SCHEDULE R14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)OF THE SECURITIES EXCHANGE ACT OF
1934 (AMENDMENT No. 1)
Check the appropriate box:
[X] Preliminary information statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14c-5(d)(2)
[ ] Definitive information statement
KANAKARIS WIRELESS
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(Name of Registrant as Specified in Its Charter)
[X] No Fee Required
[ ] Fee Computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
- -----------------------------------------------------------------------
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):
4. Proposed aggregate offering price:
5. Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box is 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:
2. Form, schedule, or registration statement number:
3. Filing party:
4. Date filed:
NOTES:
REVISED PRELIMINARY INFORMATION STATEMENT
DATED: NOVEMBER 5, 2003
KANAKARIS WIRELESS
1280 Bison, Suite B9-597
Newport Beach, CA, USA 92660
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY IN CONNECTION WITH ANY SHAREHOLDER VOTE
PROPOSED HEREIN, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This information statement (the "Information Statement") is furnished to the
shareholders of Kanakaris Wireless, a Nevada corporation (the "Company"), with
respect to certain proposed corporate actions of the Company (the "Proposals").
This information is first being provided to shareholders on or about November
17, 2003.
The Proposals have been set out in four (4) corporate Resolutions already
approved by the Board of Directors of the Company, and expected to be passed by
a majority of the outstanding shares of our capital stock at the earliest
opportunity following full compliance with all applicable securities filings
with the United States Securities and Exchange Commission under Rule 14C-101,
and the passage of applicable waiting periods with respect to the implementation
of such Resolutions.
The Proposals which are the subject of this Information Statement are as
follows:
1. That the Articles of Incorporation of the Company be amended and restated
in the form attached as Exhibit A to the Resolutions, and specifically to amend
---------
Article First of the Articles of Incorporation to read in its entirety as
follows:
"FIRST: The name of the corporation is:
"Wi-Fi TV, Inc.";
2. That the Company's Articles of Incorporation be amended and restated in
the form attached as Exhibit A attached to the Resolutions and, specifically,
---------
that Article Second of the Articles of Incorporation be amended to read in its
entirety as follows:
"SECOND: This Corporation is authorized to issue two classes of stock, which
are voting Common Stock and Preferred Stock. The shares of Common Stock which
this Corporation is authorized to issue shall have a par value of one-tenth of
one cent ($.001) per share and the number of shares of Common Stock this
Corporation is authorized to issue is two hundred fifty million (250,000,000)
shares. The shares of Preferred Stock this Corporation is authorized to issue
shall have a par value of One Cent ($.01) per share and the number of shares of
Preferred Stock this Corporation is authorized to issue is one million nine
hundred (1,000,900) shares. Of such amount, the Corporation hereby designates
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and establishes two (2) series of Preferred Stock, namely Class A Convertible
Preferred Stock and Class B Convertible Preferred Stock. The number of shares
of Class A Convertible Preferred Stock the Corporation is authorized to issue
shall be one million (1,000,000) shares and the number of shares of Class B
Convertible Preferred Stock the Corporation is authorized to issue shall be nine
hundred (900) shares. Each share of Preferred Stock shall have the respective
rights and privileges designated on the Certificate of Designation attached as
Exhibit A hereto. All remaining shares of Preferred Stock not so specifically
- ----------
designated may be designated in the future by action of the Board of Directors
of the Corporation and otherwise in accordance with the applicable provisions of
the Nevada Revised Statutes. The Board of Directors, within any limits and
restrictions stated, may determine or alter the rights, preferences, privileges
and restrictions granted to or imposed upon any wholly unissued series of
Preferred Stock.";
3. That the shareholders ratify the determination of the Board of Directors
to effectuate a reverse stock split of the Common Stock of the Company such
that, for every fifty (50) shares of our Common Stock issued and outstanding
immediately prior to the effective time of the reverse stock split, there will
be one (1) share issued and outstanding immediately following the reverse stock
split.
4. That the Amended and Restated Bylaws, substantially in the form attached
as Exhibit B to the Resolutions, be adopted and approved as the Bylaws of the
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Corporation from and after the date of their authorization by the shareholders
of the Company.
A prior Information Statement on a Preliminary Schedule 14C was filed by us on
September 10, 2003. That Information Statement contained, among other things,
information regarding a proposed sale of assets by LAIN International, Inc., a
wholly-owned subsidiary of our Company, to Venture Media, Inc. ("VMCI"), however
our Board of Directors has recently received word that VMCI is unable to
complete the transaction as proposed, and so that combination is no longer a
---------
proposed Resolution to be adopted by corporate action and, accordingly, all
references to the aborted transaction with VMCI have been eliminated from this
Revised Information Statement. If and when a form of business combination
involving the stock or assets of our Company (including any subsidiary of our
Company) becomes the subject of a shareholder proposal, a subsequent filing on
Schedule 14-C will be circulated for that purpose at that time.
ONLY THE COMPANY'S SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON NOVEMBER
10, 2003 (THE "RECORD DATE") ARE ENTITLED TO NOTICE OF THE PROPOSALS. PRINCIPAL
SHAREHOLDERS WHO, AS OF THE RECORD DATE, COLLECTIVELY HELD IN EXCESS OF 50% OF
THE COMPANY'S OUTSTANDING SHARES ENTITLED TO VOTE ON THE PROPOSALS HAVE
INDICATED THAT THEY WILL VOTE IN FAVOR OF THE PROPOSALS. MOST OF THESE SHARES
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ARE HELD BY PERSONS WHO ARE ALSO DIRECTORS OF OUR COMPANY, AND HAVE THEREFORE
ALREADY APPROVED THE MATTERS COVERED BY THE PROPOSALS. AS A RESULT, THE
PROPOSALS ARE EXPECTED TO BE APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER
SHAREHOLDERS OF THE COMPANY. THIS ACTION IS EXPECTED TO BE TAKEN NOT LESS THAN
TWENTY (20) DAYS FROM THE MAILING OF THIS INFORMATION STATEMENT, BUT AS SOON
THEREAFTER AS PRACTICABLE.
This Information Statement is accompanied by the Company's Annual Report for the
fiscal year ended September 30, 2002, which has been previously filed with the
Securities and Exchange Commission.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ ALEX KANAKARIS
------------------------------------
Alex Kanakaris
PRESIDENT
Dated November 17, 2003
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TABLE OF CONTENTS
ABOUT THE INFORMATION STATEMENT Page 6
What is the Purpose of the Information Statement? Page 6
Who is Entitled to Notice? Page 6
What Constitutes the Voting Shares of the Company? Page 6
What Corporate Matters will the Principal Shareholders
Vote for and How will they Vote? Page 7
What Vote is Required to Approve the Proposals? Page 7
DISSENTERS' RIGHTS OF APPRAISAL Page 7
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF Page 8
PROPOSAL NO. 1 - AUTHORIZATION TO CHANGE CORPORATE NAME
TO WI-FI TV, INC.
PROPOSAL NO. 2 - AUTHORIZATION TO INCREASE AUTHORIZED
SHARES AFTER EFFECTIVE TIME OF REVERSE
STOCK SPLIT
PROPOSAL NO. 3 - RATIFICATION OF REVERSE STOCK SPLIT
PROPOSAL NO. 4 - AUTHORIZATION TO AMEND AND RESTATE THE
BYLAWS OF THE CORPORATION
AVAILABLE INFORMATION
EXHIBITS
5
KANAKARIS WIRELESS
1280 Bison, Suite B9-597
Newport Beach, CA, USA 92660
INFORMATION STATEMENT
NOVEMBER 5, 2003
----------------
This information statement contains information related to certain corporate
actions of Kanakaris Wireless, a Nevada corporation (the "Company"), and is
expected to be mailed to shareholders on or before December 16, 2003.
ABOUT THE INFORMATION STATEMENT
WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?
-------------------------------------------------
This information statement is being furnished to you pursuant to Section 14 of
the Securities Exchange Act of 1934 to notify the Company's shareholders as of
the close of business on the Record Date of corporate action expected to be
taken pursuant to the consents or authorizations of principle shareholders.
Shareholders holding a majority of the Company's outstanding common stock and
preferred stock are expected to vote in favor of certain corporate matters
outlined in this Information Statement, which action is expected to take place
on or before December 16, 2003, consisting of the approval of an amendment and
restatement of the Company's Articles of Incorporation to (1) change the name of
the Company to Wi-Fi TV, Inc., and to authorize the issuance of 250,000,000
shares of the Company's capital common stock in order to increase the authorized
amount of our Common Stock following the contemplated reverse stock split
described herein to its current level; (2) to authorize the amendment and
restatement of our Bylaws; and (3) to ratify and affirm a fifty-to-one reverse
split of the Company's common stock as described herein.
WHO IS ENTITLED TO NOTICE?
- ------------------------------
Each outstanding share of common stock as of record on the close of business on,
November 10, 2003, (the "Record Date") will be entitled to notice of each matter
to be voted upon pursuant to consents or authorizations. Shareholders as of the
close of business on the record date that held in excess of fifty percent (50%)
of the Company's outstanding shares of common stock and preferred stock have
indicated that they will vote in favor of the Proposals. Under Nevada corporate
law, all the activities requiring shareholder approval may be taken by obtaining
the written consent and approval of more than 50% of the holders of voting stock
in lieu of a meeting of the shareholders. No action by the minority shareholders
in connection with the Proposals is required.
WHAT CONSTITUES THE VOTING SHARES OF THE COMPANY?
- --------------------------------------------------------
The voting power entitled to vote on the proposals consists of (1) the vote of
the holders of a majority of the voting power of the common stock, each of whom
is entitled to one vote per share; plus (2) the holders of our Class A Preferred
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Stock, each of whom is entitled to 100 non-cumulative votes per share. The
holders of our Common Stock and the holders of our Class A Preferred Stock will
vote together as a single class on the Proposals. As of the record date,
245,337,779 shares of common stock and 1,000,000 shares of Class A Preferred
Stock were issued and outstanding, and no other shares of Preferred Stock were
issued and outstanding.
WHAT CORPORATE MATTERS WILL THE SHAREHOLDERS VOTE FOR AND HOW WILL THEY VOTE?
- --------------------------------------------------------------------------------
Shareholders holding a majority of our outstanding stock have indicated that
they will vote in favor of the following Proposals:
1. TO AMEND AND RESTATE OUR ARTICLES OF INCORPORATION TO CHANGE OUR CORPORATE
NAME TO WI-FI TV, INC.;
----------------
2. TO AMEND AND RESTATE OUR ARTICLES OF INCORPORATION TO AUTHORIZE AN INCREASE
IN THE COMPANY'S NUMBER OF AUTHORIZED SHARES OF CAPITAL COMMON STOCK TO TWO
HUNDRED FIFTY MILLION (250,000,000) SHARES, FOLLOWING A DECREASE IN THE
AUTHORIZED AMOUNT TO FIFTY MILLION (50,000,000) SHARES AS A RESULT OF THE
REVERSE STOCK SPLIT DESCRIBED IN PROPOSAL 1;
3. TO RATIFY AND AFFIRM THE DETERMINATION OF OUR BOARD OF DIRECTORS TO
EFFECTUATE A REVERSE STOCK SPLIT, WHEREBY FOR EACH FIFTY (50) COMMON SHARES
HELD BY A SHAREHOLDER IMMEDIATELY PRIOR TO THE REVERSE STOCK SPLIT, SUCH
SHAREHOLDER WILL HOLD ONE (1) COMMON SHARE IMMEDIATELY FOLLOWING THE
REVERSE STOCK SPLIT; AND
4. TO AMEND AND RESTATE OUR BYLAWS TO REFLECT THE COMPANY'S NEW NAME.
WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSALS?
- ------------------------------------------------------
The affirmative vote of a majority of the shares of our Common Stock and our
Preferred Stock, voting as a single class and outstanding on the record date, is
required for approval of the Proposals. We believe that such majority will vote
in favor of the Proposals.
DISSENTERS' RIGHTS OF APPRAISAL
There is no provision in the Nevada General Corporation law, or our Articles of
Incorporation or Bylaws, providing our stockholders with dissenters' rights of
appraisal to demand payment in cash for their shares of Common Stock in
connection with the implementation of any of the Proposals described in this
Information Statement.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth information regarding the beneficial ownership of
shares of the Company's common stock as of November 12, 2003. As of such date,
the Company had 245,337,779 shares of common stock and 1,000,000 shares of Class
A Preferred Stock issued and outstanding, and no other shares issued and
outstanding. The table below identifies all shares of the Company's common
stock and preferred stock that were owned by (i) all shareholders known to the
Company to be beneficial owners of more than 5% of the Company's outstanding
stock of each class; (ii) each director and executive officer of the Company;
and (iii) all officers and directors of the Company as a group, in each case as
of November 12, 2003. Except as may be otherwise indicated in the footnotes to
the table below, each person has sole voting power and sole dispositive power as
to all of the shares shown as beneficially owned by them.
TITLE AND PERCENT NAME AND ADDRESS OF AMOUNT AND NATURE OF
OF CLASS OWNED BENEFICIAL OWNER BENEFICIAL OWNER
- --------------------------- ---------------------------- --------------------
Common Alex Kanakaris,
2.1% Officer, Director 5,067,500
1280 Bison, Suite B9-597
Newport Beach, CA, USA
92660
Preferred Alex Kanakaris 1,000,000 (1)
100.0% Officer, Director
1280 Bison, Suite B9-597
Newport Beach, CA, USA
92660
Common Rose Forbes, Director 205,000
* 1280 Bison, Suite B9-597
Newport Beach, CA, USA
92660
Common Lisa Lawrence, Director 177,000
* 1280 Bison, Suite B9-597
Newport Beach, CA, USA
92660
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TITLE AND PERCENT NAME AND ADDRESS OF AMOUNT AND NATURE OF
OF CLASS OWNED BENEFICIAL OWNER BENEFICIAL OWNER
- --------------------------- ---------------------------- --------------------
Common Van Holster, Director 136,760
* 1280 Bison, Suite B9-597
Newport Beach, CA, USA
92660
Common Caroline Michaels, Director 126,250
* 1280 Bison, Suite B9-597
Newport Beach, CA, USA
92660
Common Charles Moore, Director 125,000
* 1280 Bison, Suite B9-597
Newport Beach, CA, USA
92660
Julio Neri, Director 0
1280 Bison, Suite B9-597
Newport Beach, CA, USA
92660
David Shomaker, Acting Officer 0
1280 Bison, Suite B9-597
Newport Beach, CA, USA
92660
Rachelle Kuzma 0
Acting Officer, Director
1280 Bison, Suite B9-597
Newport Beach, CA, USA
92660
Shares of all directors and
Executive officers as a group 6,837,510
* Owns less than 1.0%
(1) The holders of Class A Preferred Stock votes together as a single class
with the holders of common stock, on all matters (other than certain matters
affecting the Class A Preferred Stock disproportionately from all other shares
of stock, in which case its vote is taken as a separate class). Each share of
common stock is entitled to one (1) vote, and each share of Class A Preferred
Stock is entitled to one hundred (100) non-cumulative votes per share.
PROPOSAL 1 - CHANGE OF CORPORATE NAME
Our Board of Directors has determined that it would be in the best interests of
the Company and our shareholders to change the name of the Company to Wi-Fi TV,
Inc., as a reflection of the state of our business and the industry generally,
which our management views as the wireless distribution of media content through
the Internet. While we could merely amend our Articles of Incorporation to
effect the change of our name, management feels that due to a large number of
prior amendments our Articles are difficult for our shareholders and others to
read and understand and, accordingly, we are restating them into a single
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document for ease of reference. The Amendment will become effective upon its
filing with the Nevada Secretary of State. We anticipate filing the Amendment
with the Nevada Secretary of State in substantially the form attached as Exhibit
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A to this Information Statement on or before December 21, 2003.
PROPOSAL 2 - INCREASING OUR AUTHORIZED COMMON STOCK
As discussed below, because we have reached the maximum amount of common stock
which we are authorized to issue, it is necessary for us to increase the amount
of our shares of common stock which are available to investors. As we currently
have authorized 250,000,000 shares of common stock, if we were to increase this
amount to a larger number, our management felt that the amount of shares of
common stock which we would have authorized would be unwieldy and difficult to
manage. Accordingly, we will be effectuating a reverse stock split of our
common stock as discussed below. Under Nevada corporate law, however, a reverse
stock split of our outstanding common stock will also reduce our authorized
stock by an equivalent amount. For that reason, we must amend our Articles of
Incorporation to raise the authorized amount of our common stock subsequent to
the reverse stock split. Management has recommended increasing the amount of
our authorized common stock back to its original level of 250,000,000 shares.
While we could merely amend our Articles of Incorporation to effect the change
of our name, management feels that due to a large number of prior amendments our
Articles are difficult for our shareholders and others to read and understand
and, accordingly, we are restating them into a single document for ease of
reference. The Amendment will become effective upon its filing with the Nevada
Secretary of State. We anticipate filing the Amendment with the Nevada Secretary
of State in substantially the form attached as Exhibit A to this Information
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Statement on or before December 21, 2003.
PROPOSAL 3 - RATIFICATION OF REVERSE STOCK SPLIT
As stated above, we have reached the maximum number of shares of common stock
which we are authorized to issue. However, we have a need to continue to raise
capital through the sale of our stock and, including our obligation to maintain
a reserve of authorized but unissued stock against the conversion rights of
several investors who have purchased convertible promissory notes from us.
Our Board of Directors has approved us effectuating a reverse stock split of our
common stock, and Proposal Number 3 is for our shareholders to ratify this
approval. The effect of the reverse stock split will be to reduce by a factor
of fifty the number of outstanding shares of our common stock while maintaining
the current numbers of authorized and issued Class A Preferred Stock and
authorized Preferred Stock. Upon the filing with and acceptance by the Nevada
Office of the Secretary of State of the amendment to our Articles of
Incorporation discussed in Proposal Number 2 above, the result will be to create
a fifty-fold increase in the amount of capital stock which will then be
available for issuance to our convertible note investors and others desiring to
purchase our common stock.
Our board of directors believes that this effective increase in our available
capital stock is in the best interests of our company and its stockholders
because it will make available additional shares of common stock that may be
10
used for future offerings, as well as acquisitions, incentive stock programs and
other corporate purposes. The available additional shares of common stock may be
issued from time to time as our Board of Directors determines, without further
action of the stockholders. Although our Board of Directors has no current plans
to use such shares to entrench present management, it may be able to use the
available additional shares as a defensive tactic against hostile takeover
attempts. However, to our management's knowledge, no hostile takeover attempts
currently are threatened.
The Proposal will not reduce the number of outstanding shares of Class A
Preferred Stock nor will it reduce the 100 non-cumulative votes that each share
of Class A Preferred Stock has, voting together as a single class with our
common stock, on all matters presented for approval of our stockholders
generally. This effectively will result in a twenty-fold increase in the voting
power of our Class A Preferred Stock relative to the voting power of our common
stock. This effective increase is intended to help ensure that the business and
the creative leadership and vision of Alex Kanakaris, our Chairman of the Board,
President and Chief Executive Officer, can continue in the future.
Our common stock currently is quoted on the NASD's OTC Electronic Bulletin
Board. Once the reverse stock split has been completed, management believes that
the price per share at which our stock may be traded could increase, although
there can be no assurance that any such increase will occur. We believe that
the Proposal, if adopted, may make our common stock more attractive to members
of the investing public who may view low-priced stocks as unattractive or who
may, as a matter of policy, be precluded from purchasing our common stock due to
its low price. However, because our future performance depends upon various
business and economic factors that cannot be predicted, there can be no
assurance that this Proposal will enhance the marketability of our common stock
or that it will not reduce the marketability of our common stock.
We anticipate effectuating the reverse stock split on or before December 21,
2003.
PROPOSAL 4 - AMENDMENT AND RESTATEMENT OF OUR BYLAWS
Our Bylaws must be amended to reflect the new name of our company, Wi-Fi TV,
Inc., once it is formally changed through the filing with and acceptance by the
Office of the Secretary of State of Nevada (see Proposal Number 1 above). While
we could merely amend our Bylaws to reflect the change of our name, management
feels that due to a large number of prior amendments our Bylaws are difficult
for our shareholders and others to read and understand and, accordingly, we are
restating them into a single document for ease of reference. Our Bylaws are an
internal document maintained by the Secretary of our corporation, and do not
require filing with the Secretary of State of Nevada in order to become
operative. We anticipate effectuating the amendment and restatement of our
Bylaws in substantially the form attached as Exhibit B to this Information
Statement on or before December 21, 2003. ---------
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance with
the Exchange Act we file reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). You may inspect and
copy the reports, proxy statements and other information filed by us with the
Commission at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and as well as the
Commission's Regional Offices. You may also call the Commission at
1-800-SEC-0330 for more information about the public reference room, how to
obtain copies of documents by mail or how to access documents electronically on
the Commission's Web site at (http://www.sec.gov).
The Board of Directors of the Company knows of no matters, other than those
described in this Information Statement, which have been recently approved or
considered by the holders of the Company's Common Stock and Class A Preferred
Stock.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Alex Kanakaris
-----------------------------------
Alex Kanakaris
President
Dated November 17, 2003
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