UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
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☐ Preliminary Information Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
☑ Definitive Information Statement
Optec International, Inc.
(Name of Registrant as Specified In Its Charter)
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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Regulation 14C
of the Securities Exchange Act of 1934 as amended
OPTEC INTERNATIONAL, INC.
2721 Loker Avenue West
Carlsbad, CA 92010
(760) 444-5566
www.OptecIntl.com
NOTICE OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
TO THE STOCKHOLDERS OF OPTEC INTERNATIONAL, INC:
NOTICE IS HEREBY GIVEN that, on February 5, 2019, the holders of more than a majority of the voting power of Optec International, Inc., a Wyoming Corporation (the “Company,” “we” or “us”), approved the following action without a meeting of stockholders in accordance with the Nevada Revised Statutes:
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An amendment to our Articles of Incorporation, as amended, to effect an increase in our authorized shares of common stock from 75,000,000 to 150,000,000.
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement (the “Information Statement”) has been filed with the Securities and Exchange Commission (the “Commission”) and is being furnished to the holders (the “Stockholders”) of shares of common stock, (the “Common Stock”), of Optec International, Inc. (the “Company”) for informational purposes only, pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder. We are sending you this Information Statement to notify you that on or about February 5, 2019, the Stockholders holding a majority voting rights of our Common Stock (the “Majority Stockholders”) approved by written consent in lieu of a meeting of Stockholders, the following actions (collectively the “Corporate Actions”) that the Corporation shall amend its Certificate of Incorporation to effect an increase in our authorized shares of Common Stock from 75,000,000 to 150,000,000 by filing the documents with the Secretary of State of Wyoming in the form attached hereto as Exhibit A (the “Amendment”).
Our Board of Directors is not soliciting your proxy or consent in connection with the Corporate Actions. You are urged to read this Information Statement carefully and in its entirety for a description of the Corporate Actions taken by the Majority Stockholders. Stockholders who were not afforded an opportunity to consent or otherwise vote with respect to the Corporate Actions taken have no right under Wyoming corporate law or the Company’s Certificate of Incorporation or Bylaws to dissent or require a vote of all Stockholders.
The Corporate Actions will not become effective before a date which is twenty (20) calendar days after this Information Statement is first mailed to Stockholders. The Information Statement is being mailed on or about February 21, 2019, to Stockholders of record on the Record Date. The entire cost of furnishing this Information Statement will be borne by the Company. We anticipate that the actions contemplated herein will be effected on or about the close of business on March 13, 2019.
We have asked or will ask brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of our common stock held of record by such persons.
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By Order of the Board of Directors,
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/s/ Peter Sollenne
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Peter Sollenne
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Chairman of the Board, Chief Executive Officer and President
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PLEASE NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(c) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
GENERAL INFORMATION
This Information Statement is being first mailed on or about February 11, 2019, to stockholders of the Company by the Board of Directors of the Company (the
“Board of Directors”
) to provide material information regarding corporate actions that have been approved by the Written Consent of the holders of the majority of the voting rights of our Common Stock.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE APPROVAL OF THE COMPANY’S ACTIONS HEREIN.
The entire cost of furnishing this Information Statement will be borne by the Company.
OUTSTANDING VOTING SECURITIES
The Company is currently authorized to issue up to Seventy Five Million (75,000,000) shares of Common Stock. As of the record date of February 5, 2019, we had 9,518,732 shares of Common Stock issued and outstanding.
Common Stock
The Company currently has 75,000,000 shares of common stock authorized, of which 9,518,732 shares were issued and outstanding as of the Record Date. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Holders of common stock have no cumulative voting rights. In the event of liquidation, dissolution or winding down of the Company, the holders of shares of common stock are entitled to share, pro rata, in all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion rights or redemption or sinking fund provisions with respect to the common stock. All of the outstanding shares of common stock are validly issued, fully paid and non-assessable.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION.
ACTION TO BE TAKEN
The Authorized Share Increase will become effective on the date that we file the Certificate of Amendment for that amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Wyoming. The Amendment for the Authorized Share Increase with the Secretary of State of the State of Wyoming has been filed after the twentieth (20th) day following the date on which the Definitive Information Statement was mailed to the Stockholders.
INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
GENERAL
The number of authorized shares of our common stock will be increased from seventy five million (75,000,000) shares to one hundred and fifty million (150,000,000) shares (the "Authorized Share Increase").
PURPOSE AND EFFECT OF INCREASING THE NUMBER OF AUTHORIZED SHARES
The Board believes the Authorized Share Increase is necessary and advisable in order to maintain our financing of convertible debt and capital raising ability and generally to maintain our flexibility in today’s competitive and rapidly changing environment. The additional seventy five million (75,000,000) shares of common stock so authorized will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, stock options or other corporate purposes. The additional shares of common stock could be used for potential strategic transactions, including, among other things, acquisitions, strategic partnerships, joint ventures, restructurings, business combinations and investments, although there are no immediate plans to do so. Assurances cannot be provided that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value or that they will not adversely affect the Company’s business or the trading price of the common stock. The Board has no current plans to issue any of the additional shares of common stock that would be authorized by this proposal. The Company does not anticipate that it would seek authorization from the stockholders for issuance of such additional shares unless required by applicable law or regulations.
The increase in the authorized number of shares of common stock and any 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 common stock could (within the limits imposed by applicable law and stock exchange regulations) 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 the additional shares of common 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 is not aware of any attempt to take control of the Company and has not presented this proposal with the intention that the increase in the number of authorized shares of Common stock be used as a type of antitakeover device. Any additional common stock, when issued, would have the same rights and preferences as the shares of common stock presently outstanding.
VOTING SECURITIES
As of the date of this Information Statement, our voting securities consist of our Common Stock, of which 9,518,732 shares are outstanding. Approval of the Amendment requires the affirmative consent of a majority of the shares of our Voting Stock issued and outstanding at February 5, 2019 (the “Record Date”). The quorum necessary to conduct business of the stockholders consists of a majority of the Voting Stock issued and outstanding as of the Record Date.
The approval of this action by written consent is made possible in accordance with the provisions of W.S. 17-16-205 of the General Corporations laws of Wyoming, which provides that any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if, before the action, a written consent of the majority Board of Directors and which provides that the written consent of the holders of outstanding shares of voting stock, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted for such a meeting. In order to eliminate the costs involved in holding a special meeting, our Board of Directors elected to utilize the written consent of the holders of more than a majority of our voting securities.
REGARDING THIS INFORMATION STATEMENT
The entire cost of furnishing this Information Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith. The Board of Directors has fixed the close of business on February 5, 2019, as the record date (the “Record Date”) for the determination of Stockholders who are entitled to receive this Information Statement.
Each share of our common stock entitles its holder to one vote on each matter submitted to the stockholders. However, because the stockholders holding at least a majority of the voting rights of all outstanding shares of capital stock as of the Record Date have voted in favor of the foregoing actions by resolution; and having sufficient voting power to approve such proposals through their ownership of the capital stock, no other consents will be solicited in connection with this Information Statement.
You are being provided with this Information Statement pursuant to Section 14C of the Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance therewith, the forgoing action will not become effective until at least 20 calendar days after the mailing of the Information Statement.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
The column entitled “Percentage of Class” is based on 9,518,732 shares of common stock outstanding as of February 5, 2019. Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Except as otherwise noted, we believe the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.
Name and Address
1
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Amount and Nature of Beneficial
Ownership
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Percentage of Class(5)
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Marcus Pawson (2)
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2,945,000
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30.9
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%
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Roger Pawson
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236,094
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2.5
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%
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Optimized Fuel Technologies (3)
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1,500,000
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15.8
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%
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International Partners Holdings
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158,601
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1.6
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%
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Peter Sollenne (4)
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5,000
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.05
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%
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All Officers and Shareholders as a Group
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4,839,695
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50.85
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%
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(1)
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Unless otherwise indicated, the address of such individual is c/o the Company.
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(2)
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Marcus Pawson is Vice President of International Sales.
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(3)
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Optimized Fuel Technologies was issued stock for licensing rights.
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(5)
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As of the Record Date the Company has 9,518,732 shares of Common Stock outstanding.
Wyoming Statute 17-16-205
, provides in substance that unless the Company’s Articles of Incorporation provides otherwise, stockholders
holding a majority of the voting power of the affected class or series
may take action without a meeting of stockholders and without prior notice if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present.
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ADDITIONAL INFORMATION
We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission (the "SEC"). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
This Information Statement is provided to the holders of common stock of the Company only for information purposes in connection with the Authorized Share Increase, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
By Order of the Board of Directors
/s/ Peter Sollenne
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Name: Peter Sollenne
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Title: Chief Executive Officer
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Dated: February 21, 2019
EXHIBIT A
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION