SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
(Rule 14C-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
Preliminary Information Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-5(d) (1))
X Definitive Information Statement
TECHEDGE, INC.
(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.
(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 on 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:
Fee previously paid 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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(4) Date Filed:
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TECHEDGE, INC.
3 Rolling Hill Road
Hampton Bays, New York 11946
631-728-4164
April 1, 2004
Dear Stockholder:
This Information Statement is furnished to holders of shares of common stock,
par value $.0001 per share (the "Common Stock"), of Techedge, Inc. (the
"Company"). The purpose of this Information Statement is to notify the
stockholders that on February 29, 2004, the Company received written consent
(the "Written Consent") from certain principal stockholders of the Company
(identified in the section entitled "Voting Securities and Principal Holders
Thereof") holding 5,000,000 shares of Common Stock, representing 62.50% of the
total issued and outstanding Common Stock, adopting a resolution to amend the
Company's Articles of Incorporation to increase the authorized shares of Common
Stock from 25,000,000 to 100,000,000 and authorize up to 1,000,000 shares of a
new class of undesignated Preferred Stock ("Preferred Stock") which would allow
the Board of Directors of the Company to issue, without further stockholder
action, one or more series of Preferred Stock.
The Board believes that the terms of the amendment to the Articles of
Incorporation (the "Amended Articles") are beneficial to the Company. The full
text of the Amended Articles is attached as Annex I to this Information
Statement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOUR ARE NOT REQUESTED TO SEND US A PROXY
The enclosed Information Statement is being furnished to you to inform you that
the foregoing action has been approved by the holders of a majority of the
outstanding shares of Common Stock. The Board is not soliciting your proxy in
connection with the adoption of these resolutions and proxies are not requested
from stockholders. The resolutions will not become effective before the date
which is 20 days after this Information Statement was first mailed to
stockholders. You are urged to read the Information Statement in its entirety
for a description of the action taken by the majority stockholders of the
Company.
This Information Statement is being mailed on or about April 1, 2004 to
stockholders of record on February 29, 2004 (the "Record Date").
/s/ Gregory A. Konesky
President and Chief Executive Officer
TECHEDGE, INC.
3 Rolling Hill Road
Hampton Bays, New York 11946
631-728-4164
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INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14C-2 THEREUNDER
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NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
We are sending you this Information Statement to inform you of the adoption of a
resolution on February 29, 2004 by consent (the "Written Consent") from the
Board of Directors (the "Board") and certain principal stockholders of the
Company (identified in the section entitled "Voting Securities and Principal
Holders Thereof") holding 5,000,000 shares of Common Stock, representing 62.50%
of the total issued and outstanding Common Stock, adopting a resolution to amend
the Company's Articles of Incorporation to increase the authorized shares of
Common Stock from 25,000,000 to 100,000,000 and authorize up to 1,000,000 shares
of a new class of undesignated Preferred Stock ("Preferred Stock") which would
allow the Board of Directors of the Company to issue, without further
stockholder action, one or more series of Preferred Stock.
The adoption of the foregoing resolution will become effective 21 calendar days
after the mailing of this Information Statement. The Board of Directors is not
soliciting your proxy in connection with the adoption of these resolutions and
proxies are not requested from stockholders.
The Company is distributing this Information Statement to its stockholders in
full satisfaction of any notice requirements it may have under Securities and
Exchange Act of 1934, as amended, and the Delaware General Corporation Law. No
additional action will be undertaken by the Company with respect to the receipt
of written consents, and no dissenters' rights with respect to the receipt of
the written consents, and no dissenters' rights under the Delaware General
Corporation Law are afforded to the Company's stockholders as a result of the
adoption of these resolutions.
Expenses in connection with the distribution of this Information Statement,
which are anticipated to be less than $2,000 will be paid by the Company.
AMENDED ARTICLES OF INCORPORATION
GENERAL
The Company's current Articles of Incorporation provides for an authorized
capitalization consisting of 25,000,000 shares of common stock, $.0001 par value
per share (the "Common Stock"). As of February 29, 2004, there were 7,999,994
shares of Common Stock outstanding. The Board of Directors believes that it is
in the best interests of both the Company and its stockholders to increase the
authorized shares of Common Stock from 25,000,000 to 100,000,000 and to
authorize the Board to issue up to 1,000,000 shares of preferred stock (the
"Preferred Stock"). The Board believes this increase will provide several
long-term advantages to the Company and its shareholders to increase the number
of authorized common stock and to create a class of preferred stock as a part of
the Company's capital stock. The Preferred Stock will be "blank check" preferred
stock, giving the Board the authorization to issue preferred stock from time to
time in one or more series and to fix the number of shares and the relative
dividend rights, conversion rights, voting rights and special rights and
qualifications of any such series. Any issuance of preferred stock with voting
rights could, under certain circumstances, have the effect of delaying or
preventing a change in control of the Company by increasing the number of
outstanding shares entitled to vote and increasing the number of votes required
to approve a change in control of the Company.
The Amended Articles of Incorporation has been approved by the Board and the
stockholders holding approximately 62.50% of the outstanding shares. The Board
reserves the right, notwithstanding stockholder approval and without further
action on the part of the stockholders, not to proceed with the filing of the
Amended Articles of Incorporation with the Secretary of State of the State of
Delaware if, at any time prior to such filing, the Board, in its sole
discretion, determines that the terms of the Amended Articles of Incorporation
are no longer in the best interests of the Company and its stockholders.
VOTE REQUIRED; MANNER OF APPROVAL
Approval to amend and restate the current Articles of Incorporation of the
Company under the Delaware General Corporation Law ("GCL") requires the
affirmative vote of the holders of a majority of the voting power of the
Company. The Company has no class of voting stock outstanding other than the
Common Stock.
Section 228 of the GCL provides in substance that, unless the Company's Articles
of Incorporation provides otherwise, stockholders may take action without a
meeting of stockholders and without prior notice if a consent or consents in
writing, setting forth the action so taken, is signed by the holders of
outstanding voting stock holding not less than the minimum number of votes that
would be necessary to approve such action at a stockholders meeting. Under the
applicable provisions of the GCL, this action is effective when written consents
from holders of record of a majority of the outstanding shares of voting stock
are executed and delivered to the Company.
In accordance with the GCL, the affirmative vote on the Amended Articles of
Incorporation of at least a majority of the outstanding shares has been
obtained. As a result, no vote or proxy is required by the stockholders to
approve the adoption of the Amended Articles of Incorporation.
Under Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as
amended (the "Act"), the Amended Articles of Incorporation cannot take effect
until 20 days after this Information Statement is sent to the Company's
stockholders. As mentioned earlier, the Amended Articles will become effective
upon its filing with the Secretary of State of the State of Delaware which is
anticipated to be on or about April , 2004, 20 days after the mailing of this
Information Statement.
PURPOSE
Increase in Authorized Number of Common Stock
The Directors believe that this increase might enable the Company to pursue
acquisitions or enter into transactions which the Board believes provide the
potential for growth and profit. With the limited number of shares currently
available for such uses, it may become impracticable for the Company to evaluate
or seek to consummate business combinations or other transactions which, if they
could be accomplished, might enhance shareholder value. Additional authorized
shares could be used to raise cash assets through sales of stock to public and
private investors. If additional shares are available, transactions dependent
upon the issuance of additional shares would be less likely to be undermined by
delays and uncertainties occasioned by the need to obtain shareholder
authorization prior to the consummation of such transactions. The Company
presently has no specific plans, arrangements or understandings, either written
or oral, to issue any of the additional authorized shares of Common Stock.
EFFECT
The issuance by the Company of any additional shares of Common Stock would
dilute both the equity interests and the earnings per share, if any, of existing
holders of the 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.
NO DISSENTERS' RIGHTS
Pursuant to the Delaware Code, the holders of the Company's Common Stock are not
entitled to dissenters' rights in connection with the increase in the number of
authorized shares. Furthermore, the Company does not intend to independently
provide those shareholders with any such rights.
Preferred Stock
It is not possible to state the effects of the amendment upon the rights of the
holders of common stock until the Board determines the respective rights of the
holders of one or more series of preferred stock. The effects of such issuance
could include, however, (i) reductions of the amount otherwise available for
payment of dividends on common stock; (ii) restrictions on dividends on common
stock; (iii) dilution of the voting power of common stock; and (iv) restrictions
on the rights of holders of common stock to share in the Company's assets on
liquidation until satisfaction of any liquidation preference granted to the
holders of such subsequently designated series of preferred stock.
The amendment will give the Company increased financial flexibility as it will
allow shares of preferred stock to be available for issuance from time to time
as determined by the Board for any proper corporate purpose. Such purpose could
include, without limitation, issuance for cash as a means of obtaining capital
for use by the Company, or issuance as part or all of the consideration required
to be paid by the Company for acquisitions of other businesses or properties.
Shares of voting or convertible preferred stock could be issued, or rights to
purchase such shares could be issued, to create voting impediments or to
frustrate persons seeking to effect a takeover or otherwise gain control of the
Company. The ability of the Board to issue such additional shares of preferred
stock, with rights and preferences it deems advisable, could discourage an
attempt by a party to acquire control of the Company by tender offer or other
means. Such issuances could therefore deprive stockholders of benefits that
could result from such an attempt, such as the realization of a premium over any
market price for their shares in a tender offer or the temporary increase in
market price that such an attempt could cause. Moreover, the issuance of such
additional shares of preferred stock to persons friendly to the Board could make
it more difficult to remove incumbent managers and directors from office even if
such change were to be favorable to stockholders generally. At the present time,
the Company is not aware of any specific contemplated mergers, tender offers or
other plans by a third party to attempt to effect a change in control of the
Company. While the amendment may have anti-takeover ramifications, the Board
believes that financial flexibility offered by the amendment outweighs any
disadvantages.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table lists, as of February 29, 2004, the number of shares of
common stock beneficially owned by (i) each person or entity known to the
Company to be the beneficial owner of more than 5% of the outstanding common
stock; (ii) each officer and director of the Company; and (iii) all officers and
directors as a group. Information relating to beneficial ownership of common
stock by our principal stockholders and management is based upon information
furnished by each person using "beneficial ownership" concepts under the rules
of the Securities and Exchange Commission. Under these rules, a person is deemed
to be a beneficial owner of a security if that person has or shares voting
power, which includes the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the voting of the
security. The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial interest.
The percentages below are calculated based on 7,999,994 shares of Techedge, Inc.
common stock issued and outstanding.
On June 6, 2003, the Company filed a Form S-8 Registration Statement
(333-105885) so as to register 2,000,000 shares of its common stock under
options which may be issued in accordance with the Company's 2003 Non-Statutory
Stock Option Plan dated April 8, 2003. No options have been issued as of
February 29, 2004 and there are no warrants or other securities convertible into
shares of Company common stock outstanding.
Names and Addresses* 1 Number of Shares 2 Percentage of Shares
Of Beneficial Owners 3 Beneficially Owned Beneficially Owned
- -------------------- ------------------ ------------------
Mitchell Schlossberg 2,250,000 28.125%
Ehren Richardson 50,000 .625%
Gregory A. Konesky 50,000 .625%
Mirman Capital Ventures, Inc.2 2,250,000 28.125%
1175 Walt Whitman Road,
Suite 100
Melville, New York 11747
Gary B. Wolff 400,000 5%
All Officers and Directors
as a Group (3 Persons) 2,350,000 29.375%
* Unless otherwise indicated, each shareholder's address is c/o the
Company at 175 Fox Hollow Road, Woodbury, New York 11797
1 Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of the
Common Stock beneficially owned by them. A person is deemed to be the beneficial
owner of securities which may be acquired by such person within 60 days from the
date indicated above upon the exercise of options, warrants or convertible
securities. Each beneficial owner's percentage of ownership is determined by
assuming that options, warrants or convertible securities that are held by such
person (not those held by any other person) and which are exercisable within 60
days of the date indicated above, have been exercised. To date, the Company has
not granted any options, warrants or any other form of securities convertible
into its common stock.
2 Mirman Capital Ventures, Inc. is a privately held company with its
President, Eric Mirman owning 100% of all outstanding securities.
3 The persons and entities indicated have provided written consent to amend the
Company's Articles of Incorporation in the manner as indicated in Annex 1
hereto. Majority written consent is attached hereto as Annex II.
INTEREST OF CERTAIN PERSONS IN OR IN OPPOSITION TO MATTERS TO BE ACTED UPON
No director, executive officer, associate of any director or executive officer
or any other person has any substantial interest, direct or indirect, by
security holdings or otherwise, in the proposal to amend the Certificate of
Incorporation and take all other proposed actions which is not shared by all
other holders of the Company's Common Stock. See "Security Ownership of Certain
Beneficial Owners and Management."
OTHER MATTERS
The Board knows of no other matters other than those described in this
Information Statement which have been approved or considered by the holders of a
majority of the shares of the Company's voting stock.
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT AND/OR THE
AMENDED ARTICLES, PLEASE CONTACT:
Gregory A. Konesky
TECHEDGE, INC.
3 Rolling Hill Road
Hampton Bays, New York 11946
Telephone: 631-728-4164
By order of the Board of Directors of TECHEDGE, INC.
EXHIBITS
ANNEX I. Amended Articles of Incorporation
CERTIFICATE OF AMENDMENT
OFCERTIFICATE OF INCORPORATION OF
TECHEDGE, INC.
It is hereby certified that:
1. The name of the corporation is TECHEDGE, INC. (the "Corporation") :
2. The certificate of incorporation of the corporation is hereby amended by
striking out Article FOURTH thereof and by substituting in lieu of said article
the following new Article FOURTH:
The total number of shares of stock which the Corporation shall
have authority to issue is One Hundred One Million (101,000,000)
which shall consist of (i) One Hundred Million (100,000,000) shares
of common stock, $.0001 par value per share (the "Common Stock"),
and (ii) One Million (1,000,000) shares of preferred stock, $.0001
par value per share (the "Preferred Stock").
The Preferred Stock may be issued in one or more series, from time
to time, with each such series to have such designation, relative
rights, preferences or limitations, as shall be stated and
expressed in the resolution or resolutions providing for the issue
of such series adopted by the Board of Directors of the Corporation
(the "Board"), subject to the limitations prescribed by law and in
accordance with the provisions hereof, the Board being hereby
expressly vested with authority to adopt any such resolution or
resolutions. The authority of the Board with respect to each series
of Preferred Stock shall include, but not be limited to, the
determination or fixing of the following:
(i) The distinctive designation and number of shares
comprising such series, which number may (except
where otherwise provided by the Board increasing
such series) be increased or decreased (but not
below the number of shares then outstanding) from
time to time by like action of the Board;
(ii) The dividend rate of such series, the
conditions and time upon which such dividends shall
be payable, the relation which such dividends shall
bear to the dividends payable on any other class or
classes of Stock or series thereof, or any other
series of the same class, and whether such
dividends shall be cumulative or non-cumulative;
(iii) The conditions upon which the shares of such
series shall be subject to redemption by the
Corporation and the times, prices and other terms
and provisions upon which the shares of the series
may be redeemed;
(iv) Whether or not the shares of the series shall
be subject to the operation of a retirement or
sinking fund to be applied to the purchase or
redemption of such shares and, if such retirement
or sinking fund be established, the annual amount
thereof and the terms and provisions relative to
the operation thereof;
(v) Whether or not the shares of the series shall
be convertible into or exchangeable for shares of
any other class or classes, with or without par
value, or of any other series of the same class,
and, if provision is made for conversion or
exchange, the times, prices, rates, adjustments
and other terms and conditions of such conversion
or exchange;
(vi) Whether or not the shares of the series shall
have voting rights, in addition to the voting
rights provided by law, and, if so, the terms of
such voting rights;
(vii) The rights of the shares of the series in the
event of voluntary or involuntary liquidation,
dissolution or upon the distribution of assets of
the Corporation; and
(viii) Any other powers, preferences and relative
participating, optional or other special rights,
and qualifications, limitations or restrictions
thereof, of the shares of such series, as the Board
may deem advisable and as shall not be inconsistent
with the provisions of this Articles of
Incorporation.
The holders of shares of the Preferred Stock of each series shall be entitled
to receive, when and as declared by the Board, out of funds legally available
for the payment of dividends, dividends (if any) at the rates fixed by the Board
for such series before any cash dividends shall be declared and paid or set
apart for payment, on the Common Stock with respect to the same dividend period.
The holders of shares of the Preferred Stock of each series shall be entitled,
upon liquidation or dissolution or upon the distribution of the assets of the
Corporation, to such preferences as provided in the resolution or resolutions
creating such series of Preferred Stock, and no more, before any distribution of
the assets of the Corporation shall be made to the holders of shares of the
Common Stock. Whenever the holders of shares of the Preferred Stock shall have
been paid the full amounts to which they shall be entitled, the holders of
shares of the Common Stock shall be entitled to share ratably in all remaining
assets of the Corporation.
3. The amendments of the certificate of incorporation herein certified has been
duly adopted and written consent has been given in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.
Signed on this 23rd day of March, 2004.
By: ________________________________
Name: Gregory A. Konesky
Title: Chief Executive Officer
ANNEX II. Written Consent of the Majority of Stockholders
WRITTEN CONSENT OF THE MAJORITY
OF THE STOCKHOLDERS OF
TECHEDGE, INC.
The undersigned, constituting the holders entitled to vote a majority
of the aggregate shares of common stock, par value $.0001 per share (the "Common
Stock") of TECHEDGE, INC., a Delaware corporation (the "Company") hereby adopt
the following resolutions by written consent in lieu of a meeting, pursuant to
Section 228 of the General Corporation Law of the State of Delaware:
RESOLVED, that an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of the
Company's Common Stock to 100,000,000 shares of $.0001 par value common
stock and to authorize 1,000,000 shares of preferred stock ($.0001 par
value), in substantially the form attached hereto as ANNEX I is hereby
approved.
IN WITNESS WHEREOF, the undersigned have adopted the foregoing
resolutions by written consent as of the 29th day of February 2004.
--------------------
Mitchell Schlossberg
--------------------
Ehren Richardson
--------------------
Gregory A. Konesky
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Mirman Capital Ventures, Inc.
By: Eric Mirman