UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
SCHEDULE 14C INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
________________________________________
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11 (c) or Section
240.14a-12
INVICTA GROUP INC.
________________________________________
(Exact Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed per Exchange Act Rules 14a-6 (i) (1) and 0-11.
[ ] 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.
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INVICTA GROUP INC.
2400 East Commercial Blvd. Suite 618
Ft. Lauderdale, FL 33308
INFORMATION STATEMENT
(Dated September 13, 2006)
NOTICE OF ACTION BY WRITTEN CONSENT OF A MAJORITY OF THE OUTSTANDING VOTING
STOCK TAKEN ON SEPTEMBER 12, 2006
To the Stockholders of INVICTA GROUP INC.:
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
This Information Statement is first being furnished on or about September 13,
2006, to holders of record of the common stock, $.001 par value per share
("Common Stock"), of Invicta Group Inc., a Nevada corporation (the
"Company"), in connection with an amendment and restatement ("Amendment") of
the Company's Articles of Incorporation, (the "Articles of Incorporation"),
effecting, among other things, increase in the number of authorized shares of
Common Stock of the Company to 5,000,000,000 shares. A complete summary of
this matter is set forth herein.
With respect to the Amendment, the Board of Directors of the Company (the
"Board") has approved, and the shareholders owning a majority of the issued
and outstanding voting shares outstanding as of September 12, 2006, have
consented in writing to the Amendment. Such approval and consent are
sufficient under Section 78.315 and 78.320, respectively, of the Nevada
Revised Statutes and the Company's Bylaws to approve the Amendments.
Accordingly, the Amendment will not be submitted to the other Company
stockholders for a vote, and this Information Statement is being furnished to
stockholders solely to provide them with certain information concerning the
Amendment in accordance with the requirements of Nevada law and the
Securities Exchange Act of 1934, as amended, and the regulations promulgated
thereunder, including particularly Regulation 14C.
The Amendments will be effective on or about September 25, 2006.
The principal executive offices of the Company are located at 2400 East
Commercial Blvd. Suite 618, Ft. Lauderdale, FL 33308, and the Company's
telephone number is (954) 771-0650.
NO DISSENTERS' RIGHTS
The corporate action described in this Information Statement will not afford
to stockholders the opportunity to dissent from the actions described herein
and to receive an agreed or judicially appraised value for their shares.
THE AMENDMENT
General
The Company adopted the Amendment to increase its authorized capital stock by
authorizing an increase in Common Stock to 5,000,000,000 shares of Common
Stock. A copy of the Articles of Amendment effecting the increase in
authorized shares of Common Stock, in substantially the form to be filed with
the Secretary of State of Nevada, is attached to this Information Statement
as Exhibit A. The majority stockholders of the Company as of September 12,
2006, have consented to the increase in authorized shares of Common Stock,
which will become effective on September 25, 2006 (the "Effective Date").
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The Company has taken all action required under Nevada law to approve the
Amendment. The Articles of Amendment filed with the Nevada Secretary of State
will not become effective until the Effective Date.
Stockholder Approval Previously Obtained
The Company has 840,044,922 issued and outstanding shares of Common Stock as
of September 12, 2006, each of which is entitled to one vote on any matter
brought to a vote of the Company's stockholders. The Company also has issued
and outstanding as of September 12, 2006, approximately 505,000 shares of
Preferred Stock. Holders of 175,000 Series B Preferred Stock are entitled to
one thousand votes for each share of Series B Preferred Stock, and Holders of
330,000 Series C Preferred Stock are entitled to four thousand votes for each
share of Series C Preferred Stock, held of record on the record date. By
written consent dated September 12, 2006, the stockholders holding a majority
of the issued and outstanding voting shares of the Company approved the
adoption and implementation of the Amendment, such consent to take effect on
September 25, 2006. Such action is sufficient to satisfy the applicable
requirements of Nevada law that stockholders approve such actions.
Accordingly, stockholders will not be asked to take further action on the
Amendment at any future meeting and the Board of Directors does not intend to
solicit any proxies or consents from any other stockholders in connection
with the Amendment.
Purpose and Effect of Increase in Capital Stock
The authorization of additional Common Stock will provide the Company greater
flexibility in issuing capital stock in connection with any future financing
activities or corporate acquisitions using the Company's capital stock. The
Company has no definitive plans or commitments to issue additional shares of
Common or Preferred Stock.
EFFECTIVENESS OF AMENDMENTS
The Company reserves the right, upon notice to stockholders, to abandon or
modify the proposed Amendment at any time prior to the filing of the
Amendment upon consent of the Board and the holders of a majority of the
existing Common Stock then issued and outstanding.
NUMBER OF HOLDERS OF COMMON STOCK
As of September 12, 2006, there were approximately 3,600 holders of record of
Common Stock.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of September 12, 2006, the beneficial
ownership of the Company's Common Stock (i) by the only persons who are known
by the Company to own beneficially more than 5% of the Company's Common
Stock; (ii) by each director of the Company; and (iii) by all directors and
officers as a group. Percentage ownership assumes all vested options are
fully exercised, and is based on 840,044,922 shares of Common Stock issued
and outstanding as of September 12, 2006.
Name and Address of Beneficial Owner Voting Voting
shares Percentage
William Forhan:
2400 E. Commercial Blvd. # 618; Ft. Lauderdale,
FL 33308 757,025,000 32.4%
David Scott:
2400 E. Commercial Blvd. #618: Ft. Lauderdale,
FL 33308 338,375,750 14.5%
Mercedes Henze:
2400 E. Commercial Blvd. # 618; Ft. Lauderdale,
FL 33308 430,096,562 18.4%
All Officer and Directors as a Group
(all 3 of the above) 1,525,497,312 65.33%
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The number of shares beneficially owned by each director or executive officer
is determined under rules of the Securities and Exchange Commission (the
"Commission"), and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has the sole or
shared voting power or investment power and also any shares that the
individual has the right to acquire within 60 days of the date hereof through
the exercise of any stock option or other right. Unless otherwise indicated,
each person has the sole investment and voting power (or shares such powers
with his or her spouse) with respect to the shares set forth in the table.
VOTE REQUIRED FOR OR APPROVAL
The procedure and requirements to effect an amendment to the articles of
incorporation of a Nevada corporation are set forth in Section 78.390 of the
Nevada Revised Statutes, which provides that proposed amendments must first
be adopted by the Board of Directors and then submitted to stockholders for
their consideration at an annual or a special meeting and must be approved by
a majority of the outstanding voting securities.
Section 78.320 of the Nevada Revised Statutes provides that any action
required to be taken at an annual or a special meeting of the stockholders of
a Nevada corporation may be taken by written consent in lieu of a meeting, if
the consent is signed by stockholders owning at least a majority of the
voting power as determined on the record date.
The Board of Directors of Invicta and stockholders owning and having voting
power in excess of 50% of the outstanding voting securities of Invicta, as of
the record date, have adopted and approved the Amended and Restated Articles
of Incorporation. No further votes are required to effect the action.
MATERIAL INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference: The Company's
annual report on Form 10-KSB for the fiscal year ended December 31, 2005; and
the Company's quarterly reports on Form 10-QSB for the fiscal quarters ended
March 31, 2006 and June 30, 2006.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Information Statement shall
be deemed to be incorporated by reference into this Information Statement and
to be a part hereof from the dates of filing such documents or reports. Any
statement contained herein or in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Information
Statement to the extent that a statement contained herein or in any other
subsequently filed document which is also incorporated or deemed to be
incorporated herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Information Statement.
THIS INFORMATION STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN CERTAIN
EXHIBITS TO DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE) ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO WHOM A COPY OF THIS
INFORMATION STATEMENT HAS BEEN DELIVERED UPON WRITTEN OR ORAL REQUEST, IN THE
CASE OF COMPANY DOCUMENTS, TO WILLIAM FORHAN, CHAIRMAN OF THE BOARD, INVICTA
GROUP, INC., 9553 HARDING AVE. # 301, MIAMI BEACH, FLORIDA 33154, TELEPHONE:
(954) 784-8280.
WHERE YOU CAN FIND MORE INFORMATION
Invicta is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, files reports
and other information with the Securities and Exchange Commission (the
"SEC"). You can read and copy any materials that the Company files with the
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SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C., 20549. You can obtain information about the operation of the SEC's
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a Web-site that contains information the Company files
electronically with the SEC, which you can access over the Internet at
http://www.sec.gov. Copies of these materials may also be obtained by mail
from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C., 20549 at prescribed rates.
OTHER MATTERS
A copy of the proposed Amended and Restated Articles of Incorporation is
enclosed herewith as Exhibit A.
By order of the Board of Directors
Date: September 12, 2006 By: /s/ William Forhan
William G. Forhan, CEO and President
Date: September 12, 2006 By: /s/ David Scott
Richard David Scott, COO
Date: September 12, 2006 By: /s/ Mercedes Henze
Mercedes Henze, Director
EXHIBIT INDEX
Exhibit A Form of Amendment to the Articles of Incorporation of Invicta
Group, Inc.
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Exhibit A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
INVICTA GROUP INC.
FIRST. The name of the corporation is:
Invicta Group Inc.
SECOND. Its registered office in the State of Nevada is located at
3155 E. Patrick Lane, Las Vegas, Nevada 89120. The Corporation may maintain
an office, or offices, in such other place within or without the State of
Nevada as may be from time to time designated by the Board of Directors, or
by the By-Laws of said Corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well
as within the State of Nevada
THIRD. The Corporation was formed to engage in any lawful activity.
FOURTH. The Corporation is authorized to issue the following shares of
capital stock:
(a) Common Stock. The aggregate number of shares of Common Stock which the
Corporation shall have the authority to issue is Five Billion (5,000,000,000)
shares, par value $0.0001 per share.
(i) Holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders and may not
cumulate their votes for the election of directors. Shares of Common Stock
are not redeemable, do not have any conversion or preemptive rights, and are
not subject to further calls or assessments once fully paid.
(ii) Holders of Common Stock will be entitled to share pro rata in
such dividends and other distributions as may be declared from time to time
by the board of Directors out of funds legally available therefore, subject
to any prior rights accruing to any holders of preferred stock of the
Company. Upon liquidation or dissolution of the Company, holders of shares
of Common Stock will be entitled to share proportionally in all assets
available for distribution to such holders.
(b) Preferred Stock. The aggregate number of shares of Preferred Stock
which the Corporation shall have the authority to issue is Fifty Million
(50,000,000) shares, par value $0.0001 per share. The Board of Directors is
expressly authorized at any time and from time to time to provide for the
issuance of shares of Preferred Stock in one or more series, with such voting
powers and with such designations, preferences and relative participating,
optional or other special rights and qualifications, limitations or
restrictions, as shall be fixed and determined in the resolution or
resolutions providing for the issuance thereof adopted by the Board of
Directors, and as are not stated and expressed in this Certificate of
Incorporation or any amendment hereto, including (but without limiting the
generality of the foregoing) the following:
(i) the distinctive designation of such series and the number of
shares which shall constitute such series, which number may be increased (but
not above the total number of authorized shares of Preferred Stock and,
except where otherwise provided by the Board of Directors in creating such
series) or decreased (but not below the number of shares thereof then
outstanding) from time to time by resolution by the Board of Directors;
(ii) the rate of dividends payable on shares of such series, the
times of payment, whether dividends shall be cumulative, the conditions upon
which and the date from which such dividends shall be cumulative;
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(iii) whether shares of such series can be redeemed, the time or
times when, and the price or prices at which shares of such series shall be
redeemable, the redemption price, terms and conditions of redemption, and the
sinking fund provisions, if any, for the purchase or redemption of such
shares;
(iv) the amount payable on shares of such series and the rights of
holders of such shares in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the corporation;
(v) the rights, if any, of the holders of shares of such series to
convert such shares into, or exchange such shares for, shares of Common Stock
or shares of any other class or series of Preferred Stock and the terms and
conditions of such conversion or exchange; and
(vi) the rights, if any, of the holders of shares of such series to
vote.
Except in respect of the relative rights and preferences that may be provided
by the Board of Directors as hereinbefore provided, all shares of Preferred
Stock shall be of equal rank and shall be identical, and each share of a
series shall be identical in all respects with the other shares of the same
series.
FIFTH. The governing board of this corporation shall be known as Board
of Directors, and the number of its members may from time to time be
increased or decreased in such manner as shall be provided by the By-Laws of
this Corporation, providing that the number of directors shall not be reduced
to fewer than one (1).
SIXTH. The capital stock, after the amount of the subscription price,
or par value, has been paid in, shall not be subject to assessment to pay the
debts of the corporation.
SEVENTH. The corporation is to have perpetual existence.
EIGHT. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
Subject to the By-Law, if any, adopted by the Stockholders, to make, alter or
amend the By-laws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one (1)
or more committees, each committee to consist of one or more of the Directors
of the Corporation, which, to the extent provided in the resolution, or in
the By-Laws of the Corporation, shall have and may Exercise the powers of the
Board of Directors in the management of the business and affairs of the
Corporation. Such committee, shall have such name, or names, as may be
stated in the By-Laws of the Corporation, or as may be determined from time
to time by resolution adopted by the Board of directors.
When and as authorized by the affirmative vote of the Stockholders holding
stock entitling them to exercise at least a majority of the voting power
given at a Stockholders meeting called for that purpose, or when authorized
by the written consent of the holders of at least a majority of the voting
stock issued and outstanding, the Board of Directors shall have power and
authority at any meeting to sell, lease or exchange all of the property and
assets of the Corporation, including its good will and its corporate
franchises, upon such terms and conditions as its board of Directors deems
expedient and for the best interests of the Corporation.
NINETH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or
other securities convertible into stock may be issued or disposed of by the
Board of Directors to such persons and on such terms as in its discretion it
shall deem advisable.
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TENTH. No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockholders for damages for breach
of fiduciary duty as a director or officer involving any act or omission of
any such director or officer; provided, however, that the foregoing provision
shall not eliminate or limit the liability of a director
or officer (i ) for acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, or (ii) the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on
the personal liability of a director or officer of the Corporation for acts
or omissions prior to such repeal or modification.
ELEVENTH. This Corporation reserves the right to amend, alter, change
or repeal any provision contained in the Articles of Incorporation, in the
manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.
By order of the Board of Directors, September __, 2006
______________________________
William Forhan, CEO
______________________________
David Scott, COO
______________________________
Mercedes Henze, Director
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