SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
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
[ ] Definitive Information Statement Commission only
Centale, Inc.
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(Name of Registrant as Specified In Its Charter)
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CENTALE, INC.
6700 North Andrews Ave., Suite 605
Fort Lauderdale, FL 33309
INFORMATION STATEMENT
To the Stockholders:
The purpose of this Information Statement is to notify you that the
holders of shares representing a majority of the common stock of
Centale, Inc. have given their written consent to a resolution adopted
by the Board of Directors of Centale to amend the certificate of
incorporation of Centale to increase the authorized common stock from
25,000,000 common shares to 250,000,000 common shares; and to increase
the authorized preferred stock from 5,000,000 preferred shares to
10,000,000 preferred shares.
We anticipate that this Information Statement will be mailed to
shareholders on October 26, 2005. On or after November 15, 2005, the
amendment to the certificate of incorporation will be filed with the
New York Department of State and become effective.
New York's Business Corporation Law permits holders of a majority of
the voting power to take shareholder action by written consent, if the
issuer's certificate of incorporation authorizes such action. Centale's
certificate of incorporation authorizes shareholder action by majority
consent. Accordingly, Centale will not hold a meeting of its share-
holders to consider or vote upon the amendment of Centale's certificate
of incorporation.
WE ARE NOT ASKING YOU FOR A PROXY.
YOU ARE REQUESTED NOT TO SEND US A PROXY.
October 26, 2005 Patrick T. Parker, Chief Executive Officer
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
We determined the shareholders of record for purposes of this share-
holder action at the close of business on June 23, 2005 (the "Record
Date"). On the Record Date, the authorized voting stock consisted of
25,000,000 shares of common stock, par value $0.01 per share, each of
which is entitled to one vote. On the Record Date, there were
17,556,000 shares of common stock issued, outstanding and entitled to
vote.
The following table sets forth the number of shares of common stock
beneficially owned by each person who, as of the Record Date, owned
beneficially more than 5% of Centale's voting stock, as well as the
ownership of such shares by our Chief Executive Officer, Patrick T.
Parker, and by each member of Centale's Board of Directors. It also
sets forth the shares beneficially owned by Centale's officers and
directors as a group.
Name and Address of Amount and Nature of Percent
Beneficial Owner(1) Beneficial Ownership of Class
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Patrick T, Parker 5,193,000 (2) 29.6%
Juan C. Ferreira 1,123,000 6.4%
Jack Dhariwal 200,000 (3) 1.1%
Jon DeYoung 1,207,000 6.9%
Daniel Robbie 298,400 1.7%
Kenneth Keller 879,250 (4) 5.0%
Bruce Gray 175,000 (5) 1.0%
All officers and directors
as a group (8 persons) 9,275,000 52.8%
Donna Wier 1,730,000 (6) 9.9%
1699 Sweet Road
East Aurora, NY 14052
Jan & Beverly Fisher 1,150,000 6.6%
15 Bannock Court
Suffern, NY 10901
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(1) The address of each shareholder, unless otherwise noted, is c/o
Centale, Inc. 6700 N. Andrews Ave., Suite 605, Ft. Lauderdale FL 33309.
(2) Includes 60,000 shares owned by Mr. Parker's spouse and 5,000 shares
owned by his daughter.
(3) Includes 200,000 shares owned by Netsmartz LLC, of which Mr. Dhariwal
is a member.
(4) Includes 45,000 shares owned by Mr. Keller's minor sons.
(5) Includes 125,000 shares owned by Mr. Gray's spouse.
(6) Includes 289,800 shares owned by Ms. Wier's minor children or by Ms.
Wier as custodian for her minor children.
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK
The Board of Directors of Centale has unanimously adopted a resolution
to increase from 25,000,000 to 250,000,000 the number of shares of
Common Stock authorized by the Certificate of Incorporation. The
holders of shares representing a majority of Centale's outstanding
voting stock have given their written consent to the resolution. We
will file the Amendment with the Department of State of New York on or
after November 15, 2005, and it will become effective on the date of
such filing (the "Effective Date").
The primary purposes of the increase in authorized common stock are
(a) to enable Centale to enter into arrangements for the sale of its
equity that are needed in order to fund the implementation of its
business plan, (b) to enable Centale to engage in corporate acquisitions
and joint ventures, and (c) to enable Centale to offer equity incentives
to candidates for positions in management. Centale has not to date
entered into any agreement to issue the additional shares, and is not at
this time engaged in negotiation of any acquisition or joint venture in
which the shares would be used.
After the Effective Date, the Board of Directors will be authorized to
issue the additional 225,000,000 shares of Common Stock without having to
obtain the approval of Centale's shareholders. New York law requires
that the Board use its reasonable business judgment to assure that
Centale obtains "fair value" when it issues shares. Nevertheless, the
issuance of the additional shares would dilute the proportionate interest
of current shareholders in Centale. The issuance of the additional shares
could also result in the dilution of the value of common shares now
outstanding, if the terms on which the shares were issued were less
favorable than the current market value of Centale Common Stock.
The amendment of the Certificate of Incorporation to increase the
authorized Common Stock is not being done for the purpose of impeding
any takeover attempt, and Management is not aware of any person who is
acquiring or plans to acquire control of Centale. Nevertheless, the
power of the Board of Directors to provide for the issuance of shares
without shareholder approval has potential utility as a device to
discourage or impede a takeover of Centale. In the event that a non-
negotiated takeover were attempted, the private placement of stock into
"friendly" hands, for example, could make Centale unattractive to the
party seeking control of Centale. This would have a detrimental effect on
the interests of any stockholder who wanted to tender his or her shares
to the party seeking control or who would favor a change in control.
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED PREFERRED STOCK
The Board of Directors of Centale has unanimously adopted a resolution
to increase from 5,000,000 to 10,000,000 the number of shares of
Preferred Stock authorized by the Certificate of Incorporation. The
authorized preferred shares are "blank check" shares, meaning that the
Board of Directors has the authority to determine the rights,
preferences and limitations associated with the shares, without having
to seek a vote of shareholders. The holders of shares representing a
majority of Centale's outstanding voting stock have given their written
consent to the resolution. We will file the Amendment with the
Department of State of New York on or after November 15, 2005, and it
will become effective on the date of such filing (the "Effective Date").
The primary purposes of the increase in authorized preferred stock are
(a) to enable Centale to enter into arrangements for the sale of its
equity that are needed in order to fund the implementation of its
business plan, and (b) to enable Centale to engage in corporate
acquisitions and joint ventures. Centale has not to date entered into
any agreement to issue the additional shares, and is not at this time
engaged in negotiation of any acquisition or joint venture in which the
shares would be used.
After the Effective Date, the Board of Directors will be authorized to
issue 10,000,000 shares of Preferred Stock without having to obtain
the approval of Centale's shareholders. The Board has the authority
under Centale's Certificate of Incorporation to provide for the issuance
of its Preferred Stock in one or more series, and to establish the number
of shares in each series and the designations, relative rights, preferences
and limitations of the shares in each series. New York law requires that
the Board use its reasonable business judgment in determining the rights
and preferences of the Preferred Stock, as well as the price of the shares.
Nevertheless, preferred stock typically has certain rights and preferences
greater than those associated with common stock. Therefore, the issuance
of the Preferred Stock by Centale could result in the dilution of the value
of common shares now outstanding, if the rights and preferences associated
with the Preferred Stock were more favorable to the holders of the
Preferred Stock than the rights and preferences associated with Centale
common stock.
The amendment of the Certificate of Incorporation to increase the
authorized Preferred Stock is not being done for the purpose of impeding
any takeover attempt, and Management is not aware of any person who is
acquiring or plans to acquire control of Centale. Nevertheless, the power
of the Board of Directors to provide for the issuance of shares having
rights and preferences to be determined by the Board without shareholder
approval has potential utility as a device to discourage or impede a
takeover of Centale. In the event that a non-negotiated takeover were
attempted, the private placement of preferred stock into "friendly" hands,
or the issuance of preferred stock upon terms very favorable to the
preferred shareholder, for example, could make Centale unattractive to
the party seeking control of Centale. This would have a detrimental effect
on the interests of any stockholder who wanted to tender his or her shares
to the party seeking control or who would favor a change in control.
No Dissenters Rights
Under New York law, shareholders are not entitled to dissenters' rights
with respect to the transactions described in this Information Statement.
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