UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
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
NT Holdings, Inc.
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(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14C-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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.
1) Amount previously paid: _________________________________
2) Form, Schedule or Registration Statement No.: _________________
3) Filing Party: ___________________________________________
4) Date Filed: ___________________________________________
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NT Holding Corp.
150 Research Drive
Hampton, VA 23666
INFORMATION STATEMENT
Pursuant To Section 14(c) of Securities and Exchange Act Of 1934
Approximate Date of Mailing: May 20, 2008
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This information Statement is being furnished by the Board of Directors of NT
Holding Corp. (the "Company") to the stockholders of record of the Company's
common stock at the close of business on May 20, 2008 (the "Record Date"), and
is being sent to you to inform you of action which has been approved by the
holders of at least a majority of the voting power of the Company outstanding on
the Record Date, by written consents without holding a meeting of stockholders.
By such written consents, such stockholders approved the following action:
1. To change the name of the Company to HST Global, Inc. (the "Amendment");
and
2. To effect a 1 for 25 reverse stock split of both the common stock and
Series A Preferred Stock.
Our Board of Directors unanimously adopted and approved the proposal, and on May
7, 2008, we received the written consent, in lieu of a meeting of stockholders,
from the holders of a majority of the outstanding shares of Common Stock. No
other votes were required to adopt the Amendment and none are being solicited
hereunder. A copy of the Certificate of Amendment to the Articles of
Incorporation is attached hereto as Exhibit "A".
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This Information Statement is first being mailed or furnished to stockholders on
or about May 20, 2008, and the Amendment described herein will not become
effective until at least twenty (20) calendar days thereafter. We will pay all
costs associated with the preparation and distribution of this Information
Statement, including all mailing and printing expenses.
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NO VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS IS SOLICITED IN CONNECTION WITH
THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
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OUTSTANDING SECURITIES AND VOTING RIGHTS
As of May 7, 2008, the Company had authorized: (1) one hundred million
(100,000,000) shares of common stock, $0.001 par value, 91,839,203 of which were
issued and outstanding, and (2) five million (5,000,000) shares of preferred
stock, $0.001 par value, of which 1,000,000 shares have been designated as
Series A Preferred Stock and are issued and outstanding.
Each holder of Common Stock is entitled to one vote for each share of Common
Stock held on all matters submitted to a vote of Stockholders. However, under
Nevada law, any action that may be taken at any stockholders' meeting may be
taken by written consent of the requisite number of stockholders required to
take such action. The Amendment requires the affirmative vote or written
consent of the holders of a majority of the Company's outstanding common stock.
Each share of Series A Preferred Stock is convertible into 405 shares of common
stock, and has voting, distribution, and liquidation rights equal to 405 shares
of common stock for each share of Series A Preferred Stock held.
STOCKHOLDERS' RIGHTS
The elimination of the need for a special meeting of the stockholders to approve
the actions proposed and discussed in this Information Statement is authorized
by Section 78.320(2) of the Nevada Revised Statutes (the "NRS"). This section
provides that any action required or permitted to be taken at a meeting of
stockholders of a corporation may be taken without a meeting, before or after
the action, if a written consent thereto is signed by the stockholders holding
at least a majority of the voting power.
In order to eliminate the costs and management time involved in holding a
special meeting and in order to effectuate the proposed resolutions as early as
possible in order to accomplish the purposes of the Company, the Company chose
to obtain the written consent of its stockholders holding a majority of the
Company's voting power.
The action described in this Information Statement cannot be taken until at
least 20 days after this Information Statement has been first mailed to the
Company's stockholders.
NO DISSENTERS' RIGHTS
The NRS does not provide for dissenter's rights in connection with any of the
actions proposed in this Information Statement.
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THE AMENDMENTS
GENERAL
The Board has approved, and the stockholders owning a majority of the shares
entitled to vote on matters submitted to the stockholders have consented in
writing to amend the Company's Articles of Incorporation to change the name of
the Company to HST Global, Inc., and effecting a 1 for 25 reverse stock split of
both the common stock and Series A Preferred Stock.
A copy of the Articles of Amendment effecting the change in authorized shares of
Common Stock and the name change, in substantially the form to be filed with the
Secretary of State of Nevada, is attached to this Information Statement as
Exhibit "A". The stockholders owning a majority of the issued and outstanding
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shares of the Common Stock have consented to the increase in authorized shares
of Common Stock, which will become effective on June 9, 2008 (the "Effective
Date").
The Company has taken all action required under Nevada law to approve the
Amendment; however, since stockholder approval of the Amendment was obtained by
written consent rather than at a stockholders' meeting, Nevada law requires that
notice be sent to all non-consenting stockholders notifying them of the actions
taken not more than 30 days after the effective date of the consent and the
Exchange Act will not permit such filing until the expiration of 20 calendar
days from the date hereof. The Articles of Amendment filed with the Nevada
Secretary of State will not become effective until the Effective Date, after the
expiration of the 20-calendar day period.
STOCKHOLDER APPROVAL PREVIOUSLY OBTAINED
As of May 7, 2008, the Company had 91,839,203 issued and outstanding shares of
Common Stock, and 1,000,000 issued and outstanding shares of Series A Preferred
Stock. Each holder of Common Stock is entitled to one vote for each share of
Common Stock held on all matters submitted to a vote of stockholders. Each
holder of preferred stock is entitled to 405 votes on all matters submitted to a
vote of stockholders.
By written consent dated May 7, 2008 the stockholders owning 66,000,000 shares
of Common Stock and 1,000,000 shares of Series A Preferred Stock approved the
adoption and implementation of the Amendment. 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
The Company has changed its name to better reflect the ongoing business of the
Company.
The reverse split will provide the Company with the ability to issue capital
stock in connection with any future financing activities or acquisitions using
the Company's capital stock.
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Having a substantial number of authorized but unissued shares of common stock
that are not reserved for specific purposes will allow us to take prompt action
with respect to corporate opportunities that develop, without the delay and
expense of convening an annual meeting of shareholders for the purpose of
approving an increase in the Company's capitalization. The issuance of
additional shares of common stock may, depending upon the circumstances under
which such shares are issued, reduce shareholders' equity per share and may
reduce the percentage ownership of common stock by existing shareholders. It is
not the present intention of the Board of Directors to seek shareholder approval
prior to any issuance of shares of common stock that would become authorized by
the amendment unless otherwise required by law or regulation.
The reverse split under the amendment could be used by its Board of Directors to
make more difficult, and thereby discourage, delay or prevent, an attempt to
acquire control of the Company. For example, the shares could be privately
placed with purchasers who might support the Company's Board of Directors in
opposing a hostile takeover bid. The issuance of new shares also could be used
to dilute the stock ownership and voting power of a third party seeking to
remove directors, replace incumbent directors, accomplish certain business
combinations or alter, amend or repeal provisions of the Company's articles of
incorporation or bylaws. To the extent that it impedes any such attempts, the
issuance of shares following the adoption of the amendment may serve to
perpetuate existing management. While the amendment may have potential
antitakeover effects, it is not prompted by any specific effort or takeover
threat currently perceived by the Company's Board of Directors or management.
Although under Nevada law our Board of Directors is required to make any
determination to issue such stock based on its judgment as to the best interests
of its shareholders, its Board of Directors could act in a manner that would
discourage an acquisition attempt or other transaction that some, or a majority,
of its shareholders might believe to be in their best interests or in which
shareholders might receive a premium for their stock over the then market price
of such stock.
EFFECTIVENESS OF AMENDMENT
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 stock
entitled to vote on matters submitted to the stockholders.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise,
resulting from the matters described herein, which is not shared by all other
stockholders pro-rata, and in accordance with their respective interests.
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SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth information with respect to beneficial ownership
of the Company's outstanding Common Stock as of May 19, 2008 by: (1) each person
known by the Company to beneficially own more than 5% of the outstanding Common
Stock, (2) each of the Company's named executive officers, (3) each of the
Company's directors, and (4) all of the Company's executive officers and
directors as a group.
Beneficial ownership is determined in accordance with the rules of the SEC.
Except as otherwise noted, (1) the persons or entities named have sole voting
and investment power with respect to all shares shown as beneficially owned by
them and (2) the address of each person listed in the following table (unless
otherwise noted) is c/o NT Holding Corp., 1325 Airmotive #175, Reno, NV 89502.
The number of shares of Common Stock outstanding used in calculating the
percentage for each listed person includes the shares of Common Stock underlying
options held by such persons that are exercisable within 60 days of May 19,
2008, but excludes shares of Common Stock underlying options held by any other
person. The number of shares outstanding as of May 19, 2008 was 95,839,203
shares of Common Stock and 1,000,000 shares of Series A Preferred Stock. Except
as noted otherwise, the amounts reflected below are based upon information
provided to the Company and filings with the SEC.
Percentage
Name and Address Number of Shares Class of Class
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Ronald R. Howell 0(2) Common 0%
150 Research Dr.
Hampton, VA 23666
Wesley D. Tate 0 Common 0%
150 Research Dr.
Hampton, VA 23665
Eric Clemons 0(3) Common 0%
425 Merrimac Way
Costa Mesa, CA 92626
Health Source Technologies, Inc. 66,000,000(1) Common 69.2%
150 Research Dr. 1,000,000 Series A 100%
Hampton, VA 23666 Preferred
All Directors and Executive 0(2) Common 0%
Officers as a Group (2 persons)
(1) Following the effective date of the Amendment, Health Source Technologies,
Inc. will distribute all of its shares to its shareholders and certain
consultants.
(2) Following the distribution, assuming all shares of Series A Preferred Stock
are converted into Common Stock, Mr. Howell will beneficially own 8,917,600
shares, representing 44.5% of the Common Stock. 7,912,800 will be held
personally, and 1,004,800 will be held by The Health Network, Inc., of
which he is President.
(3) Following the distribution, assuming all shares of Series A Preferred Stock
are converted into Common Stock, Mr. Clemons will own 8,072,800 shares,
representing 40.3% of the Common Stock.
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OTHER ACTION
No other action was taken or authorized by the stockholders' written consent to
corporate action to which this Information Statement pertains.
COSTS OF INFORMATION STATEMENT
This Information Statement has been prepared by the Company and its Board of
Directors. The Company will bear the costs of distributing this Information
Statement to stockholders, including the expense of preparing, assembling,
printing and mailing the Information Statement. Although there is no formal
agreement to do so, the Company may reimburse attorneys, banks, brokerage houses
and other custodians, nominees and fiduciaries for their reasonable expenses in
forwarding this Information Statement and related materials to stockholders.
The Company may pay for and use the services of other individuals or companies
not regularly employed by the Company in connection with the distribution of
this Information Statement if the Board of Directors of the Company determines
that this is advisable.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Ronald R. Howell
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Ronald R. Howell, President
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EXHIBIT "A"
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
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Certificate of Amendment
(Pursuant to NRS 78.385 and 78.390)
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Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporation
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation:
NT Holding Corp.
2. The articles have been amended as follows (provide article numbers, if
available):
Article FIRST of the Certificate of Incorporation filed with the
Office of the Secretary of State of Nevada is hereby amended to read as
follows:
" FIRST. The name of the Corporation is Health Source Technologies,
Inc."
Article FOURTH of the Certificate of Incorporation filed with the
Office of the Secretary of State of Nevada is hereby amended by inserting
the following sentence after the last sentence of the article:
"Effective June 9, the shares of common stock and the shares of Series
A Preferred Stock shall be subject to a 1 for 25 reverse stock split."
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: a majority of those
authorized -------------------
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4. Effective date of filing (optional): June 9, 2008
5. Officer signature (required): /s/ Ronald R. Howell
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*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of the shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the
proper fees may cause this filing to be rejected.
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