SCHEDULE 14C
Information Required in Information Statement
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange
Act of 1934
(Amendment No. )
Check the appropriate box:
|_| Preliminary Information Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
|X| Definitive Information Statement
Hertz Technology Group, Inc.
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(Name of Registrant as Specified in Charter)
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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)
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is calculated and state how it was
determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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HERTZ TECHNOLOGY GROUP, INC.
75 Varick Street
New York, New York 10013-1917
Notice of Proposed Action by Written Consent of
A Majority of the outstanding Common Stock
to be taken on or about
October 30, 1998
To the Stockholders of Hertz Technology Group, Inc.:
Notice is hereby given that an Action by Written Consent by the holders of
a majority of the outstanding Common Stock of Hertz Technology Group, Inc. (the
"Company") consisting of Eli E. Hertz and his wife, Marilyn, the principal
officers and largest stockholders of the Company is proposed to be taken on or
about October 30, 1998 to amend the Company Certificate of Incorporation to
provide for a reverse stock split of one share of common stock for each three
shares of common stock outstanding.
Only stockholders of record at the close of business on October 6, 1998
are entitled to Notice of the Proposed Action by Written Consent. The Company is
not soliciting proxies.
Dated: October 9, 1998
By Order of the
Board of Directors
Eli E. Hertz
Chairman of the Board,
President and Chief Executive Officer
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HERTZ TECHNOLOGY GROUP, INC.
INFORMATION STATEMENT
This Information Statement is being furnished to holders of Common Stock,
$.001 par value per share ("Common Stock") of Hertz Technology Group, Inc. (the
"Company") in connection with a Proposed Action by Written Consent pursuant to
Sections 228 and 242 of the Delaware General Corporation Law to be taken by the
holders of a majority of the Company's outstanding Common Stock on or about
October 30, 1998. Such action will approve an amendment to the Company's
Certificate of Incorporation authorizing a three for one reverse stock split of
the Company's Common Stock. The address of the Company's principal executive
office is 75 Varick Street, New York, New York 10013-1917.
Upon filing of the amendment to the Company's Certificate of Incorporation
each three (3) shares of Common Stock of the Company (the "Old Common Stock")
issued and outstanding or held in the treasury of the Company shall be combined,
reclassified and changed into one (1) fully paid and nonassessable share of
Common Stock (the "New Common Stock"). Each holder of record of a Certificate
for one (1) or more shares of the Old Common Stock shall be entitled to receive
upon surrender of such Certificate a Certificate representing the largest whole
number of shares of Common Stock to which the holder shall be entitled pursuant
to the one for three reverse stock split. Any Certificates for shares of Old
Common Stock not so surrendered shall be deemed to represent one (1) share of
New Common Stock for each three (3) shares of Old Common Stock previously
represented by such Certificate.
No fractional shares of Common Stock or scrip representing fractional
shares shall be issued upon such combination of the Old Common Stock into shares
of New Common Stock. Instead, the Company shall round the number of shares to be
received to the nearest whole number of shares.
Although each Shareholder's stockholdings will be reduced by two-thirds,
his pro rata interest in the Company and in its outstanding stock will remain
the same. Except for the fact that the number of each Stockholder's shares of
Common Stock will be reduced, in all other respects the shares of New Common
Stock will be identical with the shares of Old Common Stock. The purpose of such
action is to raise the market price of the Company's Common Stock to above $1.00
per share so as to meet the NASDAQ requirements to avoid delisting. The Company
intends to apply for listing of the New Common Stock on NASDAQ, the same
exchange on which the Old Common Stock is listed.
<PAGE>
The Company's Common Stock has traded a low of $.59 and a high of $.97 for
the period between August 1, 1998 and September 15, 1998.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The approximate date on which this Information Statement will be mailed to
Shareholders is October 9, 1998.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
At the Record Date the Company had outstanding approximately 3,253,249
shares of Common Stock, par value $.001 per share. Each share outstanding
entitles the holder thereof to one vote.
The Board of Directors has fixed the close of business on October 6, 1998
as the record date (the "Record Date") for the determination of stockholders
entitled to notice of the Proposed Action by Written Consent.
Eli E. Hertz, Chairman of the Board, President and Chief Executive Officer
of the Company and his wife, I. Marilyn Hertz, Vice Chairperson, Secretary and
Director of the Company, together holding an aggregate of 1,668,394 shares of
Common Stock as of the Record Date representing more than a majority of the
Company's outstanding stock have indicated that they will sign a consent to the
action required to effect the proposed reverse stock split, which consent will
be sufficient without more to provide the necessary stockholder approval to such
action.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information with respect to
beneficial ownership of the Company's Common Stock on September 24, 1998 by (i)
each person who is known by the Company to own beneficially more than five
percent (5%) of the Company's Common Stock; (ii) each of the Company's officers
and directors; and (iii) all officers and directors as a group:
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<TABLE>
<CAPTION>
Name and Address(1) Position With Company Number of Shares Percent of Shares
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<S> <C> <C> <C>
Chairman,
President and Chief
Eli E. Hertz Executive Officer; Director 1,762,977(2) 42%(6)
Vice Chairperson,
I. Marilyn Hertz Secretary and Director 905,417(3) 28%
Senior Vice President,
Principal Financial
Officer,
Chief Accounting Officer
Barry J. Goldsammler and Director 83,333(4) (7)
Beryl Ackerman Director 2,500(5) (7)
Bruce Borner Director 2,700(5) (7)
All Officers and
Directors as a Group
(5 persons) 2,756,927 65%(8)
</TABLE>
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(1) The address of all the persons listed above is c/o Hertz Technology Group,
Inc., 75 Varick Street, 11th Floor, New York, New York 10013.
(2) Includes 900,000 shares and 83,333 shares issuable upon exercise of
currently exercisable options at $5.50 per share and $1.50 per share
respectively.
(3) Includes 16,667 shares issuable upon exercise of currently exercisable
options at $1.50 per share.
(4) Includes 8,333 shares issuable upon exercise of currently exercisable
options at $1.50 per share.
(5) Includes 2,500 shares issuable upon exercise of currently exercisable
options at $1.50 per share.
(6) Assumes that all currently exercisable options by such person have been
exercised.
(7) Less than 1%
(8) Assumes all currently exercisable options by officers and directors are
exercised.
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