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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
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
NORTHPORT INDUSTRIES , INC.
(Name of Registrant as Specified in its Charter)
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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
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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 number, or the Form
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NORTHPORT INDUSTRIES, INC.
Spur 239 & Alderete Road
Del Rio, Texas 78841
Telephone No.: 830-775-0734
Facsimile No.: 830-775-9575
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
TABLE OF CONTENTS
Introduction
Dissenters' Rights of Appraisal
Interest of Certain Persons in Matters to be Acted Upon
Voting Securities and Principal Holders Thereof
Voting Securities
Security Ownership of Principal Holders and Management
Contractual Arrangements Regarding Changes in Control and Changes in
Control Since the Beginning of the Last Fiscal Year
Preferred Stock Amendments and Prior Issuances of Preferred Stock
Vote Required for Approval
Additional Information
INTRODUCTION
This Information Statement is being furnished to stockholders of
Northport Industries, Inc., a Nevada corporation ("Northport"), in
connection with resolutions providing for amendments to its Articles of
Incorporation to authorize the Board of Directors to set the voting powers,
designations, preferences, limitations, restrictions and relative rights
of any class or series of authorized preferred stock by resolution of the
Board of Directors; to adopt, ratify and approve prior amendments
to the Articles of Incorporation respecting the presently outstanding
preferred stock; and to approve the prior issuance of the outstanding
classes of preferred stock, retroactively (the "Preferred Stock Amendments
and Prior Issuances").
The Board of Directors and persons owning a majority of the outstanding
voting securities of Northport have unanimously adopted, ratified and
approved resolutions to effect the Preferred Stock Amendments and Prior
Issuances; no other votes are required or necessary. See the captions "Voting
Securities and Principal Holders Thereof" and "Vote Required for Approval,"
below.
The Preferred Stock Amendments and Prior Issuances will be effective on
the 21st day following the mailing of a definitive copy of this Information
Statement to the Northport stockholders (the "Effective Date").
To be mailed on or about November 22, 1999
DISSENTERS' RIGHTS OF APPRAISAL
The Nevada Revised Statutes (the "Nevada Law") do not provide for
dissenters' rights of appraisal in connection the Preferred Stock Amendments
and Prior Issuances.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person
has any substantial interest, direct or indirect, by security holdings or
otherwise, in the Preferred Stock Amendments and Prior Issuances, which
is not shared by all other stockholders, except as indicated below.
On July 8, 1998, Northport acquired 100% of the outstanding securities of
JOH Rubber, Inc., an Ontario corporation ("JOH" and the "JOH Purchase"), in
exchange for 193,767 shares of Northport's common stock, designated as
"restricted securities."
400,000 shares of Series A Non-voting Preferred Stock were also
issued to the JOH stockholders on January 8, 1999.
No director or executive officer of Northport had any interest
in the JOH Purchase prior to the completion of the JOH Purchase, except
Matt Baumgartner, an executive officer and director of the Northport, who
owned approximately 40% of JOH at the time of the JOH Purchase.
Matt Baumgartner and Robert Michelini, both of whom are directors
and executive officers of Northport, presently respectively own 160,000 and
95,500 shares of Series A Non-Voting Preferred Stock, which is presently
outstanding. The Preferred Stock Amendments and Prior Issuances will ensure
that these securities have been lawfully issued and are validly outstanding
shares of this class or series of preferred stock. The elimination of any
question regarding the validity of these outstanding shares of preferred stock
will benefit these persons in this respect, but will not otherwise affect
Northport or its financial statements.
A copy of the JOH Purchase, together with all material exhibits, was
attached to the 10-SB Registration Statement (the "Registration Statement") of
Northport, which has been previously filed with the Securities and Exchange
Commission and is incorporated herein by reference. The designations,
preferences, limitations, restrictions and relative rights of this class or
series of preferred stock are set forth under the caption "Description of
Securities," Part I, Item 8, of the Registration Statement, which is
incorporated herein by reference.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
- -----------------
The securities that would have been entitled to vote if a meeting was
required to be held to effect the Preferred Stock Amendments and Prior
Issuances consist of shares of $0.001 par value common stock of Northport.
Each share of common stock is entitled to one vote. The number of outstanding
shares of common stock at the close of business on the date hereof, the record
date for determining stockholders who would have been entitled to notice of
and to vote on the proposed amendments to Northport's Articles of
Incorporation, is 5,309,402.
Security Ownership of Principal Holders and Management.
- ------------------------------------------------------
To the knowledge of management and based upon a review of the stock
ledger maintained by Northport's transfer and registrar agent, Atlas Stock
Transfer of Salt Lake City, Utah, the following table sets forth the
beneficial ownership of persons who own more than five percent of
Northport's common stock as of the date hereof, and the share holdings of
management, to-wit:
Positions Number and Percentage
Name and Address Held of Shares Beneficially Owned
- ---------------- ---- ----------------------------
Fairfax Industries, Inc. 1,488,000 28.02%
46641 Arboretum
Plymouth, Michigan 48170
Cenote Plastics 900,000(4) 16.95%
P. O. Box 421812
Del Rio, Texas 78842-1812
Robert L. Michelini 10,089(3)(5) 00.19%
P. O. Box 1438
Del Rio, Texas 78841
Security Ownership of Management.
- ---------------------------------
The following table sets forth the share holdings of Northport's
directors and executive officers as of the date hereof:
Number of Shares Percentage of
Name and Address Beneficially Owned of Class
- ---------------- ------------------ -------------
[S] [C] [C]
Robert L. Michelini(1)(3) 1,498,089 28.21%
Bradley D. Osgood (1) 1,488,000 28.02%
Matt Baumgartner(2) 1,081,188 20.36%
Fernando Gonzales Garza -0- -0-
Len Baker -0- -0-
(1) Robert L. Michelini and Bradley D. Osgood each own 40% of Fairfax
Industries, Inc. (Fairfax's holdings are included in each person's ownership).
(2) Matt Baumgartner owns 50% of Cenote Plastics, (Cenote's holdings
are included in his ownership), with an additional 10,240 shares in his name,
166,999 in the name of Gecamco International and 3,949 in the name of Gecamex
Associates, Inc. and is the beneficial owner of 160,000 shares of Series A
Non-Voting Preferred Stock, and these computations do not take into account
the shares of common stock of Northport to which this series of preferred
stock is convertible. If these underlying shares of common stock are included
in Mr. Baumgartner's stock ownership, Mr. Baumgartner would control 23.35% of
the Northport's outstanding voting securities.
(3) Mr. Michelini is the beneficial owner of 95,500 shares of Series A
Non-Voting Preferred Stock and these computations do not take into account the
shares of common stock of Northport to which this series of preferred stock is
convertible; these shares of preferred stock are owned by Mr. Michelini's
wife. If these underlying shares of common stock are included in Mr.
Michelini's stock ownership, Mr. Michelini would control 30.01% of Northport's
outstanding voting securities.
Contractual Arrangements Regarding Changes in Control and Changes in Control
Since the Beginning of the Last Fiscal Year
- -------------------------------------------
None.
Preferred Stock Amendments and Prior Issuances Preferred Stock
--------------------------------------------------------------
The Board of Directors and majority stockholders have approved the
Preferred Stock Amendments and Prior Issuances to ensure that all
previously issued and outstanding classes of preferred stock have been duly
authorized and are validly outstanding; the available corporate minutes of
Northport do not reflect appropriate stockholder action respecting the
authorization of the Board of Directors to set the voting powers,
designations, preferences, limitations, restrictions and relative rights
of any class or series of authorized preferred stock by resolution, without
stockholder approval of an amendment to the Articles of Incorporation.
An amendment to the Articles of Incorporation setting the forth rights,
privileges and preferences of the Series A Non-Voting Preferred Stock issued
to JOH was filed with the Secretary of State of Nevada, by resolution of the
Board of Directors, only, though notations in corporate records reflect that
it was approved by persons owing a majority of the outstanding voting
securities of Northport. Further, no amendment or resolutions exist that set
forth the rights, privileges and preferences of the initial class of preferred
stock issued by Northport at or near its inception, of which 5,921 shares are
presently outstanding. Management also believes that it is in the best
interests of Northport and its stockholders to allow the rights, privileges
and preferences of the preferred stock to be set by the Board of Directors
because the process of filing an amendment to the Articles of Incorporation
every time preferred stock is to be issued is time consuming and expensive,
and often, the funding that may have been available if the preferred stock
could have been timely issued, is no longer available.
A Certificate of Amendment will be filed with the Secretary of State of
Nevada, reflecting the Preferred Stock Amendments and Prior Issuances, and
indicating that the Effective Date of these amendments will be the 21st day
following the mailing of a definitive copy of this Information Statement to
the stockholders.
VOTE REQUIRED FOR APPROVAL
Section 78.385 of the Nevada Law provides an outline of the scope of
amendments that a Nevada corporation can make to its Articles of
Incorporation. These include the Preferred Stock Amendments and Prior
Issuances as proposed.
The procedure and requirements to effect an amendment to the Articles of
Incorporation of a Nevada corporation are set forth in Section 78.390 of the
Nevada Law. This Section provides that the proposed amendments must first be
adopted by the Board of Directors, submitted to the stockholders for their
consideration at a special or annual meeting and must be approved by persons
owning a majority of the outstanding voting securities.
Section 78.320 provides that any action required to be taken at a special
or annual meeting of the stockholders of a Nevada corporation may be taken by
written consent, in lieu of a meeting, if the consent is signed by
stockholders owning at least a majority of the voting power.
The Board of Directors of Northport and persons owning in excess of a
majority of the outstanding voting securities of Northport have adopted,
ratified and approved the Preferred Stock Amendments and Prior Issuances
(see the heading "Security Ownership of Principal Holders and Management,"
of the caption "Voting Securities and Principal Holders Thereof," above).
No further votes are required or necessary to effect the proposed amendments.
ADDITIONAL INFORMATION
Additional information concerning Northport, including its annual and
quarterly reports for the past twelve months (or such shorter period as it was
required to file reports) and its 10-SB Registration Statement, as amended,
which have been previously filed with the Securities and Exchange Commission,
may be accessed though the EDGAR Archives, at www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS
November 22, 1999 Robert Michelini,
President and Director
