posted November 04, 2004 18:52
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------- SCHEDULE 14C
(RULE 14C-101)
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
ITEC ENVIRONMENTAL GROUP, INC.
(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:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4)Proposed maximum aggregate value of securities:
(5)Total fee paid:
[ ]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:
ITEC ENVIRONMENTAL GROUP, INC.
693 Hi Tech Parkway, Suite 3
Oakdale, California 95361
(209) 881-3523
INFORMATION STATEMENT
PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY
Oakdale, California
November ___, 2004
This information statement has been mailed on or about
November ___, 2004 to the stockholders of record on November 3,
2004 (the "Record Date") of Itec Environmental Group, Inc., a
Delaware corporation (the "Company") in connection with certain
actions taken by the written consent of the stockholders of the
Company holding a majority of the outstanding shares of common
stock as of November 3, 2004 (the "Resolution Date"). The actions to
be taken pursuant to the written consent shall be taken on or around
20 days following the mailing of this information statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO
STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL
BE DESCRIBED HEREIN.
By Order of the Board of Directors,
/s/ Gary De Laurentiis
Chief Executive Officer
NOTICE OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF
STOCKHOLDERS OF THE COMPANY HOLDING A MAJORITY OF THE OUTSTANDING
SHARES OF COMMON STOCK IN LIEU OF A SPECIAL MEETING OF THE
STOCKHOLDERS, DATED NOVEMBER 3, 2004
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the following action will
be taken pursuant to the written consent of the stockholders of the
Company holding a majority of the outstanding shares of common
stock dated November 3, 2004, in lieu of a special meeting of the
stockholders. Such action will be taken on or around 20 days
following the mailing of this information statement:
The Board of Directors of the Company have been authorized
to amend the Company's Certificate of Incorporation, as amended, to
implement a reverse split of the Company's common stock at a
ratio of 1-165.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized
capitalization consisted of 750,000,000 shares of Common Stock, of
which 667,163,992 shares were issued and outstanding as of the
Record Date, and 10,000,000 shares of Preferred Stock, of which no
shares were issued and outstanding as of the Record Date. Holders of
Common Stock of the Company have no preemptive rights to acquire
or subscribe to any of the additional shares of Common Stock.
Each share of Common Stock entitles its holder to one vote on
each matter submitted to the stockholders. However, because
stockholders holding at least a majority of the voting rights of all
outstanding shares of capital stock as at the Record Date have voted
in favor of the foregoing proposals by resolution dated November 3,
2004, and having sufficient voting power to approve such proposals
through their ownership of capital stock, no other stockholder
consents will be solicited in connection with this Information
Statement.
Pursuant to Rule 14c-2 under the Securities Exchange Act of
1934, as amended, the proposals will not be adopted until a date at
least 20 days after the date on which this Information Statement has
been mailed to the stockholders. The Company anticipates that the
actions contemplated herein will be effected on or about the close of
business on the date which is 20 days subsequent to the mailing of
this information statement.
This Information Statement will serve as written notice to
stockholders pursuant to Section 222 of the General Corporation Law
of the State of Delaware.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
Reverse-Split
On November 3, 2004, the stockholders of the Company
holding a majority of the outstanding shares of common stock
approved an amendment to the Company's Certificate of
Incorporation, as amended, to reverse split the Company's issued and
outstanding common stock at a ratio of 1-165 (the "Reverse-Split").
The Reverse-Split will be effected by filing an amendment to
the Company's Certificate of Incorporation. Subsequent to the
Reverse-Split, the number of issued and outstanding shares of the
Company's common stock will be reduced in accordance with the
ratio, and the total number of authorized shares of the Company's
common stock will not be correspondingly reduced. The Reverse-
Split will become effective upon the filing of the amendment with the
Delaware Secretary of State. The Company's Board of Directors may,
at its sole discretion, elect not to implement the Reverse-Split.
Upon filing the amendment to reverse-split the outstanding shares of
common stock, the Company's Certificate of Incorporation will be
amended by adding the following Section 5 to Article 4:
"Section 5. Reverse-Split. Effective upon filing by the Secretary of
State of the State of Delaware of this Amendment to the Certificate of
Incorporation (the "Effective Time"), and without decreasing the
authorized capital stock of the Corporation, each one hundred sixty
five (165) shares of common stock of the Corporation, par value
$.001 per share, issued and outstanding or reserved for issuance or
held in treasury (the "Old Common Stock"), shall automatically, and
without any action by the holder thereof, be reclassified into one (1)
share of common stock of the Corporation, par value $.001 per share
(the "New Common Stock")."
Purpose and Background of the Reverse-Split
The Company's primary objective in engaging in a Reverse-
Split is to attempt to raise the per share trading price of its common
stock. The Board of Directors of the Company believes that raising
the market price of its common stock improves the marketability of
the common stock to institutional investors and other members of the
investing public. Decreasing the number of shares of common stock
outstanding should not, in and of itself, affect the marketability of the
shares, the type of investor who would be interested in acquiring
them, or the Company's reputation in the financial community. In
practice, however, many investors and market makers consider low-
priced stocks as unduly speculative in nature and, as a matter of
policy, avoid investment and trading in such stocks. The presence of
these negative perceptions may adversely affect not only the pricing
of the Company's common stock but also its trading liquidity. In
addition, these perceptions may affect the Company's commercial
business and its ability to raise additional capital through equity and
debt financings.
The Company hopes that the decrease in the number of shares
of its outstanding common stock resulting from the Reverse-Split, and
the anticipated increase in the per share trading price, will encourage
greater interest in its common stock among members of the financial
community and the investing public. However, the possibility exists
that stockholder liquidity may be adversely affected by the reduced
number of shares which would be outstanding if the Reverse-Split is
effected, particularly if the price per share of the Company's common
stock begins a declining trend after the Reverse-Split is effected.
The Company cannot be certain that the Reverse-Split will
achieve any of the desired results, or that the price per share of its
common stock immediately following the Reverse-Split will increase,
or that the increase, if any, will be sustained for any period of time.
The Company is not aware of any present efforts by anyone to
accumulate its common stock, and the proposed Reverse-Split is not
intended to be an anti-takeover device.
The reason for the Reverse-Split is to increase the per share
stock price. The Company believes that if it is successful in
maintaining a higher stock price, the stock will generate greater
interest among professional investors and institutions. If the Company
is successful in generating interest among such entities, it is
anticipated that the shares of its common stock would have greater
liquidity and a stronger investor base. No assurance can be given,
however, that the market price of the Company's shares will rise in
proportion to the reduction in the number of outstanding shares
resulting from the Reverse-Split.
As a result of the Reverse-Split, the Company will have
approximately 745,956,582 authorized unissued shares of
common stock, which shares may be issued in connection with
acquisitions or subsequent financings. There can be no assurance that
the Company will be successful in making any such acquisitions or
obtaining any such financings. Currently, the Company has no current
plans for the issuance of the shares of common stock for acquisitions
or financings. In addition, the Reverse-Split has potentially dilutive
effects on each of the shareholders. Each of the shareholders may be
diluted to the extent that any of the authorized but unissued shares are
subsequently issued.
The Reverse-Split will not alter any shareholder's percentage
interest in the Company's equity. The principal effects of the
Reverse-Split will be that the number of shares of Common Stock
issued and outstanding will be reduced from 667,163,992 to
approximately 4,043,418.
Effects of the Reverse-Split
The principal effects of the Reverse-Split will be to decrease
the number of outstanding shares of the Company's common stock.
However, the total number of shares of the Company's common stock
authorized for issuance will remain at 750,000,000. By decreasing the
number of outstanding shares of common stock without altering the
aggregate economic interest represented by those shares, the
Company believes the market price will be proportionally increased.
Each share of the Company's common stock that is
outstanding immediately prior to the Reverse-Split will, immediately
following the Reverse-Split, represent a fraction (one-one hundred
sixty fifth) of a share of the Company's common stock. The total
number of shares of common stock held by each stockholder will be
recomputed automatically following the Reverse-Split. If the total
number of shares of the Company's common stock held by a
stockholder immediately prior to the Reverse-Split is not evenly
divisible by the ratio chosen by the Board of Directors, that
stockholder will not receive a fractional share but instead will receive
a full share of common stock. In lieu of issuing fractional shares, the
Company will issue to any shareholder who otherwise would have
been entitled to receive a fractional share as a result of the reverse
split an additional full share of its common stock. The total number
of authorized shares of the Company's preferred stock will not be
affected by the Reverse-Split.
The proposed amendment to the Company's Certificate of
Incorporation to effect the Reverse-Split will not otherwise alter or
modify the rights, preferences, privileges or restrictions of the
Company's common stock.
We are currently seeking additional investments in order to
develop our operations although we do not have definitive plans at
this time. Financing transactions may include the issuance of equity or
debt securities, obtaining credit facilities, or other financing
mechanisms. If we issue additional equity or debt securities,
stockholders may experience additional dilution or the new equity
securities may have rights, preferences or privileges senior to those of
existing holders of our common stock. If additional financing is not
available or is not available on acceptable terms, we may have to
curtail our operations. We presently do not have definitive plans for
additional investments.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table presents information about the beneficial
ownership of our common stock, as of the Record Date, by:
each person or entity who is known by us to own beneficially more
than 5% of the outstanding shares of our common stock;
each of our directors;
each of our named executive officers; and
all directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities, subject to
community property laws, where applicable. The percentage of
beneficial ownership is based on 667,163,992 shares of common
stock outstanding as of the Record Date.
Name and Address of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership of Class
Gary De Laurentiis 9,854,803 1%
Andrea Videtta 7,500,000 1%
David M. Otto 72,000,000 10%
George Kanakis 7,500,000 1%
Jeff Chartier 7,500,000 1%
MTI Properties 76,086,000 11%
Frederick W. Smith, Jr. 22,130,812 3%
The BHI Group, Inc. 42,500,000 6%
Directors and Officers
as a Group 54,485,615 5%
(1) Unless otherwise indicated, each person has sole investment and
voting power with respect to the shares indicated. For purposes of this
table, a person or group of persons is deemed to have "beneficial
ownership" of any shares which such person has the right to acquire
within 60 days as of November 3, 2004.
By Order of the Board of Directors,
/s/ Gary De Laurentiis
------------------------
Gary De Laurentiis
Chief Executive Offer
Oakdale, California
November 3, 2004
EXHIBIT A
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
ITEC ENVIRONMENTAL GROUP, INC.
The undersigned, being the Chief Executive Officer and acting
Secretary of ITEC ENVIRONMENTAL GROUP, INC., a corporation
existing under the laws of the State of Delaware, does hereby certify
under the seal of the said corporation as follows:
1. The name of the Corporation (hereinafter referred to as the
"Corporation") is Itec Environmental Group, Inc. The date of filing
the original Certificate of Incorporation with the Secretary of State of
Delaware was March 28, 2000. The date of the filing of the Restated
Certificate of Amendment to the Certificate of Incorporation with the
Secretary of the State of Delaware was August 30, 2002.
2. The certificate of incorporation of the Corporation is hereby
amended by adding the following Section 5 to Article 4:
"Section 5. Reverse-Split. Effective upon filing by the Secretary of
State of the State of Delaware of this Amendment to the Certificate of
Incorporation (the "Effective Time"), and without decreasing the
authorized capital stock of the Corporation, each one hundred sixty
five (165) shares of common stock of the Corporation, par value
$.001 per share, issued and outstanding or reserved for issuance or
held in treasury (the "Old Common Stock"), shall automatically, and
without any action by the holder thereof, be reclassified into one (1)
share of common stock of the Corporation, par value $.001 per share
(the "New Common Stock")."
3. The amendment of the certificate of incorporation herein
certified has been duly adopted by the unanimous written consent of
the Corporation's Board of Directors and the holders of a majority of
the Corporation's outstanding common stock in accordance with the
provisions of Sections 141(f), 228 and 242 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be hereunto affixed and this Certificate of Amendment of the
Corporation's Certificate of Incorporation, as amended, to be signed
by Gary De Laurentiis, its Chief Executive Officer and Acting
Secretary, this ___ day of ________________, 2004.
ITEC ENVIRONMENTAL GROUP, INC.
By:_______________________________
Gary De Laurentiis, Chief Executive
Officer and Acting Secretary
</TEXT>
</DOCUMENT>
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posted November 04, 2004 18:52
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