SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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
INVESTNET, INC.
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(Name of Registrant as Specified In Its Charter)
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INVESTNET, INC.
1403 East 900 South
Salt Lake City, Utah
(801) 582-9609
NOTICE OF ACTION TAKEN WITHOUT A STOCKHOLDER MEETING
October 20, 2003
To the Stockholders of InvestNet, Inc.:
The attached Information Statement is being delivered by InvestNet, Inc.
("Corporation") in connection with the approval by the holders of a majority of
our voting stock of an amendment to the Corporation's articles of incorporation,
specifically to increase the number of our authorized common shares from
45,000,000 to 200,000,000 without any change in the par value of $0.001 and to
increase our authorized preferred shares from 5,000,000 to 200,000,000 without
any change in the par value of $0.001. This Information Statement is first being
mailed to stockholders on or about October 20, 2003. We anticipate that the
amendment to our articles of incorporation will become effective on or after
November 10, 2003.
On September 27, 2003, the Corporation's board of directors approved a
resolution authorizing the filing of an amendment to our articles of
incorporation with the Nevada Secretary of State. On September 30, 2003, the
holders of a majority of the outstanding shares of the Corporation's common
stock entitled to vote thereon executed a written consent in accordance with the
provisions set forth in the Nevada Revised Statutes Chapter 7 Section 78.320(2)
and Article II, Section 2.10 of the Corporation's bylaws to approve and adopt an
amendment to its articles of incorporation.
This letter and the accompanying Information Statement are being distributed to
you, our stockholders, in accordance with the requirements of the Nevada Revised
Statutes Chapter 7 Section 78.370(1) and Section 14(c) of the Securities
Exchange Act of 1934, as amended. The Information Statement describes the
changes to the Corporation's articles of incorporation.
WE ARE NOT ASKING
YOU FOR A PROXY
AND YOU ARE
REQUESTED NOT TO
SEND US A PROXY.
Thank you for your continued interest in and support of InvestNet, Inc.
By Order of the Board of Directors
- ------------------------
Ruairidh Campbell
President
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INVESTNET, INC.
1403 East 900 South
Salt Lake City, Utah
(801) 582-9609
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is being mailed on or about October 20, 2003 to all
stockholders of record of InvestNet, Inc., a Nevada corporation ("Corporation"),
as of the close of business on September 30, 2003. It is being furnished in
connection with the adoption of an amendment to the Corporation's articles of
incorporation by written consent of the holders of a majority of the outstanding
shares of common stock. We anticipate that the amendment will become effective
on or after November 10, 2003. A copy of the amendment to our articles of
incorporation is attached to this document as Exhibit A.
On September 27, 2003, the Corporation's board of directors adopted resolutions
proposing and declaring advisable an amendment to our articles of incorporation.
Specifically, the board of directors proposed that the Corporation's articles of
incorporation be amended to permit an increase in the number of our authorized
common shares from 45,000,000 to 200,000,000 without any change in the par value
of $0.001 and to increase our authorized preferred shares from 5,000,000 to
200,000,000 without any change in the par value of $0.001.
On September 30, 2003 the amendment was adopted by the written consent of
holders of a majority of the issued and outstanding shares of the Corporation's
common stock entitled to vote thereon in accordance with the provisions set
forth in the Nevada Revised Statutes Chapter 7 78.320(2) and Article II, Section
2.10 of the Corporation's bylaws. Our board of directors decided to obtain the
written consent of the holders of a majority of the outstanding common stock
entitled to vote on the amendment in order to eliminate the cost and delay
involved in holding a special meeting of the Corporation's stockholders and in
order to amend our articles of incorporation in a timely manner.
The record date for purposes of determining the stockholders entitled to vote
and to whom this Information Statement is to be sent is September 30, 2003. As
of the record date, we had 10,500,000 shares of common stock issued and
outstanding and entitled to vote on the amendment, with each share of common
stock entitled to one vote. The holders of 5,388,500 shares of the issued and
outstanding common stock, representing approximately 51% of the votes entitled
to be cast with regard to the amendment, approved the amendment by written
consent.
Pursuant to regulations promulgated under the Securities Exchange Act of 1934,
as amended, the amendment may not be effected until at least 20 calendar days
after this Information Statement is sent or given to the Corporation's
stockholders. We anticipate that the amendment will become effective on or after
November 10, 2003 upon filing with the Nevada Secretary of State.
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There will not be a meeting of stockholders to approve this amendment and none
is required under the Nevada Revised Statutes because these actions have been
approved by the written consent of the holders of a majority of the outstanding
shares of the Corporation's voting common stock. Under the Nevada Revised
Statutes Chapter 7 Section 78.370(1) and Section 14(c) of the Securities
Exchange Act of 1934, as amended, we are required to provide prompt notice of
the taking of corporate action without a meeting to our stockholders of record
who have not consented in writing to this action. This Information Statement is
intended to provide you with the required notice.
AMENDMENT TO THE ARTICLES OF INCORPORATION
SHARE CAPITAL INCREASE TO 200,000,000 AUTHORIZED COMMON SHARES AND 200,000,000
AUTHORIZED PREFERRED SHARES
The Corporation's board of directors and the stockholders holding a majority of
the voting power of its common stock have approved an amendment to the
Corporation's articles of incorporation to permit an increase in the number of
our authorized common shares from 45,000,000 to 200,000,000 without any change
in the par value of $0.001 and an increase in our authorized preferred shares
from 5,000,000 to 200,000,000 without any change in the par value of $0.001.
The action to increase the Corporation's share capital to 200,000,000 authorized
common shares and 200,000,000 authorized preferred shares will become effective
upon the filing of an amendment to the Corporation's articles of incorporation
with the Nevada Secretary of State, which is expected to occur as soon as is
reasonably practicable on or after the twentieth (20th) day following the
mailing of this Information Statement to our stockholders. The increase in the
number of authorized common shares and the number of authorized preferred shares
will have no affect upon the holders of common stock, except to provide the
Corporation with increased flexibility in its ability to issue shares, raise
capital or acquire new businesses or properties.
REASONS FOR THE INCREASE IN AUTHORIZED COMMON AND PREFERRED STOCK
The Corporation's articles of incorporation presently authorize the issuance by
the Corporation of up to 45,000,000 shares of common stock, par value $0.001 per
share and 5,000,000 shares of preferred stock, par value $0.001. As of the
record date there were 10,500,000 shares of common stock issued and outstanding
and 0 shares of preferred stock issued and outstanding, leaving a balance of
34,500,000 shares of common stock authorized and available for issuance and
5,000,000 shares of preferred stock authorized and available for issuance.
Due to the limited number of shares of common stock and preferred stock
available to be issued, the holders of a majority of the Corporation's common
stock have approved an amendment to the Corporation's articles of incorporation
pursuant to which the number of shares of common stock which the Corporation
will be authorized to issue will be increased from 45,000,000 to 200,000,000
shares and the number of shares of preferred stock which the Corporation will be
authorized to issue will be increased from 5,000,000 to 200,000,000.
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The additional shares of common stock, when issued, would have the same rights
and privileges as the shares of common stock now issued. There are no
pre-emptive rights relating to the common stock. Any issuance of additional
shares of common stock would increase the number of outstanding shares of common
stock and (unless such issuance was pro-rata among existing stockholders) the
percentage ownership of existing common stockholders would be diluted
accordingly. The Corporation has not yet issued any shares of preferred stock.
Preferences, conversion rights, voting powers, restrictions, and limitations as
to dividends or qualifications that may attach to the Corporation's preferred
stock are yet to be determined by the board of directors.
Although the Corporation does not presently have any plans, intentions,
agreements, understandings or arrangements regarding the issuance of additional
shares of common stock or new shares of preferred stock, the board of directors
believes that it will need to do so in the future. The board of directors
believes that the increase in the authorized common stock and authorized
preferred stock will provide the Corporation with increased flexibility in the
future to issue capital stock in connection with public or private offerings,
stock dividends, financing transactions, employee benefit plans and other proper
corporate purposes. Moreover, having such additional authorized shares of common
and preferred stock available will give the Corporation the ability to issue
stock without the expense and delay of a special meeting of stockholders, which
delay might deprive the Corporation of the flexibility the board of directors
views as important in facilitating the effective use of the Corporation's common
and preferred stock. Except as otherwise required by applicable law and
regulations, authorized but un-issued shares of common or preferred stock may be
issued at such time, for such purpose and for such consideration as the board of
directors may determine to be appropriate, without further authorization by
stockholders.
POTENTIAL ANTI-TAKEOVER EFFECT OF AN INCREASE IN AUTHORIZED COMMON
AND PREFERRED STOCK
AUTHORIZED SHARES OF COMMON STOCK
The increase in shares of authorized common stock will permit the issuance of up
to 200,000,000 shares of common stock, of which only 10,500,000 are now issued
and outstanding. The remaining authorized shares of common stock could be issued
without the prior approval of the stockholders to investors aligned with the
Corporation's management in the event of an attempted acquisition of the
Corporation that is not approved by the board of directors or could be reserved
for issuance in connection with a stockholders rights plan or other
anti-takeover mechanism. The existence of a large number of authorized and
un-issued shares of common stock may discourage any person from making an
unsolicited attempt to gain control of the Corporation.
AUTHORIZED SHARES OF PREFERRED STOCK
The increase in shares of authorized preferred stock will permit the issuance of
up to 200,000,000 shares of preferred stock, of which 0 are now issued and
outstanding. Shares of preferred stock could be issued by the board of directors
with preferences, conversion rights, voting powers, restrictions, and
limitations as to dividends or qualifications as yet to be determined by the
board of directors without the prior approval of the Corporation's stockholders.
The existence of a large number of authorized and un-issued shares of preferred
stock may discourage any person from making an unsolicited attempt to gain
control of the Corporation.
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IMPLEMENTATION OF THE INCREASE IN AUTHORIZED COMMON STOCK
The increase in the authorized common and preferred stock will be implemented by
effecting an amendment to the Corporation's articles of incorporation, dated
March 16, 2000, replacing the current Fourth Article with a new Fourth Article
as follows:
"FOURTH. The stock of the corporation consists of Common Stock in the amount of
Two Hundred Million (200,000,000) shares having par value of $0.001 each and
Preferred Stock in the amount of Two Hundred Million (200,000,000) shares having
a par value of $0.001 each. There shall be no cumulative voting by shareholders.
The description of the Preferred Stock with the preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends, and
qualifications and rights thereof shall be set by the board of directors." The
increase in authorized common and preferred stock will become effective on
November 10, 2003 subsequent to filing of an amendment to the Corporation's
articles of incorporation with the Nevada Secretary of State. The complete text
of the approved amendment to the Corporation's articles of incorporation is
attached as Exhibit A hereto.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the outstanding shares of
common stock is required for approval of the amendment to the articles of
incorporation under the Nevada Revised Statutes. The Corporation has obtained
this approval through the written consent of stockholders owning a majority of
the outstanding voting shares of its common stock. Therefore, an extraordinary
meeting of the stockholders to approve the increase in authorized common and
preferred stock and the amendment to the articles of incorporation is
unnecessary and will not take place for this purpose.
ABSENCE OF DISSENTERS' RIGHTS
No dissenters' or appraisal rights are available to the Corporation's
stockholders under the Nevada Revised Statutes, the Corporation's articles of
incorporation or its bylaws in connection with this amendment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the ownership of
the Corporation's common stock as of October 20, 2003 with respect to: (i) each
person known to the Corporation to be the beneficial owner of more than five
percent of the Corporation's common stock; (ii) all directors; and (iii)
directors and executive officers of the Corporation as a group. The notes
accompanying the information in the table below are necessary for a complete
understanding of the figures provided below. As of October 20, 2003, there were
10,500,000 shares of common stock issued and outstanding.
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- --------------------------- ------------------------------------- ---------------------------- -----------------------
TITLE OF AMOUNT AND NATURE OF
CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- --------------------------- ------------------------------------- ---------------------------- -----------------------
- --------------------------- ------------------------------------- ---------------------------- -----------------------
Ruairidh Campbell
President/Chief Executive
Officer/Chief Financial
Common Stock Officer/Director
($0.001 par value) 600 Westwood Terrace 250,000 2.4%
Austin, Texas 78746
- --------------------------- ------------------------------------- ---------------------------- -----------------------
Common Stock Directors and Executive Officers as
($0.001) par value a Group (1) 250,000 2.4%
- --------------------------- ------------------------------------- ---------------------------- -----------------------
INTEREST OF CERTAIN PERSONS IN 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 amendments to be made to the
Corporation's articles of incorporation or in any action covered by the related
resolution adopted by the board of directors, which is not shared by all other
stockholders.
ADDITIONAL INFORMATION
Additional information concerning the Corporation, including its annual and
quarterly reports on Forms 10-KSB and 10- QSB, which have been filed with the
Securities and Exchange Commission, may be accessed through the EDGAR archives,
at www.sec.gov .
SIGNATURE
Pursuant to the requirements of the Exchange Act of 1934, as amended, the
Corporation has duly caused this report to be signed on its behalf by the
undersigned hereunto authorized.
InvestNet, Inc.
By Order of the Board of Directors
By: ___________________
Ruairidh Campbell, President
Salt Lake City, Utah
October 20, 2003
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EXHIBIT A
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
INVESTNET, INC.
Pursuant to Section 78.320 of the Nevada Revised Statutes, the undersigned
person, desiring to amend the Articles of Incorporation of InvestNet, Inc.,
under the laws of the State of Nevada, does hereby sign, verify, and deliver to
the Office of the Secretary of State of the State of Nevada these Articles of
Amendment to the Articles of Incorporation for the above-named company
(hereinafter referred to as the "Corporation"):
Pursuant to the provisions of Section 78.320, the amendments contained herein
were duly approved and adopted by a majority of stockholders and by the board of
directors of the Corporation.
The Articles of Incorporation of the Corporation were first filed and approved
by the Office of the Secretary of State of the State of Nevada on March 16,
2000; and
Pursuant to a unanimous written consent resolution of the board of directors
dated September 27, 2003 and action taken by a majority of the stockholders in
lieu of a meeting on September 30, 2003, the directors and stockholders of the
Corporation approved the filing of these Articles of Amendment to increase the
number of authorized common and preferred shares.
THEREFORE, the Fourth Article of the Articles of Incorporation of the
Corporation is hereby amended and restated in its entirety as follows:
"FOURTH. The stock of the corporation consists of Common Stock in the amount of
Two Hundred Million (200,000,000) shares having par value of $0.001 each and
Preferred Stock in the amount of Two Hundred Million (200,000,000) shares having
a par value of $0.001 each. There shall be no cumulative voting by shareholders.
The description of the Preferred Stock with the preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends, and
qualifications and rights thereof shall be set by the board of directors."
The amendment to increase the number of authorized common shares and to increase
the number of authorized preferred shares was adopted by 5,388,500 shares, or
51.2%, of the 10,500,000 issued and outstanding shares of common stock
entitled to approve such amendment.
The increase in the number of authorized common shares and authorized preferred
shares will be effective on November 10, 2003 upon the filing of this amendment
to the Articles of Incorporation of InvestNet, Inc. with the Office of the
Secretary of State of the State of Nevada.
DATED this 30th day of September, 2003.
/s/ Ruairidh Campbell
- -------------------------------------------------------------------------
Ruairidh Campbell, Chief Executive Officer and Director
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