UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 14C
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 14c-5(g)(2))
[X ] Definitive Information Statement
ALLSTATES WORLDCARGO, INC.
(Name of Registrant as Specified in its Charter)
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[ ] Check box if any part of the fee is offset as
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Allstates WorldCargo, Inc.
4 Lakeside Drive South
Forked River, New Jersey 08731
Dear Shareholders:
The purpose of this letter and the accompanying Information
Statement is to inform you of the approval of certain
corporate actions by the holders of a majority of the issued
and outstanding shares stock of Allstates WorldCargo, Inc.
(the "Company") by Written Consent in Lieu of a Special
Meeting of the Stockholders of Allstates WorldCargo, Inc.
(the "Written Consent"). The Written Consent approved
certain amendments to the Company's By-Laws, which
amendments are described in detail in the accompanying
Information Statement.
Briefly stated, the Written Consent approved an amendment to
the Company's By-Laws to provide that the Board of Directors
shall consist of not less than one nor more than ten
directors, and that the precise number of Directors within
that range shall be fixed by the Board of Directors each
year before the annual meeting of shareholders. The
amendment also provides that the Board of Directors
immediately following the adoption of the By-Law shall
consist of four directors.
The Written Consent also approved an amendment to the
Company's By-Laws to provide that vacancies in the Board of
Directors shall be filled by an affirmative vote of a
majority of the remaining Directors. A person so appointed
shall hold office until a successor is elected and
qualified at the next annual meeting of shareholders.
The Written Consent also approved a resolution providing
that Charles F. Starkey, Alan E. Meyer, and Joseph Buckelew
are removed from the Company's Board of Directors.
Finally, the Written Consent approved a resolution providing
that the By-Laws of the Company, as amended, have been
adopted by the shareholders, and may not be amended or
repealed by the Board of Directors.
Pursuant to the applicable provisions of the Securities
Exchange Act of 1934, as amended, the actions approved in
the Written Consent will not be effective until twenty days
after the date this Information Statement is mailed to the
shareholders.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY. Your consent to the aforementioned
actions is not required and is not being solicited. This
notice and the accompanying Information Statement is being
furnished to you for informational purposes only. Please
read the accompanying Information Statement carefully.
ALLSTATES WORLDCARGO, INC.
By:_____________________________
Sam DiGiralomo
Title: President/C.E.O.
Dated: September 12, 2006
ALLSTATES WORLDCARGO, INC.
4 Lakeside Drive South
Forked River, New Jersey 08731
_________________________________
INFORMATION STATEMENT
Dated September 12, 2006
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
INTRODUCTION
This Information Statement has been filed with the
Securities and Exchange Commission (the "SEC") and is being
mailed on or about September 12, 2006 to the shareholders
of record of Allstates WorldCargo, Inc. (the "Company") as
of August 9, 2006 (the "Record Date."). This Information
Statement is being sent to you for informational purposes
only. No action is requested or required on your part.
The Information Statement is being sent to shareholders of
the Company to comply with the requirements of Section 14(c)
of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") and to provide information to all
shareholders in connection with the approval of certain
corporate actions by certain shareholders collectively
owning 72.47 percent of the Company's outstanding shares of
common stock as of the Record Date, by written consent in
lieu of a special meeting of shareholders.
By written consent (the "Written Consent"), the holders of a
majority of the shares of the Company's outstanding common
stock adopted a resolution amending the Company's Bylaws.
The resolution also approved the removal of Charles F.
Starkey, Alan E. Meyer, and Joseph Buckelew from the
Company's Board of Directors. Finally, the resolution
provided that the By-Laws, as amended, have been adopted by
the Shareholders' and may not be amended or repealed by the
Board of Directors. The amendments to the By-Laws, and the
resolution removing Messrs. Starkey, Meyer, and Buckelew
from the Board of Directors, are described below. Such
action by the Written Consent constitutes the approval and
consent of shareholders representing a sufficient percentage
of the total outstanding shares to approve these actions.
Accordingly, the actions will not be submitted to the other
shareholders of the Company for a vote, and no proxies are
being solicited with this Information Statement. The
actions approved the Written Consent will be effective the
20th day after the date this Information Statement is first
mailed to the shareholders.
The Company will pay all costs associated with the
distribution of this Information Statement, including the
costs of printing and mailing. We will reimburse brokerage
firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending this
Information Statement to the beneficial owners of our common
stock.
The Company fixed the close of business on August 9, 2006 as
the record date for determining the shareholders entitled to
receive this Information Statement pertaining to this action
by Written Consent. As of the record date (and as of August
2, 2006, the date on which the Company received the Written
Consent), there were 32,509,872 common shares outstanding.
Each common share held as of those dates was entitled to one
vote per share. The Company has no other voting securities
outstanding. The corporate actions approved by the Written
Consent required approval of a simple majority of the votes.
Briefly stated, the Written Consent approved an amendment to
the Company's By-Laws to provide that the Board of Directors
shall consist of not less than one nor more than ten
directors, and that the precise number of Directors within
that range shall be fixed by the Board of Directors each
year before the annual meeting of shareholders. The
amendment also provides that the Board of Directors
immediately following the adoption of the By-Law shall
consist of four directors.
The Written Consent also approved an amendment to the
Company's By-Laws to provide that vacancies in the Board of
Directors shall be filled by an affirmative vote of a
majority of the remaining Directors. A person so appointed
shall hold office until a successor is elected and
qualified at the next annual meeting of shareholders.
The Written Consent also approved a resolution providing
that Charles F. Starkey, Alan E. Meyer, and Joseph Buckelew
are removed from the Company's Board of Directors.
BACKGROUND
As previously reported, pursuant to the Settlement
Agreement that resolved the litigation that was commenced in
October 2004 by the Company's majority shareholder (the
"Shareholder Litigation"), the By-Laws of the Company were
amended to provide that the Board of Directors shall consist
of seven members. The number of directors prior to the
amendment was four. Also pursuant to the Settlement
Agreement, Charles F. Starkey, Alan E. Meyer, and Joseph
Buckelew were appointed to fill the vacancies on the Board
of Directors created by the expansion of its size. The By-
Laws were also amended, pursuant to the Settlement
Agreement, to provide for the manner in which vacancies in
the Board of Directors were to be filled. The Settlement
Agreement also required the parties to nominate and vote
for, as Directors, Messrs. Buckelew, Starkey, and Meyer (or
their duly appointed successors) at future meetings of the
Company's shareholders at which directors are to be chosen.
On August 2, 2006, the Company received a Written Consent in
Lieu of a Special Meeting of the Stockholders of Allstates
WorldCargo, Inc. (the "Written Consent"), signed by the
Messrs. Guido, DiGiralomo, Theile, and Stratton, all of whom
constitute the holders of a majority of the issued and
outstanding shares of stock of the Company, and the parties
to the Settlement Agreement. The effect of the Written
Consent was to modify the Settlement Agreement by (1)
relieving the parties of the obligation to nominate and vote
for Messrs. Buckelew, Starkey, and Meyer (or their duly
appointed successors) as Directors, (2) removing Messrs.
Buckelew, Starkey, and Meyer from the Board of Directors,
(3) amending Section 3.02 of the By- Laws to provide that
the Board of Directors shall consist of not less than one
and not more than ten directors, with the precise number of
directors within that range to be set by the Board each year
before the annual meeting of shareholders, and with the
number of directors immediately following the adoption of
the amended Section 3.02 being four, and (4) amending
Sections 3.12(b) and 3.12(c) to provide that vacancies in
the Board shall be filled by an affirmative vote of the
remaining Board.
The Written Consent also provided that the By-Laws, as
amended, have been adopted by the Shareholders, and may not
be amended or repealed by the Board of Directors.
DISSENTERS' RIGHTS
Under the New Jersey Business Corporation Law, the Company's
shareholders are not entitled to dissent and obtain payment
of the fair value of their shares in connection with the
amendment of the Bylaws.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information concerning the
beneficial ownership of the Company's shares of common stock
as of August 9, 2006 by each person the Company has reason
to believe to be the beneficial owner of 5% or more of our
outstanding shares of common stock, each of our current
directors, each of our current executive officers and all of
our directors and executive officers as a group.
Beneficial ownership is determined under the rules of the
Securities and Exchange Commission ("SEC") and generally
includes voting or investment power over securities. Except
as indicated in the footnotes to this table, the Company
believes that each shareholder identified in the table
possesses sole voting and investment power over all shares
of common stock shown as beneficially owned by the
stockholder.
Percentage of beneficial ownership is based on 32,509,872
shares of common stock outstanding on August 9, 2006.
Name and Address of Amount and Nature Percentage of
Beneficial of Class
Owner Beneficial
Ownership
Joseph M. Guido 19,010,000 58.47%
Director/Chairman
Emeritus
4 Lakeside Drive
South
Forked River, NJ
08731
Sam DiGiralomo 3,850,000 11.84%
Director/President/
CEO
7 Doig Road, Ste. 3
Wayne, NJ 07470
Barton C. Theile 500,000 1.54%
Director/Executive
VP/COO
4 Lakeside Drive
South
Forked River, NJ
08731
Craig D. Stratton 200,000 0.62%
Director/Secretary/
CFO
4 Lakeside Drive
South
Forked River, NJ
08731
Charles F. Starkey ---- ----
Director
1593 Route 88 West
Brick, NJ 08724
Joseph Buckelew ---- ----
231 Main Street
Director
Toms River, NJ
08754
Alan E. Meyer ---- ----
Director
512 Main Street
Toms River, NJ
08754
All Current 23,560,000 72.47%
Officers
and Directors as
a Group
THE BYLAW AMENDMENTS BY THE SHAREHOLDER
The Written Consent approved a resolution amending the
Company's By-Laws as described hereinbelow.
Section 3.02
Section 3.02 of the By-Laws of the Company was amended to
read as follows:
3.02 The Board of Directors shall consist of not
less than one nor more than ten directors. The
precise number of Directors within this range
shall be fixed by the Board of Directors each year
before the annual meeting of shareholders. The
Board of Directors immediately following the
adoption of this bylaw shall consist of four
directors.
Prior to the amendment described herein, Section 3.02 of the
By-Laws provided:
3.02 The Board of Directors shall consist of seven
directors.
Section 3.12(b)
Section 3.12(b) of the By-Laws of the Company was amended to
read as follows:
3.12 (b) Vacancies in the Board of Directors
existing for any reason, including vacancies
arising as a result of an increase in the number
of Directors, may be filled by the affirmative
vote of a majority of the remaining Directors then
in office, even if their number is insufficient to
constitute a quorum, or by a sole remaining
Director. A Director so appointed to fill a
vacancy shall hold office until a successor is
elected and qualified at the next annual or
special meeting of the shareholders.
Prior to the amendment described herein, Section 3.12(b) of
the By-Laws provided:
3.12 (b) Vacancies in the Board of Directors
existing for any reason, including vacancies
arising as a result of an increase in the number
of Directors, shall be filled by the affirmative
vote of a majority of the remaining Directors then
in office, even if their number is insufficient to
constitute a quorum, or by a sole remaining
Director, except that upon the increase in the
number of Directors from four to seven members,
following the effective date of these Amended and
Restated Bylaws, the Honorable James D. Clyne,
Superior Court of New Jersey, Ocean County, shall
appoint three individuals to fill the resulting
vacancies. In the event of a deadlock, or a three-
to-three vote, with respect to filling any
vacancy, an independent arbitrator appointed by
the remaining Directors shall select the person to
fill the vacancy or vacancies. A Director so
appointed to fill a vacancy shall hold office
until a successor is elected and qualified at the
next annual meeting of the shareholders, and in
accordance with the Settlement Agreement as set
forth in the Court Order for Judgment entitled
"Joseph M. Guido v. Allstates WorldCargo, Inc.,"
Docket No. OSC-C-028-05. This By-Law shall be
deemed to have been adopted by the shareholders,
and cannot be altered or repealed by the Board of
Directors.
Section 3.12(c)
Section 3.12(c) of the By-Laws of the Company was amended to
read as follows:
3.12 (c) If a Director resigns from the Board
effective at some future date, the future vacancy
shall be filled by the affirmative vote of a
majority of the Directors then in office,
including the Director who has resigned, even if
their number is insufficient to constitute a
quorum. The term of the newly elected Director
will begin when the resignation becomes effective.
A Director so elected to fill a future vacancy
shall hold office from the effective date of the
predecessor's resignation until a successor is
elected and qualified at the next annual or
special meeting of the shareholders.
Prior to the amendment described herein, Section 3.12(c) of
the By-Laws provided:
3.12 (c) If a Director resigns from the Board
effective at some future date, the future vacancy
shall be filled by the affirmative vote of a
majority of the Directors then in office,
including the Director who has resigned, even if
their number is insufficient to constitute a
quorum. In the event of a deadlock, or a three-to-
three vote, with respect to filling any vacancy,
an independent arbitrator appointed by the
remaining Directors shall select the person to
fill the vacancy or vacancies. The term of the
newly elected or appointed Director will begin
when the resignation becomes effective. A
Director so appointed to fill a vacancy shall hold
office until a successor is elected and qualified
at the next annual meeting of the shareholders,
and in accordance with the Settlement Agreement as
set forth in the Court Order for Judgment entitled
"Joseph M. Guido v. Allstates WorldCargo, Inc.,"
Docket No. OSC-C-028-05. This By-Law shall be
deemed to have been adopted by the shareholders,
and cannot be altered or repealed by the Board of
Directors.
The Written Consent also approved a resolution providing
that the By-Laws, as amended, have been adopted by the
shareholder, and cannot be altered or repealed by the Board
of Directors.
THE REMOVAL OF DIRECTORS
The Written Consent also approved a resolution removing
Charles F. Starkey, Alan E. Meyer, and Joseph Buckelew from
the Company's Board of Directors. The Written Consent did
not provide that the removal was "for cause," and no finding
of such cause is required.
THE REASONS FOR, AND GENERAL EFFECT OF, THE AMENDMENTS
AND REMOVAL OF DIRECTORS
As previously reported, the parties to the Shareholder
Litigation (whom collectively owned 72.47 percent of the
outstanding stock of the Company) had agreed to settle that
litigation by, among other things, expanding the size of the
Company's Board of Directors from four to seven, and by
appointing Charles F. Starkey, Alan E. Meyer, and Joseph
Buckelew to fill the vacancies created by the expansion of
the Board. Also pursuant to the Settlement Agreement, the
had parties amended the Company's By-Laws to provide that in
the event of future vacancies on the Board of Directors, and
a deadlock or a three-to-three vote among the remaining
directors as to whom should fill those vacancies, an
independent arbitrator appointed by the remaining directors
would select the person to fill the vacancy or vacancies.
Subsequently, the parties to the Shareholder Litigation
decided among themselves that it was no longer in the best
interest of the Company to have a seven-member Board of
Directors. Accordingly, they agreed among themselves to
approve the corporate actions described herein, which have
the effect of modifying the Settlement Agreement so that the
structure of the Board of Directors, and the method by which
vacancies on the Board of Directors are filled, revert back
to the structure and method that existed prior to the
Shareholder Litigation.
INTEREST OF CERTAIN PERSON IN MATTERS TO BE ACTED UPON
The security holdings of the Company's directors and
executive officers are listed above in the section entitled
"Security Ownership of Certain Beneficial Owners and
Management." Except as disclosed above, none of the
following persons has any substantial interest, direct or
indirect, by security holdings or otherwise, in any matter
to be acted upon:
(i) Any director or officer since the beginning of
the Company's last fiscal year;
(ii) Any proposed nominee for election as a director;
or
(iii) Any associate or affiliate of any of the
foregoing persons.
ALLSTATES WORLDCARGO, INC.
By:_____________________________
Sam DiGiralomo
Title: President/C.E.O.
Dated: September 12, 2006