SCHEDULE 14C
(RULE 14C-101)
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:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by
Rule 14c-5(d)(2))
[ ] Definitive Information Statement
AIRTRAX, INC.
(NAME OF REGISTRANT AS SPECIFIED IN 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 (set forth the amount on which
the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(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:
AIRTRAX, INC.
870B Central Avenue
Hammonton, New Jersey 08037
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the
stockholders of AirTrax, Inc., a New Jersey corporation (the
"Company"), in connection with the proposed adoption of a
Certificate of Amendment to the Company's Certificate of Incorporation
(the "Amendment") by the written consent of the holders of a majority
in interest of the Company's voting capital stock ("Voting Capital
Stock") consisting of the Company's outstanding Common Stock, no
par value ("Common Stock"), and outstanding 5% Voting Preferred Stock,
no par value ("Preferred Stock"). The Company's Board of Directors on
December 13, 2000, approved and recommended that the Certificate
of Incorporation be amended in order to increase the Company's
authorized Common Stock from 5,000,000 shares to 10,000,000 shares. A
consent of shareholders holding in excess of a majority of the Voting
Capital Stock approving the Amendment was executed on December 15, 2000.
The proposed Amendment will become effective upon the filing of the
Amendment with the Secretary of State of the State of New Jersey.
The Company anticipates that the filing of the Amendment will occur on or
about January __, 2001. If the proposed Amendment was not adopted by
written consent, it would have been required to be considered by the Company's
stockholders at special stockholders' meeting convened for the specific
purpose of approving the Amendment.
The elimination of the need for a special meeting of stockholders to
approve the Amendment is made possible by Section 14A:5-6 of the New Jersey
Business Corporations Act (the "NJBCA") which provides that the written consent
of the holders of outstanding shares entitled to vote at a meeting of
stockholders, having not less than the minimum number of votes which 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 special meeting. Pursuant to Section 14A:5-6 of the NJBCA, a majority of
the outstanding shares of voting capital stock entitled to vote thereon is
required in order to amend the Company's Certificate of Incorporation. In
order to eliminate the costs and management time involved in holding a
special meeting and in order to effect the Amendment as early as possible in
order to accomplish the purposes of the Company as hereafter described, the
Board of Directors of the Company voted to utilize the written consent of
the holders of a majority in interest of the Voting Capital Stock of the
Company. As discussed hereafter, the Board of Directors has recommended
the increase in the Company's authorized Common Stock from 5,000,000 to
10,000,000 in order to complete its business plan through future financings,
which may include the sale of its Common Stock in private or public offerings.
The record date established by the Company for purposes of determining
the number of outstanding shares of Voting Capital Stock of the Company is
December 13, 2000 (the "Record Date"). On the Record Date, Peter Amico, the
Company's President and Chairman, and Arcon Corp., a corporation wholly owned
by Mr. Amico ("Affiliate"), own in the aggregate 1,679,071 shares of Common
Stock and 275,000 shares of Preferred Stock of the Company of the Company.
Each share of Preferred Stock is entitled to cast 10 votes on all matters
brought for shareholder vote. On the Record Date, Mr. Amico and the Affiliate
own 4,429,071 (or 58.45%) of a total of 7,578,012 outstanding Voting Capital
Stock of the Company (after giving effect to the 10 for one rights of the
Preferred Stock) entitled to vote on this matter. Mr. Amico and the Affiliate
gave their written consent to the adoption of the Amendment described in this
Information Statement on December 15, 2000. The written consent to
the Amendment by the majority shareholders of Voting capital Stock becomes
effective on upon the filing of the written consent with the Secretary of
the Company. The Company will prepare and file a Certificate of Amendment
to its Certificate of Incorporation with the State of New Jersey effecting
the increase in the Company's authorized common stock. The Company
anticipates that the filing of the Amendment will occur on or about
January __, 2001. The date on which this Information Statement was
first sent to the stockholders on or about January __, 2001.
Pursuant to Section 14A:5-6 of the NJBCA, the Company is required to
provide at least 10 days advance written notice of the taking of the corporate
action without a meeting to stockholders who have not consented in writing to
such action. Inasmuch as the Company will have provided to its stockholders of
record this Information Statement, the Company will notify its stockholders
at the time of distribution of its next Form 10-KSB of the effective date of
the Amendment. No additional action will be undertaken pursuant to such
written consents, and no dissenters' rights under the NJBCA are afforded to
the Company's stockholders as a result of the adoption of the Amendment.
OUTSTANDING VOTING STOCK OF THE COMPANY
As of the Record Date, there were 4,828,012 shares of Common Stock and
275,000 shares of Preferred Stock outstanding. Each share of Common Stock
entitles the holder thereof to one vote on all matters submitted to
stockholders. Each share of Preferred Stock entitles the holder thereof to 10
votes on all matters submitted to stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table identifies as of the Record Date information
regarding the current directors and executive officers of the Company
and those persons or entities who beneficially own more than 5% of its
Common Stock and Preferred Stock of the Company:
Percentage of Percentage of
Common Stock Preferred Common Stock Preferred Stock
Beneficially Voting Stock Beneficially Beneficially
Name(1) Owned(2) Rights(3) Owned(2) Owned(3)
----------------------------------------------------------------------
[S] [C] [C] [C] [C]
Peter Amico
President and
Chairman 1,719,071(4) 2,750,000 35.31% 100%
D. Barney Harris 90,494(5) -0- 1.87% -0-
Vice President and
Director
Frank Basile 105,128(6) -0- 2.18% -0-
Director
James Hudson 55,800(7) -0- 1.16% -0-
Director
John Watt Jr. 109,000(8) -0- 2.26% -0-
Secretary and
Director
Daniel H. Luciano 21,375 -0- 0.44% -0-
Director
All directors 2,100,868(9) 2,750,000 43.05%(9) 100%
and executive
officers as a
group (6 persons)
-----------------
(1). The address of each beneficial owner is 870-B Central Avenue
Hammonton, New Jersey 08037, the address of the Company.
(2). Based on 4,828,012 shares of common stock outstanding as of
the Record Date, except that shares of common stock underlying options or
warrants exercisable within 60 days of the date hereof are deemed to be
outstanding for purposes of calculating the beneficial ownership of securities
of the holder of such options or warrants.
(3). Based upon 275,000 outstanding shares of preferred stock after giving
effect to the 10 for 1 voting rights.
(4). The amount is comprised of (i) 1,619,071 shares of common stock held by
Arcon Corp., a corporation wholly owned by Mr. Amico, (ii) 60,000 shares of
common stock held by Mr. Amico, and (iii) 40,000 shares of common stock
underlying options exercisable pursuant to Mr. Amico's employment agreement.
(5). The amount includes 12,500 shares of common stock underlying options
exercisable to Mr. Harris' employment agreement.
(6). The amount includes 5,128 shares held by an affiliate, and 10,000
shares held by Mr. Basile's spouse.
(7). The amount includes 44,500 shares held by an affiliate.
(8). The amount includes 100,000 shares held jointly with his wife, and 4,000
held by an affiliate.
(9). The amount includes shares of common stock underlying options held by
Mr. Amico in the amount of 40,000, and Mr. Harris in the amount of 12,500.
AMENDMENT TO CERTIFICATE TO EFFECT INCREASE
AUTHORIZED SHARES OF CAPITAL STOCK
GENERALLY.
------------
The Board of Directors of the Company proposes to amend paragraph 5
of the Company's Certificate of Incorporation to increase the number of
authorized shares of common stock, no par value, from 5,000,000 to 10,000,000.
REASONS FOR THE PROPOSED INCREASE IN AUTHORIZED SHARES.
The Company is currently authorized to issue 5,000,000 shares of Common Stock,
no par value, of which 4,828,012 shares were issued and outstanding at
the close of business on the Record Date. The Company will require additional
capital to complete its business plan, which includes the commercialization and
sale of its omni-directional forklift. The Company will seek to aquire the
necessary capital through future financings, including the private and public
sale of its Common Stock. Although the Company has had discussions with a
number of investors to purchase Common Stock of the Company on a private
placement basis, the Company has no present agreement to issue any additional
securities. Management of the Company is not aware of any present efforts of
any persons to accumulate Common Stock or to obtain control of the Company,
and the proposed increase in authorized shares of Common Stock is not intended
to be an anti-takeover device. The amendment is being sought solely to augment
liquidity and enhance corporate flexibility.
There can be no assurances, nor can the Board of Directors of the
Company predict what effect, if any, these proposed amendments will have on
the market price of the Company's Common Stock. The amendments are being
sought solely to facilitate addition equity financings of the Company.
NO DISSENTER'S RIGHTS.
Under NJBCA, stockholders are not entitled to dissenter's rights of appraisal
with respect to the Company's proposed amendments to the Company's Certificate
of Incorporation to increase the authorized Common Stock of the Company.
The complete text of the proposed Amendment to the Certificate of Incorporation
is set forth as Exhibit A to this Information Statement.
BY ORDER OF THE BOARD OF DIRECTORS
/S/
Peter Amico,
President and Chairman
AirTrax, Inc.
EXHIBIT "A"
AIRTRAX, INC.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
The undersigned corporation, organized under the laws of the State of
New Jersey, to amend its Certificate of Incorporation in accordance with
Chapter 9 of the New Jersey Business Corporation Act, hereby certifies:
FIRST: The name of the Corporation is AIRTRAX, INC.
SECOND: The effect a change in the number of authorized
shares of common stock of the Corporation, paragraph 5 of the Certificate
of Incorporation of the Corporation is amended to read in its entirety as
follows:
The aggregate number of shares which the Corporation shall have authority to
issue is ten million five hundred thousand (10,500,000), itemized by classes,
par value of shares, shares without par value, and series, if any, within a
class, is:
Par value per Share or
Series statement that Shares
Class (if any) Number of Shares have no par value
------- --------- ---------------- ----------------------
Common 10,000,000 No Par
Preferred 500,000 No Par
The relative rights, preferences and limitations of the shares of each class
and series (if any), are as follows:
The Board of Directors shall have the authority by vote
of the majority of the Shareholders hereof, to assign
certain characteristics to all or any part of the Class A
Preferred Stock which may be used to acquire capital,
restructure the capitalization, maintain voting control,
reduce dilution and any other purpose which would be
deemed in the best interest of the Shareholders.
THIRD: The shareholders of the corporation adopted this amendment
without a meeting pursuant to written consent of the shareholders on
December 15, 2000.
FOURTH: The number of shares entitled to vote were 4,828,012 shares of
common stock and 275,000 shares of preferred stock. Each share of preferred
stock is entitled to 10 votes per share on all matters brought for a
shareholder vote. The total number of voting shares is 7,578,102 after giving
effect to the 10 for 1 voting rights of the preferred stock. The number of
shares of common stock that voted for the amendment was 1,679,071 and the
number of shares of preferred stock that voted for the amendment was 275,000 (or
2,750,000 votes, after giving effect to the 10 for 1 voting rights of the
preferred stock), for a total of 4,429,071 votes cast for the amendment. All
votes were through written consent.
IN WITNESS WHEREOF, AIRTRAX, INC. has caused its duly authorized
officer to execute this Certificate on this the __day of January 2001.
AirTrax, Inc.
_______________
Peter Amico
President
