SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Amended Preliminary Information Statement
[ ] Confidential, for Use of the
the Commission Only (as permitted
by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
TNT Designs, Inc.
- ---------------------------------------------------------------------------
(Name of Registrant as Specified In 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:
N/A
2) Aggregate number of securities to which transaction applies: N/A
3) Per Unit price or other underlying value of
transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how
it was determined): N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the 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:__________________________________N/A________
2) Form, Schedule or Registration Statement No.:_________________N/A________
3) Filing Party:___________________________________________N/A________
4) Date Filed:____________________________________________N/A________
TNT Designs, Inc,
300 Center Avenue Suite 202
Bay City MI 48708
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER ______, 2009
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of TNT
Designs, Inc. ("TNT" or the "Company"), will be held on September _____, 2009
at 10:00 a.m. at 300 Center Ave. Ste. 202, Bay City, MI 48708, for the
following purposes:
1. To elect a Board of two( 2 ) Directors, to serve until their respective
successors shall be elected and shall qualify;
2. To ratify a change in the Company's fiscal year end from September 30 to
December 31;
3. To ratify the selection of independent public accountants;
4. To consider and ratify a proposal to effectuate a migratory merger (the
"Merger") of the Company from Delaware to Nevada thereby re-domiciling
the Company from the state of Delaware to Nevada;
5. Subject to proposal 4, to ratify an increase the authorized capital stock
of the Company from 30,000,000 shares of common stock par value $0.0001
to 500,000,000 shares of which 400,000,000 shares shall be common shares
with a par value of $0.0001 per share and 100,000,000 shall be preferred
shares, of which the preferred stock to be authorized will have multiple
classes of preferred stock. Series 1, Class P-1 shall have 25,000,000
shares authorized with a par value of $8.75 per share. Series 1 shall
have 1:100 voting rights and shall be convertible to common at the
discretion of the shareholder at a rate of 1:1.25. Series 2, Class P-2
shall have 75,000,000 shares authorized with a par value of $7.00 per
share. Series 2 shall have 1:1 voting rights and shall be convertible to
common at the discretion of the shareholder at a rate of 1:1;
6. Subject to proposal 4, to change the name of the Company from "TNT
Designs, Inc." to "Trim Holding Group;"
7. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof;
Pursuant to the By-Laws, the Board of Directors has fixed the close of
business on August 7, 2009, as the record date for the determination of
Stockholders entitled to notice of and to vote at the Meeting. The transfer
books of the Company will not be closed.
So far as Management is, at present, aware, no business will come before
the Annual Meeting other than the matters as set forth above.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTING NOT TO SEND A PROXY.
Dated: Bay City, MI
September _____, 2009
By Order of the Board of
Directors
/s/ Nitin Amersey
______________________________
Nitin Amersey, Corporate
Secretary
AMENDED PRELIMINARY INFORMATION STATEMENT
TNT Designs, Inc.
300 Center Avenue Suite 202
Bay City MI 48708
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER _____, 2009
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
NOT REQUESTED TO SEND US A PROXY.
PLEASE TAKE NOTICE that the Annual Meeting of Shareholders of the
Corporation for the Fiscal Year ended September 30, 2008, will be held on
September ______, 2009 at 10:00 a.m., at the executive offices of Company
located at 300 Center Ave. Ste. 202, Bay City, MI 48708.
Shareholders of Record as of August 7, 2009 will be entitled to receive
Notice and vote at the Meeting. It is anticipated that this Information
Statement will be first mailed to the Company's stockholders, on or before
September ___, 2009 in conjunction with the Company's Annual Report on Form 10-
K for the fiscal year ended September 30, 2008. As of the Record Date, there
were a total of 2,262,500 shares of the Company's Common Stock outstanding.
The Company's 2008 Annual Report to its stockholders on Form 10-K is also
enclosed and should be read in conjunction with the materials set forth herein.
The expenses incidental to the preparation and mailing of this
Information Statement are being paid by the Company.
Abstentions and broker non-notes will be counted towards determining
whether a quorum is present.
The holders of common stock are entitled to elect a majority of the Board
of Directors.
The principal executive offices of the Company are located at 300 Center
Avenue, Suite 202, Bay City MI 48708. The telephone number is 989-509-5954.
This Information Statement contains information related to certain
corporate action of TNT Designs, Inc., a Delaware corporation ("TNT" or the
"Company"), and is expected to be mailed to shareholders on or about September
___, 2009.
ABOUT THE INFORMATION STATEMENT
WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?
This Information Statement is being provided pursuant to Section 14 of the
Securities Exchange Act of 1934 to notify the Company's shareholders as of the
close of business on the Record Date of corporate action expected to be taken
pursuant to the consents or authorizations of principle shareholders.
Shareholders holding a majority of the Company's outstanding common stock are
expected to act upon certain corporate matters outlined in this Information
Statement, which action is expected to take place __________________,
consisting of the election of two (2) members to the Company's Board of
Directors, ratification of the Company's independent public accountants,
approval of the re-domiciling of the Company to Nevada, approval of an increase
in authorized capital stock and change of par value, and approval of a change
in name of the Company to Trim Holding Group.
WHO IS ENTITLED TO NOTICE?
Each holder of an outstanding share of common stock of record on the close of
business on the Record Date, August 7, 2009, will be entitled to notice of each
matter to be voted upon pursuant to consents or authorizations. Shareholders as
of the close of business on the Record Date that hold in excess of fifty
percent (50%) of the Company's 2,262,500 outstanding shares of common stock
have indicated that they will vote in favor of the Proposals. No action by the
minority shareholders in connection with the Proposals is required.
WHAT CORPORATE MATTERS WILL THE PRINCIPAL SHAREHOLDERS VOTE FOR AND HOW
WILL THEY VOTE?
Shareholders holding a majority of the outstanding stock have indicated that
they will vote for the following matters:
o FOR the approval of the slate of directors as proposed by the Board of
Directors. (see page __).
o FOR the ratification of UHY LLP as the Company's independent auditors for the
current fiscal year. (see page __).
o FOR the approval of the re-domicile of the Company to Nevada by the Merger.
(see page __).
o FOR the increase of authorized capital stock and creation of preferred stock
with multiple classes. (see page __).
o FOR the change in the name of the Company to Trim Holding Group. (see page
__).
PROPOSAL 1: ELECTION OF DIRECTORS
There are currently two members of the Company's Board of Directors. At the
Annual Meeting of Stockholders of the Company to be held September ___, 2009,
two (2) directors will be elected to serve for a term of one (1) year or until
their successor is elected and qualified.
Our current executive officers and directors and their ages are as
follows; each of the current directors has been nominated for reelection:
Name Age Position
Louis Bertoli 35 Chairman of the Board, President and CEO
Nitin Amersey 57 Director, Corporate Secretary and Treasurer
Set forth below is information relating to the business experience of each of
the directors and executive officers of the Company.
Louis Bertoli, age 35, was appointed Chairman Chief Executive Officer and
President in June 2009. Mr. Bertoli received a degree as a professional
Surveyor in Brescia, Italy and continued his studies in the University of Civil
Engineering of Brescia, Italy. Subsequently Mr. Bertoli devoted his full time
to the companies held by his family, which focus on the developments of new
innovative technologies in the health care industry. Mr. Bertoli has over 5
years of experience in this sector. Mr. Bertoli currently serves as a
President & Director of Trim Holding Corporation, a private company, from
September 2008 through the current date. He also serves as a director of Gioto
& Sons Ltd - UK from September 2006 through the current date. Mr. Bertoli
served as a Director of AIRAM LTD - UK from March 2003 until the time of the
dissolution in January 2009.
Nitin Amersey age 57, was appointed to the Board and as Corporate Secretary and
Treasurer in June 2009. He has over thirty-five years of experience in
international trade, marketing and corporate management. Mr. Amersey was
elected as a director of Environmental Solutions Worldwide and has served as a
member of the board since January 2003. Mr. Amersey was appointed interim
Chairman of the Board in May 2004 and subsequently was appointed Chairman of
the Board in December 2004. In addition to his service as a board member of
Environmental Solutions Worldwide, Mr. Amersey has been Chairman of Scothalls
Limited, a private trading firm since 1978. Mr. Amersey has also served as
President of Circletex Corp., a financial consulting management firm since 2001
and has served as chairman of Midas Touch Global Media Corp from 2005 to the
present. He is also currently the Chairman of Hudson Engineering Industries
Pvt. LTD. A private company domiciled in India. From 2003 to 2006 Mr. Amersey
was Chairman of RMD Entertainment Group and also served during the same period
as chairman of Wide E-Convergence Technology America Corp. He is the manager of
Amersey Investment Holdings LLC .. Mr. Amersey is also the owner of Langford
Business Services LLC. He has served as a Director of Trim Holding
Corporation, a private company, from September 2008 through the current date.
Mr. Amersey has a Masters of Business Administration Degree from the University
of Rochester, Rochester, N.Y. and a Bachelor of Science in Business from Miami
University, Oxford, Ohio. He graduated from Miami University as a member of Phi
Beta Kappa and Phi Kappa Phi. Mr. Amersey also holds a Certificate of Director
Education from the NACD Corporate Director's Institute.
Certain Relationships and Related Transactions
Amersey Investments, LLC has been engaged to provide consulting services to TNT
for the next 2 calendar years for a monthly fee of $5,000.00. Mr. Nitin
Amersey is a principal of Amersey Investments. Mr. Amersey also serves as an
executive officer and as a director of TNT.
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's Directors and executive officers, and persons who own
more than ten percent of any class of its equity securities registered pursuant
to Section 12 of the Exchange Act to file reports of ownership, and changes in
ownership with the Securities and Exchange Commission (the
"Commission"). Officers, directors, and greater than ten percent stockholders
are required by the Commission to furnish the Company with copies of all
Section 16(a) forms they file.
The Company believes, based solely on its review of the copies of such forms
received by it, or written representations from certain reporting persons, that
all filing requirements applicable to its officers, directors, and greater than
ten percent stockholders were complied with during 2008.
Meetings and Committees of The Board Of Directors
To date, during the current fiscal year, the Board of Directors met 4 times.
Each incumbent director attended all of the Board meetings. Due to the
resignations and recent appointment of new directors, the Company presently
does not have audit, nominating or compensation committees but intends to
appoint committees.
Remuneration of Non-Management Directors
The Company currently does not have any arrangements for compensation for non-
management directors.
Director Independence
The Board of Directors has determined that none of the directors standing for
election are "independent" as defined by the listing standards of The Nasdaq
Stock Market and within the meaning of applicable regulations of the Securities
and Exchange Commission.
Compensation of Directors and Executive Officers
Executive Compensation
The following Summary Compensation Table shows, for the fiscal years ended
September 30, the compensation awarded to, earned by or paid to the Company's
then executive officer.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and
Principal
Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($) *
Option
Awards
($) *
Non-Equity
Incentive
Plan
Compensation
($)
Nonqualified
Deferred
Compensation
($)
All Other
Compensation
($)
Total
($)
Anju Tandon,
2008
- -
- -
- -
- -
- -
- -
- -
- -
President,
Treasurer,
2007
- -
- -
- -
- -
- -
- -
- -
- -
Chairman of
the Board
2006
- -
- -
- -
- -
- -
- -
- -
- -
(1) No officer received any bonus or other compensation.
During the fiscal years ended September 30, 2008 and 2007, TNT made no grants
of stock options or freestanding SAR's to any executive officer or director of
TNT.
Effective June 2009, Ms. Anju Tandon resigned without any disputes or
disagreements and Mr. Louis Bertoli was appointed Chief Executive Officer and
President and Mr. Nitin Amersey was appointed Corporate Secretary and
Treasurer. At the current time neither Messrs Bertoli nor Amersey receive any
salary nor have they been granted any stock or derivatives as compensation.
Employment Contracts and Termination of Employment and Change-in-Control
Agreements.
TNT does not currently have employment contracts or change-in-control
agreements with its executive officers.
Stock Options
TNT has not made any derivative grants.
Option Exercises and Holdings
None.
Equity Compensation Plan Information
TNT currently does not have any stock option, stock appreciation or restricted
stock plans in place.
Security Ownership of Certain Beneficial Owners
The following table sets forth information known to TNT with respect to the
beneficial ownership of its common stock as of August 7, 2009, for (i) all
persons known by TNT to own beneficially more than 5% of its outstanding common
stock, (ii) TNT's directors, and (iii) TNT's executive officers. Unless
otherwise indicated, the address of the beneficial owner is in care of TNT
Designs, Inc., 300 Center Avenue, Suite 202, Bay City Michigan 48708.
Title of Class
Name of Beneficial Owner
Shares
Beneficially
Owned
% of
Total(3)
Common Stock
Louis Bertoli (1)
1,990,000
87.9
%
Nitin Amersey (2)
5,000
*
* Less than 1%
(1) Mr. Bertoli is the Chairman of the Board and President and Chief Executive
Officer of TNT.
(2) Mr. Amersey is a director and Corporate Secretary and Treasurer of TNT.
(3) Based on 2,262,500 shares outstanding as of August 7, 2009.
Security Ownership of Management
The following information is furnished as of August 7, 2009, as to the number
of shares of TNT's Common Stock, $.0001 par value per share owned beneficially
by each executive officer and director of TNT and by all executive officers and
directors as a group:
Title of Class
Name of Beneficial Owner
Shares
Beneficially
Owned
% of
Total(3)
Common Stock
Louis Bertoli (1)
1,990,000
87.9
%
Nitin Amersey (2)
5,000
*
All Directors as a Group
1,995,000
88.2
%
* Less than 1%
(1) Mr. Bertoli is the Chairman of the Board and President and Chief Executive
Officer of TNT.
(2) Mr. Amersey is a director and Corporate Secretary and Treasurer of TNT
(3) Based on 2,262,500 shares outstanding as of August 7, 2009.
PROPOSAL 2: FISCAL YEAR
The Board of Directors has elected to change the Company's fiscal year end from
September 30 to December 31 as it believes that a fiscal year that coincides
with the calendar year will allow for easier financial reporting and
disclosure.
PROPOSAL 3: INDEPENDENT AUDITORS
The Board of Directors has selected UHY LLP as the Company's independent
auditors for the Fiscal Year ending, subject to ratification of Proposal 2,
December 31, 2009. Representatives of UHY LLP are not expected to be present
at the Annual Meeting.
Change of Auditors
Effective July 20, 2009, the Registrant (the "Company") dismissed the firm of
Li & Company ("Li") who was previously engaged as the Company's principal
accountant.
Li's audit report on the Company's consolidated financial statements for the
fiscal year ended September 30, 2008, did not contain any adverse opinion or
disclaimer of opinion, and was not qualified or modified as to audit scope or
accounting principles, except that the aforementioned report for the year ended
September 30, 2008 included was modified for an uncertainty relating to the
Company's ability to continue as a going concern.
The predecessor principal accountant to Li for the Company was the firm of
Raiche Ende Malter & Co LLP ("Raiche"). Raiche issued the audit report for the
Company on the Company's consolidated financial statements for the fiscal year
ended September 30, 2007. The Raiche report did not contain any adverse opinion
or disclaimer of opinion, and was not qualified or modified as to audit scope
or accounting principles, except that the aforementioned report for the year
ended September 30, 2007 included was modified for an uncertainty relating to
the Company's ability to continue as a going concern.
The decision to dismiss Li has been approved by the Company's Board of
Directors.
During the fiscal year ended September 30, 2008, and the subsequent interim
periods through July 20, 2009, there were no disagreements with Li on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection with their
opinion to the subject matter of the disagreement.
During the fiscal year ended September 30, 2007, and through the subsequent
interim period through April 23, 2008 there were no disagreements with Raiche
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if not
resolved to their satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of the disagreement.
During the two fiscal years ended September 30, 2008 and 2007, and the
subsequent interim periods and through the date of dismissal, there were no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K of the
Securities and Exchange Commission (the "Commission").
The Company has provided Li a copy of the disclosures contained herein prior to
the filing of this current report and have requested that Li issue a letter
addressed to the SEC containing any new information, clarification of the
Company's expression of its views, or the respects in which it does not agree
with the statements made by the Company herein. Li has agreed with the
disclosures contained in this Form 8-K and a copy of the letter issued to the
SEC is included as Exhibit 16.1.
Effective July 21, 2009 the Company upon approval of its Board of Directors
elected to retain the firm of UHY LLP ("UHY") as its principal independent
accountants. During the Company's two most recent fiscal years and through
July 21, 2009, the Company has not consulted with UHY regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report nor oral
advise was provided that was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting
issue; or (ii) any matter that was either the subject of a disagreement, as
that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K.
The following table sets forth the aggregate fees billed to us for fiscal years
ended September 30, 2008 and 2007 by Li & Company, LP and Raich Ende Malter &
Co. LLP, the Company's independent registered public accounting firms:
2008
2007
Audit Fees (1)
$
9,917
$
14,056
Audit Related Fees (2)
- -
648
Tax Fees (3)
- -
2,072
Total Fees paid to auditor
$
9,917
$
16,776
(1) Audit fees consist of fees billed for professional services rendered for
the audit of TNT's annual financial statements and review of the interim
consolidated financial statements included in quarterly reports and services
that are normally provided by Li & Company, LP and Raich Ende Malter & Co. LLP
in connection with statutory and regulatory filings or engagements.
(2) Audit-Related fees consist of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of TNT's consolidated financial statements and are not reported under "Audit
Fees".
(3) Tax fees consist of fees billed for professional services rendered for tax
compliance, tax advice and tax planning (domestic and international). These
services include assistance regarding federal, state and international tax
compliance, acquisitions and international tax planning.
PROPOSAL 4: TO CHANGE THE STATE OF INCORPORATION OF THE COMPANY FROM DELAWARE
TO NEVADA BY MERGER OF TNT DESIGNS, INC., A DELAWARE CORPORATION, WITH AND INTO
TRIM NEVADA, INC., A NEVADA CORPORATION
On June 16, 2009, TNT's board of directors voted unanimously to approve the
Merger and now propose the Merger to its stockholders for their approval. The
Merger will be consummated pursuant to an agreement and plan of merger between
Trim Nevada, Inc. ("Newco") and TNT, a copy of which is contained in Exhibit A
(the "Agreement and Plan of Merger"). Copies of the certificate of
incorporation ("Nevada Certificate") and bylaws ("Nevada Bylaws"), which will
serve as Newco's certificate of incorporation and bylaws following the Merger
are attached to the Agreement and Plan of Merger. The Agreement and Plan of
Merger provides that TNT will merge with and into Newco.
The proposed Merger will effect a change in the legal domicile of TNT and other
changes of a legal nature, the most significant of which are described below.
However, the Merger will not result in any change in TNT's business,
management, location of its principal executive offices, assets, liabilities or
net worth (other than as a result of the costs incident to the Merger, which
are immaterial).
Trim Holding Group (Name of New Company Subject to Approval of Proposal 6)
Newco, which will be the surviving corporation, has been incorporated under the
Nevada Revised Statutes (the "NRS") exclusively for the purpose of merging with
TNT.
Newco is a newly formed corporation with one share of common stock issued and
outstanding held by TNT, with only minimal capital. The terms of the Merger
provide that the currently issued one share of common stock of Newco held by
TNT will be cancelled. As a result, following the Merger, TNT's current
stockholders will be the only stockholders of the newly merged corporation.
The articles of incorporation and bylaws of TNT and the certificate of
incorporation and bylaws of Trim Nevada, Inc., a Nevada corporation, are
available for inspection by our stockholders at TNT's principal office located
at 300 Center Avenue Suite 202, Bay City, MI 48708.
The Agreement and Plan of Merger
The Agreement and Plan of Merger provides that TNT will merge with and into
Newco, with Newco being the surviving corporation. Newco will assume all assets
and liabilities of TNT.
Filing of the Articles of Merger
TNT intends to file the Certificate of Merger and Articles of Merger with the
Secretaries of State of Nevada and Delaware, respectively, when the actions
taken by TNT's board of directors and the consenting stockholders become
effective.
On the effective date of the Merger, the merged companies will be deemed
incorporated under the NRS. Consequently, the merged companies will be governed
by the Nevada Certificate and Nevada Bylaws filed with the Agreement and Plan
of Merger.
Dissent Rights of the Company's Stockholders
Under Delaware law, certain stockholders of TNT have the right to dissent from
the Merger and to receive payment in cash for the fair value of their shares of
TNT instead of the Merger consideration. Stockholders of TNT electing to do so
must comply with the provisions of Section 262 of the Delaware General
Corporation Law in order to perfect their rights of appraisal.
Ensuring perfection of appraisal rights can be complicated. The procedural
rules are specific and must be followed precisely. A stockholder's failure to
comply with these procedural rules may result in such stockholder becoming
ineligible to pursue appraisal rights.
The following is intended as a brief summary of the material provisions of the
Delaware statutory procedures that a stockholder of TNT must follow in order to
dissent from the merger and obtain payment of the fair value of his or her
shares of common stock instead of the merger consideration. This summary,
however, is not a complete statement of all applicable requirements and is
qualified in its entirety by reference to Section 262 of the Delaware General
Corporation Law.
If you were a stockholder of TNT and you wish to exercise your appraisal
rights, you must satisfy the provisions of Section 262 of the Delaware General
Corporation Law. Section 262 requires the following:
You must make a written demand for appraisal: You must deliver a written demand
for appraisal to TNT within 20 days after the mailing of this Information
Statement.
Stockholders considering seeking appraisal for their shares should note that
the fair value of their shares determined under Section 262 of Delaware law
could be more, the same, or less than the consideration they would receive
pursuant to the merger agreement if they did not seek appraisal of their
shares. The Delaware Court of Chancery may determine the costs of the appraisal
proceeding and allocate them among the parties as the court deems equitable
under the circumstances. Upon application of a stockholder, the court may order
all or a portion of the expenses incurred by any stockholder in connection with
the appraisal proceeding, including reasonable attorneys' fees and the fees and
expenses of experts, to be charged pro rata against the value of all shares
entitled to appraisal. In the absence of such determination or assessment, each
stockholder bears its own expenses.
Within 120 days after the effective date of the Merger, either TNT or any
stockholder who has complied with the conditions of Section 262 may file a
petition in the Delaware Court of Chancery. This petition should request that
the Delaware Court of Chancery determine the value of the shares of TNT common
stock held by all the stockholders who are entitled to appraisal rights. If you
intend to exercise your appraisal rights, you should file this petition in the
Delaware Court of Chancery. Neither TNT nor Newco has an obligation to file
this petition, and if you do not file this petition within 120 days after the
effective date of the Merger, you will lose your rights of appraisal. A
dissenting stockholder must also serve a copy of the petition on TNT.
If you change your mind and decide you no longer wish to exercise your
appraisal rights, you may withdraw your demand for appraisal rights at any time
within 60 days after the effective date of the merger. A withdrawal request
received more than 60 days after the effective date of the Merger is effective
only with the written consent of TNT. If you effectively withdraw your demand
for appraisal rights, you will receive the Merger consideration provided in the
merger agreement.
If you have complied with the conditions of Section 262, you are entitled to
receive a statement from TNT. This statement will set forth the number of
shares not voted in favor of the merger agreement and that have demanded
appraisal rights and the number of stockholders who own those shares. In order
to receive this statement you must send a written request to TNT within 120
days after the effective date of the Merger. TNT must mail this statement
within ten days after it receives the written request or within ten days after
the expiration of the period for the delivery of demands, whichever is later.
If you properly file a petition for appraisal in the Chancery Court and deliver
a copy to TNT, TNT will then have 20 days to provide the Chancery Court with a
list of the names and addresses of all stockholders who have demanded appraisal
rights and have not reached an agreement with TNT as to the value of their
shares. The Registry in the Court of Chancery, if so ordered by the Court of
Chancery, will give notice of the time and place fixed for the hearing of such
petition to the stockholders on the list. At the hearing, the Chancery Court
will determine the stockholders who have complied with Section 262 and are
entitled to appraisal rights. The Chancery Court may also require you to submit
your stock certificates to the Registry in the Court of Chancery so that it can
note on the certificates that an appraisal proceeding is pending. If you do not
follow the Chancery Court's directions, you may be dismissed from the
proceeding.
After the Chancery Court determines which stockholders are entitled to
appraisal rights, the Chancery Court will appraise the shares of stock that are
the subject of the demand for appraisal. To determine the fair value of the
shares, the Chancery Court will consider all relevant factors except for any
appreciation or depreciation due to the anticipation or accomplishment of the
Merger. After the Chancery Court determines the fair value of the shares, it
will direct TNT to pay that value to the stockholders who have successfully
sought appraisal rights. The Chancery Court can also direct TNT to pay
interest, simple or compound, on that value if the Chancery Court determines
that interest is appropriate. In order to receive payment for your shares under
an appraisal procedure, you must surrender your stock certificates to TNT.
If you demand appraisal rights, after the effective date of the Merger you will
not be entitled:
..
to vote the shares of common stock for which you have demanded appraisal
rights for any purpose;
..
to receive payment of dividends or any other distribution with respect to
the shares of common stock for which you have demanded appraisal, except
for dividends or distributions, if any, that are payable to holders of
record as of a record date prior to the effective date of the Merger; or
..
to receive the payment of the consideration provided for in the merger
agreement (unless you properly withdraw your demand for appraisal).
If you do not file a petition for an appraisal within 120 days after the
effective date of the merger, your right to an appraisal will terminate. You
may withdraw your demand for appraisal and accept the merger consideration by
delivering to TNT a written withdrawal of your demand, except that:
..
any attempt to withdraw made more than 60 days after the effective date of
the merger will require the written approval of TNT; and
..
an appraisal proceeding in the Chancery Court cannot be dismissed unless
the Chancery Court approves.
IF YOU FAIL TO COMPLY STRICTLY WITH THE PROCEDURES DESCRIBED ABOVE YOU WILL
LOSE YOUR APPRAISAL RIGHTS. CONSEQUENTLY, IF YOU WISH TO EXERCISE YOUR
APPRAISAL RIGHTS, WE STRONGLY URGE YOU TO CONSULT A LEGAL ADVISOR BEFORE
ATTEMPTING TO DO SO.
Principal Features of the Change of Domicile
The change in jurisdiction will be effected by the Merger of TNT, with and
into, Newco, under the NRS for the purpose of effecting the change of domicile.
The change of domicile will become effective upon the filing of the requisite
merger documents in Nevada and Delaware, which filings will occur on the
effective date of the Merger. Following the Merger and assuming ratification
of proposal 6, Newco will be the surviving corporation and will operate under
the name "Trim Holding Group" ("TRIM").
On the effective date of the Merger and assuming approval of proposals 4, 5 and
6, each outstanding share of TNT's common stock will be automatically converted
into one share of the common stock of Newco, the new Nevada Corporation. TNT
will cease to exist as a Delaware corporation, and Newco will be the continuing
or surviving corporation.
Upon consummation of the Merger, Newco will succeed to all of the business and
operations, own all of the assets and other properties and will assume and
become responsible for all of the liabilities and obligations of TNT. There
will be no change in the business, properties or management of TNT.
The Newco board of directors will consist of those persons presently serving on
the board of directors of TNT. The individuals who will serve as executive
officers of Newco are those who currently serve as executive officers of TNT.
Such persons and their respective terms of office are set forth below under the
caption "Management."
Pursuant to the terms of the Agreement and Plan of Merger, the Merger may be
abandoned by the board of directors of TNT and Newco at any time prior to the
effective date of the Merger. In addition, the board of directors of TNT may
amend the Agreement and Plan of Merger at any time prior to the effective date
of the Merger provided that any amendment made may not, without approval by the
stockholders of TNT who have consented in writing to approve the Merger, alter
or change the amount or kind of Newco Common Stock to be received in exchange
for or on conversion of all or any of the Common Stock, alter or change any
term of the Nevada Certificate or alter or change any of the terms and
conditions of the Agreement and Plan of Merger if such alteration or change
would adversely affect the holders of Common Stock.
Purpose of the Re-Domicile
The purpose of the re-domicile is to change the state of incorporation and
legal domicile of TNT from Delaware to Nevada. The Board of Directors believes
that this change in the domicile would be in the best interests of TNT and its
shareholders.
Nevada has long been a leading state in adopting, construing, and implementing
comprehensive and flexible corporate laws that respond to the legal and
business needs of corporations. As a result, the Nevada Corporation Law is
widely regarded to be one of the best-defined bodies of corporate law in the
United States. The Nevada legislature is sensitive to corporate law issues.
Accordingly, the Board of Directors believes that Nevada law would provide
greater predictability in TNT's legal affairs.
A discussion of the principal differences between Delaware and Nevada law as
they affect shareholders is set forth below in the section entitled
"Significant Changes Caused by Reincorporation."
"Anti-Takeover" Implications of Reincorporation
Reincorporation in Nevada may have the effect of deterring hostile takeover
attempts. A hostile takeover attempt may have a positive or a negative effect
on TNT and its shareholders, depending on the circumstances surrounding a
particular takeover attempt. Takeover attempts that have not been negotiated or
approved by the Board of Directors of a corporation can seriously disrupt the
business and management of a corporation and result in a transaction that is
less favorable to all of the shareholders than a board-approved transaction
would have been. Board-approved transactions may be carefully planned and
undertaken at an opportune time in order to obtain maximum value for the
corporation and all of its shareholders with due consideration to matters such
as recognition or postponement of gain or loss for tax purposes, the management
and business of the acquiring corporation and maximum strategic deployment of
corporate assets.
The proposal to include anti-takeover provisions in the proposed
reincorporation does not reflect knowledge on the part of the Board of
Directors or management of TNT of any currently proposed takeover or other
attempt to acquire control of TNT. Management may in the future propose other
measures designed to discourage takeovers apart from those proposed in this
Information Statement, if warranted from time to time in the judgment of the
Board of Directors.
The Board of Directors recognizes that hostile takeover attempts do not always
have the unfavorable consequences described above and may frequently provide
all shareholders with considerable value for their shares. However, the Board
of Directors believes that the potential disadvantages of unapproved takeover
attempts are sufficiently great that prudent steps to reduce the likelihood of
such takeover attempts are in the best interests of TNT and its shareholders.
Accordingly, the reincorporation plan includes certain elements that may have
the effect of discouraging or deterring hostile takeover attempts. The Board of
Directors believes that adopting these measures will enable the Board of
Directors to consider fully any proposed takeover attempt and negotiate terms
that maximize the benefit to TNT or its shareholders.
The Board of Directors has considered the potential disadvantages and believes
that the potential benefits of the provisions included in the proposed
organizational documents outweigh the possible disadvantages. In particular,
the Board of Directors believes that enabling the Board to fully consider and
negotiate proposed takeover attempts, as well as the greater sophistication,
breadth, and certainty of the Nevada corporate law, make the proposed
reincorporation beneficial to TNT, its management, and its shareholders.
Conversion of the Stock
On the effective date of the Merger and assuming shareholder approval of this
Proposal 4 and Proposals 5 and 6, each issued and outstanding share of Common
Stock of TNT will be converted into common stock of Newco ("New Company Common
Stock") and TNT shareholders will automatically become shareholders of Newco on
the following terms:
* the conversion will be on a one-for-one basis;
* each share of TNT common stock that is outstanding at the effective date
will become one share of common stock of Newco.
Stock Certificates
Shareholders will need to exchange their stock certificates for Newco stock
certificates upon the Merger and assuming ratification of Proposals 4, 5 and 6.
Shareholders will receive notification from TNT and/or its transfer agent
regarding the procedure for exchanging stock certificates upon ratification of
the proposals. The issuance of new certificates will be subject to normal stock
transfer requirements, including proper endorsement, signature guarantee, if
required, and payment of applicable taxes.
Transferability of Shares
Shareholders whose shares of TNT's common stock were freely tradable before re-
domicile will own shares of Newco that are freely tradable after re-domicile.
Similarly, any shareholders holding securities with transfer restrictions
before reincorporation will hold shares of Newco that have the same transfer
restrictions after reincorporation. For purposes of computing the holding
period under Rule 144 of the Securities Act, those who hold Newco stock
certificates will be deemed to have acquired their shares on the date they
originally acquired their TNT shares.
After reincorporation, Newco will continue to be a publicly held company, and,
like TNT's shares, shares of Newco will be quoted on the Over the Counter
Bulletin Board Market. Newco will also file with the SEC and provide to its
shareholders the same types of information that TNT has previously filed and
provided.
Certain Federal Income Tax Consequences
The following is a discussion of certain federal income tax considerations that
may be relevant to holders of Common Stock who receive New Company Common Stock
as a result of the proposed change of domicile. The discussion of U.S. federal
income tax consequences set forth below is for general information only and
does not purport to be a complete discussion or analysis of all potential tax
consequences that may apply to a shareholder. We strongly urge you to consult
your tax advisors to determine the particular tax consequences to you of the
reincorporation, including the applicability and effect of federal, state,
local, foreign and other tax laws.
The following discussion does not address all of the federal income tax
consequences that may be relevant to particular shareholders based upon their
individual circumstances or to shareholders who are subject to special rules,
such as financial institutions, tax-exempt organizations, insurance companies,
dealers in securities, foreign holders or holders who acquired their shares
pursuant to the exercise of employee stock options or otherwise as
compensation. The following disclosure is based on the Code, laws regulations,
rulings and decisions in effect as of the date of this Proxy Statement, all of
which are subject to change, possibly with retroactive effect, and to differing
interpretations. The following disclosure does not address the tax consequences
to our shareholders under state, local and foreign laws. We have neither
requested nor received a tax opinion from legal counsel with respect to the
consequences of reincorporation. No rulings have been or will be requested from
the Internal Revenue Service with respect to the consequences of
reincorporation. There can be no assurance that future legislation,
regulations, administrative rulings or court decisions would not alter the
consequences set forth below.
The reincorporation provided for is intended to be a tax-free reorganization
under the Code. Assuming the reincorporation qualifies as a reorganization, no
gain or loss will be recognized to the holders of TNT's capital stock as a
result of consummation of the reincorporation, and no gain or loss will be
recognized by TNT or Newco. Each former holder of TNT's capital stock will have
the same basis in the capital stock of Newco received by that holder pursuant
to the reincorporation as that holder has in TNT's capital stock held by that
holder at the time the reincorporation is consummated. Each shareholder's
holding period with respect to Newco's capital stock will include the period
during which that holder held the corresponding TNT capital stock, provided the
latter was held by such holder as a capital asset at the time of consummation
of the reincorporation was consummated.
Accounting Treatment
In accordance with generally accepted accounting principles, TNT expects that
the redomicile will be accounted for as a reorganization of entities under
common control and recorded at historical cost.
Regulatory Approvals
The re-domicile is not expected to be consummated until TNT has obtained all
required consents of governmental authorities, including the filing of the
Certificate of Merger and Articles of Merger with the Secretaries of State of
Nevada and Delaware.
The Board of Directors intends that the Merger be consummated as soon as
practicable following the Annual Meeting. Nonetheless, the Board of Directors
may elect to abandon or postpone the redomicile of the Company either before or
after the shareholders' approve the same, if circumstances arise causing the
Board of Directors to deem either such action advisable, except that any
amendment that would effect a material change from the organizational document
provisions discussed in this Information Statement would require further
ratification by the holders of at least a majority of the shares of the
Company's common stock outstanding.
Significant Changes Caused by Merger
In general, the Company's corporate affairs are governed at present by the
Delaware General Corporation Law (the "Delaware Law") and by the certificate of
incorporation filed in Delaware (the "Delaware Certificate") and the by-laws
adopted pursuant to Delaware Law (the "Delaware By-laws"). The Delaware
Certificate and Delaware By-laws are available for inspection during business
hours at TNT's principal executive offices. In addition, copies may be obtained
by writing to TNT at TNT Designs, Inc, 300 Center Avenue, Suite 202, Bay City
MI 48708, Attention: Corporate Secretary.
Upon effectuating the Merger, TNT's business will be continued by Newco.
Issues of corporate governance and control would be controlled by Nevada
corporate law ("Nevada Law"), rather than Delaware Law. The Delaware
Certificate and Delaware By-laws will, in effect, be replaced by the
certificate of incorporation of Newco (the "Nevada Certificate") attached to
this Information Statement as Exhibit A and the by-laws of Newco (the "Nevada
By-laws"), attached to this Information Statement as Exhibits B and which
assume shareholder ratification of Proposals 4 and 5 below. Accordingly, the
differences among these documents and between Nevada Law and Delaware Law are
relevant. If the shareholders ratify this Proposal 4, reincorporation, but do
not ratify any or all of Proposals 5 or 6, the Nevada Certificate and the
Nevada By-laws shall be revised accordingly.
Certain differences between Delaware Law and Nevada Law and between the various
organizational documents that the Board of Directors, considers to be
significant are discussed below. Shareholders are advised that many provisions
of Nevada Law and Delaware Law may be subject to differing interpretations, and
that those offered in this Information Statement may be incomplete in certain
respects. The following discussion is not a substitute for direct reference to
the statutes themselves or for professional guidance as to how to interpret
them. In addition, the following discussion is qualified in its entirety by
reference to Nevada Law, Delaware Law, case law applicable in Nevada and in
Delaware, and the organizational documents of each of the companies.
Shareholders are requested to read the following discussion in conjunction with
the Nevada Certificate and the Nevada By-laws attached to this Information
Statement.
Company Name
Subject to the consummation of the Merger and assuming shareholder ratification
of this Proposal 4 and Proposal 6 below, TNT's name will be changed from "TNT
Designs, Inc." to "Trim Holding Group." For a discussion of the proposal to
change TNT's name, see Proposal 6 below.
Shares of Capital Stock
Subject to shareholder ratification of Proposal 5 below, the Company's
authorized common stock will increase from 30,000,000 shares, par value $0.0001
per share to 400,000,000 shares, par value $0.0001 per share. Additionally,
100,000,000 shares of preferred stock shall be authorized as follows: Series
1, Class P-1 shall have 25,000,000 shares authorized with a par value of $8.75.
Series 1 shall have 1:100 voting rights and shall be convertible to common at
the shareholders discretion at a rate of 1:1.25. Series 2, Class P-2 shall
authorize 75,000,000 shares at a par value of $7.00. Series 2 shall have 1:1
voting rights and shall be convertible to common at the shareholders discretion
at a rate of 1:1.
Board of Directors
Subject to the approval of Proposal 1, there will be no change in the
composition of our Board of Directors.
Vote Required for Approval
Section 78.385 of the Nevada Revised Statutes provides an outline of the scope
of the amendments of the Articles of Incorporation allowed a Nevada
Corporation. This includes the amendments discussed herein. The procedure and
requirements to effect an amendment to the Articles of Incorporation of a
Nevada corporation are set forth in Section 78.390. Section 78.390 provides
that proposed amendments must first be adopted by the Board of Directors and
then submitted to shareholders for their consideration and must be approved by
a majority of the outstanding voting securities.
The Board of Directors of TNT has adopted, ratified and approved the change in
the domicile of TNT, the increase of authorized common stock and authorization
of Preferred Stock (Proposal 5) and change in the name of TNT to Trim Holding
Group. (Proposal 6), and submits the proposed changes to the shareholders for
their approval.
Nevada Anti-Takeover Provisions
The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada
Corporation Law will apply to us upon re-domicile. Section 78.438 of the
Nevada law prohibits TNT from merging with or selling more than 5% of our
assets or stock to any shareholder who owns or owned more than 10% of any stock
or any entity related to a 10% shareholder for three years after the date on
which the shareholder acquired our shares, unless the transaction is approved
by our Board of Directors. The provisions also prohibit us from completing any
of the transactions described in the preceding sentence with a 10% shareholder
who has held the shares more than three years and its related entities unless
the transaction is approved by our Board of Directors or a majority of our
shares, other than shares owned by that 10% shareholder or any related entity.
These provisions could delay, defer or prevent a change in control of TNT.
Dissenter's Rights of Appraisal
The Nevada Revised Statutes (the Nevada Law) do not provide for dissenter's
rights in connection with the proposed restatement of the Articles of
Incorporation (Proposals 5 and 6)
PROPOSAL 5: APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO
INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 30,000,000 TO
400,000,000 AND TO AUTHORIZE 100,000,000 SHARES OF PREFERRED STOCK.
Our Certificate of Incorporation currently authorizes the issuance of up to
30,000,000 shares of common stock. No preferred stock is authorized. In order
to ensure sufficient equity will be available for issuance by the Company, The
Board of Directors has adopted (and recommends for approval) in conjunction
with the ratification and approval of Proposal 4, an amendment to our Articles
of Incorporation in connection with the Merger to (i) increase our authorized
number of shares of common stock from 30,000,000 to 400,000,000 with no change
in the par value of $0.0001 per share, (ii) authorize 100,000,000 shares of a
new class of preferred stock (the "Preferred Stock"), and (iii) designate all
100,000,000 shares of such newly authorized Preferred Stock into two separate
classes.
Purpose and Effect of the Amendment
The principal purpose of the proposed amendment to our Articles of
Incorporation is to authorize additional shares of common stock and create a
new classes of Preferred Stock which will be available in the event the Board
of Directors determines that it is necessary or appropriate to permit future
stock splits in the form of stock dividends, to raise additional capital
through the sale of equity securities, to acquire another company or its
assets, to establish strategic relationships with corporate partners, to
provide equity incentives to employees and officers or for other corporate
purposes. The availability of additional shares of stock is particularly
important in the event that the Board of Directors needs to undertake any of
the foregoing actions on an expedited basis and thus to avoid the time and
expense of seeking stockholder approval in connection with the contemplated
issuance of common stock. If the amendment is approved by the stockholders, the
Board does not intend to solicit further stockholder approval prior to the
issuance of any additional shares of stock, except as may be required by
applicable law.
Upon approval of the authorization of the Preferred Stock, the Board will have
the authority to issue such stock without requiring future stockholder approval
of such issuances, except as may be required by applicable law. To the extent
that additional authorized shares are issued in the future, they may decrease
the existing stockholders' percentage equity ownership and, depending on the
price at which they are issued, could be dilutive to the existing stockholders.
The increase in the authorized number of shares of common stock and the
authorization of new classes of Preferred Stock and the subsequent issuance of
such shares could have the effect of delaying or preventing a change in control
of the Company without further action by the stockholders. Shares of authorized
and unissued stock could, within the limits imposed by applicable law, be
issued in one or more transactions which would make a change in control of the
Company more difficult, and therefore less likely. Any such issuance of
additional stock could have the effect of diluting the earnings per share and
book value per share of outstanding shares of common stock and such additional
shares could be used to dilute the stock ownership or voting rights of a person
seeking to obtain control of the Company.
The Board of Directors is not currently aware of any attempt to take over or
acquire the Company. While it may be deemed to have potential anti-takeover
effects, the proposed amendment to increase the authorized common stock and
authorize the Preferred Stock is not prompted by any specific effort or
takeover threat currently perceived by management.
Authorization of Additional Shares of Common Stock
An amendment to the Company's articles of organization increasing our
authorized Common Stock to 400,000,000 with par a value of $0.0001 a share from
30,000,000 shares will enable us to have sufficient shares of Common Stock
available for issuance. The principal purpose of the proposed amendment to our
Articles of Incorporation is to authorize additional shares of common stock,
which will be available in the event the Board of Directors determines that it
is necessary or appropriate to permit future stock splits in the form of stock
dividends, to raise additional capital through the sale of equity securities,
to acquire another company or its assets, to establish strategic relationships
with corporate partners, to provide equity incentives to employees and officers
or for other corporate purposes. The availability of additional shares of
common stock is particularly important in the event that the Board of Directors
needs to undertake any of the foregoing actions on an expedited basis and thus
to avoid the time and expense of seeking stockholder approval in connection
with the contemplated issuance of common stock
The increase in authorized common stock will not have any immediate effect on
the rights of existing stockholders. However, the Board will have the authority
to issue authorized common stock without requiring future stockholder approval
of such issuances, except as may be required by applicable law. To the extent
that additional authorized shares are issued in the future, each new issuance
will decrease the existing stockholders' percentage equity ownership and would
be dilutive to the existing stockholders unless the issuance is on a pro rata
basis to existing shareholders. The Company does not have current plans to
issue shares that would not be dilutive on a pro rata basis to the existing
shareholders. Examples of a pro rata basis issuance are stock dividends or
stock splits.
The newly authorized shares of Common Stock will have the same rights
and privileges as the presently authorized shares of our Common Stock, subject
to the rights of newly authorized Preferred Stock. Our Common Stock does not
entitle any holder to any dividend or preemption rights.
There can be no assurance as to the amount of consideration the Company would
receive from any issuance of additional shares of our Common Stock nor can
there be any assurance of what effect, if any, the proposed increase in the
authorized shares of our Common Stock and any subsequent issuance will have on
the market price of our Common Stock.
Since the number of authorized shares of our Common Stock will be increased to
400,000,000 shares with a par value of $0.0001 a share, the issuance in the
future of such authorized shares may have the effect of diluting the earnings
per share and book value per share, as well as the stock ownership and voting
rights, of the currently outstanding shares of Common Stock.
Release No. 34-15230 of the staff of the Securities and Exchange Commission
requires disclosure and discussion of the effects of any shareholder proposal
that may be used as an anti-takeover device. However, the proposed increased in
the authorized common stock is not the result of any such specific effort;
rather, as indicated above, the purpose of the increase in the authorized
common stock is to provide the Company's management with the ability to issue
shares for future acquisition, financing and operational possibilities, and
not to construct or enable any anti-takeover defense or mechanism on behalf of
the Company. While it is possible that management could use the
additional shares to resist or frustrate a third-party transaction providing
an above-market premium that is favored by a majority of the
independent stockholders, the Company has no intent or plan to employ the
additional unissued authorized shares as an anti-takeover device. As a
consequence, the increase in authorized common stock may make it more
difficult for, prevent or deter a third party from acquiring control of the
Company or changing its board of directors and management, as well as inhibit
fluctuations in the market price of the Company's shares that could result from
actual or rumored takeover attempts. The Company currently has no such
provisions in any of its governing documents.
Authorization of Preferred Stock
As a part of this proposal, we are also seeking shareholder ratification of the
designation of two classes of Preferred Stock. By unanimous written consent of
all Directors, the Board adopted, subject to Stockholder approval, an amendment
to the Company's Articles of Incorporation (the "Amendment") to designate two
classes of Preferred Stock as follows:
(a) Series 1, Class P-1 shall consist of 25,000,000 shares with a par
value of $8.75 per share. Each share of Class P-1 stock shall have
voting rights equal to 100 shares of common stock. Each share of Class
P-1 stock shall be convertible into 1.25 shares of common shares at the
shareholder's discretion; and
(b) Series 2, Class P-2 shall consist of 75,000,000 shares with a par
value of $7.00 per share. Each share of Class P-2 stock shall have
voting rights equal to 1 share of common stock. Each share of Class P-2
stock shall be convertible into one share of common stock at the
shareholder's discretion.
Dividends on outstanding shares of Preferred Stock shall be paid or declared
and set apart for payment before any dividend shall be paid or declared set
apart for payment on the Common Stock with respect to the same dividend.
If upon any voluntary or involuntary liquidation, dissolution or winding up of
the Company, the assets available for distribution to holders of shares of
Preferred Stock of all series shall be insufficient to pay such holders the
full preferential amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series of Preferred Stock in
accordance with respective preferential amounts (including unpaid cumulative
dividends, if any) payable with respect thereto.
The Board considers it both necessary and advisable to have Preferred Stock
available to (i) allow the Company to act promptly with respect to future
financings which may be necessary to sustain its operations; (ii) to give the
Company the ability to act in connection with possible future acquisition
opportunities; and (iii) for other corporate purposes approved by the Board.
Having authorized preferred shares available for issuance would give the
Company greater flexibility and allow shares of Preferred Stock to be issued
without the expense or delay of a stockholders' meeting, except as may be
required by applicable laws or regulations.
Issuance of Preferred Shares
We presently are in negotiations with third parties and affiliates of the
Company to invest between $500,000 and $1.2 million in cash into the Company.
In exchange for such investment or investments, the Company contemplates
issuing Preferred Stock at a price per share not less than the par value of
such Preferred Stock and at a value that is, in the judgment of management, for
fair value. No fixed timetable has been determined for such proposed
investment; however, if negotiations are successful, we anticipate that such
investment will occur within six weeks of the effective date of the
authorization of the new Preferred Stock. We expect to use the proceeds from
such investment for general corporate purposes, including working capital, and
to pay down existing debt.
Except as described above, we do not have any present plans to issue Preferred
or Common Stock. Future issuance of Preferred or Common Stock will be at the
discretion of the Board of Directors and will not require shareholder approval.
PROPOSAL 6: NAME CHANGE
In conjunction with Proposal 4, the Board of Directors has adopted a resolution
whereby the Company's name would be changed from to "TNT Designs, Inc." to
"Trim Holding Group." The Board of Directors believes that this change is in
the best interests of the Company because the new name better reflects the
Company's corporate identity.
Principal Effects of the Name Change
Changing our name will not have any effect on our corporate status. In the
future, new stock certificates will be issued bearing our new name.
________________________________________________
FORWARD-LOOKING STATEMENTS
This information statement may contain certain "forward-looking" statements (as
that term is defined in the Private Securities Litigation Reform Act of 1995 or
by the U.S. Securities and Exchange Commission in its rules, regulations and
releases) representing our expectations or beliefs regarding our company. These
forward-looking statements include, but are not limited to, statements
concerning our operations, economic performance, financial condition, and
prospects and opportunities. For this purpose, any statements contained herein
that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the generality of the foregoing, words such as
"may," "will," "expect," "believe," "anticipate," "intend," "could,"
"estimate," "might," or "continue" or the negative or other variations thereof
or comparable terminology are intended to identify forward-looking statements.
These statements, by their nature, involve substantial risks and uncertainties,
certain of which are beyond our control, and actual results may differ
materially depending on a variety of important factors, including factors
discussed in this and other of our filings with the U.S. Securities and
Exchange Commission.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and reporting requirements of the Securities
Exchange Act of 1934, as amended, and in accordance with the Securities
Exchange Act, we file periodic reports, documents, and other information with
the Securities and Exchange Commission relating to our business, financial
statements, and other matters. These reports and other information may be
inspected and are available for copying at the offices of the Securities and
Exchange Commission, 100 F Street, N.E., Washington, DC 20549. Our SEC filings
are also available to the public on the SEC's website at http://www.sec.gov
INCORPORATION OF FINANCIAL INFORMATION
We "incorporate by reference" into this Information Statement the information
in certain documents we file with the SEC, which means that we can disclose
important information to you by referring you to those documents. We
incorporate by reference into this information statement the following
documents we have previously filed with the SEC: our annual report on Form 10-K
for period ending September 30, 2008 and our quarterly report on Form 10-Q for
the quarterly periods ended December 31, 2008 and March 31, 2009. You may
request a copy of these filings at no cost, by writing or telephoning us at the
following address:
TNT Designs, Inc.
300 Center Avenue, Suite 202
Bay City MI 48708
Attention: Nitin Amersey, Corporate Secretary
As we obtained the requisite stockholder vote for the Proposals described in
this Information Statement upon delivery of written consents from the holders
of a majority of our outstanding shares of common stock, WE ARE NOT ASKING YOU
FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY . This information
statement is for informational purposes only. Please read this information
statement carefully.
By order of the Board of
Directors,
/s/ Nitin Amersey
Chief Executive Officer and
Chairman
Dated: Bay City, Michigan, September ___, 2009
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