares of Common Stock to be more easy and less expensive to be traded
on the open market.
* To increase the price per share of our Common Stock which would
increase our ability to raise investment capital.
The disadvantages include:
* The possibility that the increase in price per share occurring at the
time of the Reverse Stock Split will not hold and that the share price
may fall, thus decreasing the overall value of one's stock holdings.
RECOMMENDATION OF THE BOARD OF DIRECTORS
Our Board unanimously recommended a vote "FOR" the approval to effectuate
the one-for-twenty (1-for-20) Reverse Stock Split.
NO VOTING OF STOCKHOLDERS REQUIRED
We are not soliciting any votes with regard to the proposal to effectuate
the Reverse Stock Split. Certain a principal stockholder that have voted in
favor of this Proposal hold 59.9% of the total issued and outstanding shares of
voting stock and accordingly, this principal stockholder has sufficient shares
to approve the Proposal.
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PROPOSAL 2 - CHANGE OF NAME OF COMPANY
The Company's Board proposes to change of name of the Company from Amwest
Imaging, Incorporated to Intertech Solutions, Inc.
PURPOSE OF THE CHANGE OF NAME
The Company believes that the new name will better identify the name of the
Company with the business of Company, i.e., a technology company whose primary
business is providing relationship-building tools and processes that help any
business cultivate profitable relationships with customers, all through
web-based soultions.
POTENTIAL EFFECTS OF THE CHANGE OF NAME
The Company does not believe that there are any potential effects with
respect to the change of name other than the Company must obtain a new CUSIP
number from the CUSIP Service Bureau and a new trading symbol from Financial
Industry Regulatory Authority ("FINRA").
SUMMARY OF ADVANTAGES AND DISADVANTAGES OF CHANGE OF NAME
There are certain advantages of voting for the Change of Name. The
advantages include:
* To better identify the business plan and future operations of the
Company.
There are no apparent disadvantages of voting for the Change of Name.
RECOMMENDATION OF THE BOARD OF DIRECTORS
Our Board unanimously recommended a vote "FOR" the approval to effectuate a
change of name of the Company from Amwest Imaging, Incorporated to Intertech
Solutions, Inc..
EFFECTIVENESS OF CHANGE OF NAME
The Change of Name will be effected at the same time as the effectiveness
of the Reverse Stock Split, in Proposal 1, no less than 20 days and no more than
25 days following mailing of this Information Statement.
NO VOTING OF STOCKHOLDERS REQUIRED
We are not soliciting any votes with regard to the proposal to effectuate a
change of name. Certain principal stockholders that have voted in favor of this
Proposal hold 59.9% of the total issued and outstanding shares of voting stock
and accordingly, these principal stockholders have sufficient shares to approve
the Proposal.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one (1) Information Statement is being delivered to multiple security
holders sharing an address unless the Company has received contrary instructions
from one or more of the security holders. The Company shall deliver promptly
upon written or oral request a separate copy of the Information Statement to a
security holder at a shared address to which a single copy of the documents was
delivered. A security holder can notify the Company that the security holder
wishes to receive a separate copy of the Information Statement by sending a
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written request to the Company at 815 John Street, Suite 150, Evansville, IN
47713; or by calling the Company at (812) 250-4210 and requesting a copy of the
Information Statement. A security holder may utilize the same address and
telephone number to request either separate copies or a single copy for a single
address for all future Information Statements and annual reports.
By Order of the Board of Directors
/s/ Jason Gerteisen
-----------------------------------
Jason Gerteisen, President
Evansville, IN
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