We are furnishing this information statement
to advise you that a majority of the shareholders of Micro Imaging Technology, Inc. (the “Company”) has approved an
amendment to the Company’s Articles of Incorporation which decreases the total number of authorized shares of common stock
from 2,500,000,000 to 25,000,000 and also effects a 1-for-500 reverse split of the issued and outstanding shares of common stock.
This amendment was effected by authority of
the Board of Directors of the Company and the written consent of the holders of a majority of the Company’s Common Stock.
Pursuant to the affirmative vote of the holders
of a majority of the Company’s issued and outstanding Common Stock, the Company’s Articles of Incorporation will be amended to
reflect a change in the number of shares of authorized common stock (the “Amendment”).
The Amendment was approved unanimously by our
Board of Directors. On February 8, 2013, holders of a majority of the shares of our Common Stock acted by written consent to approve
the Amendment.
No action is required by you. The accompanying
Information Statement is furnished only to inform our stockholders of the action described above in accordance with Rule 14c-2
promulgated under the Securities Exchange Act of 1934, as amended.
The amendment to our Articles of Incorporation
will not be effective until a Certificate of Amendment is filed with the California Secretary of State.
PRINCIPAL STOCKHOLDERS AND SECURITY
OWNERSHIP OF MANAGEMENT
The following table sets forth certain information
regarding the ownership of our common stock as of January 24, 2013 (date of Annual Report), by each stockholder known by us to
be the beneficial owner of more than five percent of our outstanding shares of common stock, each director and all directors and
executive officers as a group. Except as otherwise indicated by footnote, each of the named individuals has sole voting and investment
power with respect to the shares of common stock beneficially owned:
|
Name **
|
|
Common
Stock
(1)(2)
|
|
|
% of
Class
|
|
|
Convertible
Preferred
Stock(3)
|
|
|
% of
Class
|
|
|
% of
Voting
Power (4)
|
|
Anthony M. Frank
320 Meadowood Court
Pleasant Hill, CA 94523
|
|
|
124,637,418
|
|
|
|
5.1
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
5.1
|
%
|
Victor A. Hollander
970 Calle Amanecer, Suite F
San Clemente, CA 92673
|
|
|
187,912,100
|
|
|
|
7.7
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
7.7
|
%
|
Gregg J. Newhuis
970 Calle Amanecer, Suite F
San Clemente, CA 92673
|
|
|
925,500,500
|
|
|
|
38.0
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
37.9
|
%
|
Jeffrey G. Nunez
970 Calle Amanecer, Suite F
San Clemente, CA 92673
|
|
|
39,309,454
|
|
|
|
1.6
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
1.6
|
%
|
Catherine A. Patterson
970 Calle Amanecer, Suite F
San Clemente, CA 92673
|
|
|
1,050,679
|
|
|
|
*
|
|
|
|
2,163
|
|
|
|
*
|
|
|
|
*
|
|
Robert A. Pett
970 Calle Amanecer, Suite F
San Clemente, CA 92673
|
|
|
371,483,375
|
|
|
|
15.2
|
%
|
|
|
4,500
|
|
|
|
*
|
|
|
|
15.2
|
%
|
Estate of Harry M. O’Hare, Sr. (5)
1000 El Centro
S. Pasadena, CA 91030
|
|
|
86,483
|
|
|
|
*
|
|
|
|
931,629
|
|
|
|
35.8
|
%
|
|
|
*
|
|
|
All officers and directors as a group (4 persons)
|
|
|
1,153,772,733
|
|
|
|
47.4
|
%
|
|
|
2,163
|
|
|
|
*
|
|
|
|
47.3
|
%
|
*
Less than 1%
**
Includes address of five percent or more shareholders of any class.
|
(1)
|
Includes 83,983 shares of common stock issued upon conversion of Class B common stock held by founder, Harry M. O’Hare, who passed away in November 2006. Pursuant to the restrictions imposed on the Class B common stock by the California Corporation Commission prior to the Company’s initial public offering in 1987, upon the death of Mr. O’Hare, the Class B common stock automatically converts into share of common stock on a share-for-share basis.
|
|
(2)
|
The Convertible Preferred Stock was convertible into common stock only if specified earnings or market prices of the common stock were achieved prior to October 31, 1990. The specified earnings and market prices were not achieved and as of January 31, 1991, we were required to redeem these shares at $0.01 per share as of the fiscal year ended October 31, 1999.
|
|
(3)
|
Reflects the voting rights of the common stock and Convertible Preferred Stock, each of which carries one vote per share.
|
|
(4)
|
Mr. O’Hare, the Company’s founder, passed away on or about November 13, 2006.
|
VOTE REQUIRED
Our Bylaws provide that the affirmative vote
of a majority of the shares of common stock is required to authorize an amendment to the Articles of Incorporation to effect an
alteration in the total number of authorized shares of the Company’s common stock if that alteration occurs simultaneously
with a reverse split of the common stock and the alteration is not pro rata with the reverse. Therefore, a total of 1,198,909,099
shares, representing approximately 50.1% of our outstanding shares of common stock, must be voted in favor of the Amendment in
order for approval to be granted.
AMENDMENT TO ARTICLES OF INCORPORATION
On March 1, 2013, our Board of Directors approved,
subject to receiving the approval of the stockholders of our common stock, the amendment to our Articles of Incorporation in the
form of Exhibit A attached to this Information Statement, to effect a decrease in the total number of authorized shares of the
Company’s common stock from 2,500,000,000 shares to 25,000,000, to occur simultaneously with a reverse of 500-to-1. We have
obtained stockholder approval for the amendment by the affirmative vote of stockholders owning 1,630,849,811 shares, representing
68.0% of our outstanding shares of common stock on the record date of February 22, 2013. The proposed decreases will not become
effective until the Amendment to the Articles of Incorporation of Micro Imaging Technology, Inc., in the form of Exhibit A, is
filed with the California Secretary of State. We expect to make the appropriate filing as soon as practicable.
ACTION — AMENDMENT TO THE COMPANY’S
CERTIFICATE OF
INCORPORATION TO EFFECT A REVERSE STOCK SPLIT
OF COMMON STOCK
Our board of directors and holders of a majority
of the outstanding voting power of the Company’s capital stock have adopted resolutions approving an amendment to the Company’s
Certificate of Incorporation to effect the Reverse Stock Split of our issued and outstanding common stock, as described below.
The form of the amendment to the Company’s
Certificate of Incorporation to effect the Reverse Stock Split of our issued and outstanding common stock will be substantially
as set forth on Appendix A (subject to any changes required by applicable law). The Reverse Stock Split would permit (but not require)
our board of directors to effect a reverse stock split of our issued and outstanding common stock at a ratio of one-for-five hundred
(1:500). Our board of directors reserves the right to elect to abandon the Reverse Stock Split, if it determines, in its sole discretion,
that the Reverse Stock Split is no longer in the best interests of the Company and its stockholders.
Upon effectiveness of the Reverse Stock Split,
each 500 shares of existing common stock, as determined by our board of directors, will be combined into one share of common stock.
Any fractional shares will be rounded up to the next whole number.
Background and Reasons for the Reverse
Stock Split; Potential Consequences of the Reverse Stock Split
Our board of directors is effecting the Reverse
Stock Split with the primary intent of increasing the market price of our common stock and to make our common stock more attractive
to a broader range of institutional and other investors. The Company currently does not have any plans, arrangements or understandings,
written or oral, to issue any of the authorized but unissued shares that would become available as a result of the Reverse Stock
Split. In addition to increasing the market price of our common stock, the Reverse Stock Split would also reduce certain of our
costs, as discussed below. Accordingly, for these and other reasons discussed below, we believe that effecting the Reverse Stock
Split is in the Company’s and our stockholders’ best interests.
We believe that the Reverse Stock Split will
make our common stock more attractive to a broader range of institutional and other investors, as we have been advised that the
current market price of our common stock may affect its acceptability to certain institutional investors, professional investors
and other members of the investing public. Many brokerage houses and institutional investors have internal policies and practices
that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced
stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced
stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent
a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of common
stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value
than would be the case if the share price were substantially higher. We believe that the Reverse Stock Split will make our common
stock a more attractive and cost effective investment for many investors, which will enhance the liquidity of the holders of our
common stock.
We believe that the Reverse Stock Split will
enhance our ability to obtain a potential initial listing on a national exchange. The NASDAQ Capital Market requires, among other
items, an initial bid price of least $4.00 per share and following initial listing, maintenance of a continued price of at least
$1.00 per share. The NYSE MKT requires an initial listing bid price of $3.00 (or $2.00 depending on the applicable listing standard).
Reducing the number of outstanding shares of our common stock should, absent other factors, increase the per share market price
of our common stock, although we cannot provide any assurance that our minimum bid price would remain following the Reverse Stock
Split over the minimum bid price requirement of any such stock exchange.
Reducing the number of outstanding shares of
our common stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our
common stock. However, other factors, such as our financial results, market conditions and the market perception of our business
may adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Stock Split,
if completed, will result in the intended benefits described above, that the market price of our common stock will increase following
the Reverse Stock Split or that the market price of our common stock will not decrease in the future. Additionally, we cannot assure
you that the market price per share of our common stock after a Reverse Stock Split will increase in proportion to the reduction
in the number of shares of our common stock outstanding before the Reverse Stock Split. Accordingly, the total market capitalization
of our common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split.
Procedure for Implementing the Reverse
Stock Split
The Reverse Stock Split would become legally
effective upon the filing of a certificate of amendment to our Certificate of Incorporation with the Secretary of State of the
State of California. However, the exact timing of the reverse, in accordance with SEC regulations and procedures (the “Effective
Time”) that will effect the Reverse Stock Split will be approximately 20 days after the mailing of this information statement.
In addition, our board of directors reserves the right, notwithstanding stockholder approval and without further action by the
stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the amendment to the Company’s
Certificate of Incorporation, our board of directors, in its sole discretion, determines that it is no longer in our best interest
and the best interests of our stockholders to proceed with the Reverse Stock Split.
Effect of the Reverse Stock Split on
Holders of Outstanding Common Stock
Upon effectiveness of the Reverse Stock Split,
each 500 shares of existing common stock will be combined into one new share of common stock. The table below shows, as of February
22, 2013, the number of outstanding shares of common stock (excluding Treasury shares) that would result from the Reverse Stock
Split (without giving effect to the treatment of fractional shares):
|
Reverse
Stock Split Ratio
|
|
Approximate
Number of
Outstanding Shares of
Common Stock
Following the Reverse Stock
Split
|
|
|
|
|
|
|
|
1-for-500
|
|
4,795,636
|
|
The Reverse Stock Split will affect all holders
of our common stock uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except
that as described below in “Fractional Shares,” record holders of common stock otherwise entitled to a fractional
share as a result of the Reverse Stock Split will be rounded up to the next whole number. In addition, the Reverse Stock Split
will not affect any stockholder’s proportionate voting power (subject to the treatment of fractional shares).
After the Effective Time, our common stock
will have new Committee on Uniform Securities Identification Procedures (CUSIP) numbers, which is a number used to identify our
equity securities. After the Reverse Stock Split, we will continue to be subject to the periodic reporting and other requirements
of the Securities Exchange Act of 1934, as amended. Our common stock will continue to be listed on the OTCQB under the symbol “MMTC”
subject to any future decision of our Board of Directors to list our securities on a stock exchange.
Registered “Book-Entry” Holders
of Common Stock (i.e. stockholders that are registered on the transfer agent’s books and records but do not hold stock certificates)
Certain of our registered holders of common
stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not
have stock certificates evidencing their ownership of the common stock. They are, however, provided with a statement reflecting
the number of shares registered in their accounts.
Stockholders who hold shares electronically
in book-entry form with the transfer agent will not need to take action (the exchange will be automatic) to receive whole shares
of post-Reverse Stock Split common stock, subject to adjustment for treatment of fractional shares.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK
CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Fractional Shares
We do not currently intend to issue fractional
shares in connection with the Reverse Stock Split. Therefore, we will not issue certificates representing fractional shares. In
lieu of issuing fractions of shares, we will round up to the next whole number.
Effect of the Reverse Stock Split on
Employee Plans, Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable Securities
Proportionate adjustments are generally required
to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding
options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares
of common stock. This would result in approximately the same aggregate price being required to be paid under such options, warrants,
convertible or exchangeable securities upon exercise, and approximately the same value of shares of common stock being delivered
upon such exercise, exchange or conversion, immediately following the Reverse Stock Split as was the case immediately preceding
the Reverse Stock Split. The number of shares deliverable upon settlement or vesting of restricted stock awards will be similarly
adjusted, subject to our treatment of fractional shares. The number of shares reserved for issuance pursuant to these securities
will be proportionately based upon the reverse stock split ratio of one-for five hundred (1:500), subject to our treatment of fractional
shares.
Accounting Matters
The amendment to the Company’s Certificate
of Incorporation will not affect the par value of our common stock per share, which will remain $0.01 par value per share. As a
result, as of the Effective Time, the stated capital attributable to common stock and the additional paid-in capital account on
our balance sheet will not change due to the Reverse Stock Split. Reported per share net income or loss will be higher because
there will be fewer shares of common stock outstanding.
No Appraisal Rights
Under California law and our charter documents,
holders of our common stock will not be entitled to dissenter’s rights or appraisal rights with respect to the Reverse Stock
Split.
Forward-Looking Statements and Information
This Information Statement includes forward-looking
statements. You can identify our forward-looking statements by the words “expects,” “projects,” “believes,”
“anticipates,” “intends,” “plans,” “predicts,” “estimates” and similar
expressions. The forward-looking statements are based on management’s current expectations, estimates and projections about
us. The Company cautions you that these statements are not guarantees of future performance and involve risks, uncertainties and
assumptions that we cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions
about future events that may prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from what the
Company has expressed or forecast in the forward-looking statements.
You should rely only on the information the
Company has provided in this Information Statement. The Company has not authorized any person to provide information other than
that provided herein. The Company has not authorized anyone to provide you with different information. You should not assume that
the information in this Information Statement is accurate as of any date other than the date on the front of the document.
DISSENTERS’ RIGHTS
Under California Corporation Law, stockholders are not entitled
to dissenters’ rights of appraisal in connection with the proposed amendment.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION
TO
MATTERS TO BE ACTED UPON
Except as disclosed elsewhere in this Information
Statement, none of the following persons has any substantial interest, direct or indirect, by security holdings or otherwise, in
any matter to be acted upon:
|
(i)
|
|
Any director or officer since the beginning of our last fiscal year;
|
|
(ii)
|
|
Any proposed nominee for election as a director; or
|
|
(iii)
|
|
Any associate or affiliate of any of the foregoing persons.
|
The stockholdings of our directors and officers
are listed above in the section entitled “Principal Stockholders and Security Ownership of Management.” No director
has advised that he intends to oppose the Amendment to the Articles of Incorporation, as more particularly described in this Information
Statement.
ADDITIONAL INFORMATION
We are subject to the informational requirements
of the Securities Exchange Act of 1934 and, in accordance with the Securities Exchange Act of 1934, file reports, proxy statements
and other information, including annual reports on Form 10-K and quarterly reports on Form 10-Q, with the Securities and Exchange
Commission. Reports and other information that we file can be inspected and copied at the public reference facilities maintained
at the Securities and Exchange Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of these materials
can be obtained upon written request addressed to the Securities and Exchange Commission, Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The public may obtain information on the operation of the Public Reference Section
by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission also maintains a web
site on the Internet where reports, proxy and information statements and other information regarding issuers that file electronically
with the Securities and Exchange Commission through the Electronic Data Gathering, Analysis and Retrieval System may be obtained
free of charge. The address of the site is
http://www.sec.gov
.
Pursuant to the requirements of the Securities
Exchange Act of 1934, Micro Imaging Technology, Inc. has duly caused this report to be signed by the undersigned thereunto authorized.
Micro Imaging Technology, Inc.
Jeffrey G. Nunez, President
San Clemente, California
Dated: March 4, 2013
