INNOVATIVE TECHNOLOGY SYSTEMS, INC.
131 Egret Drive,
Jupiter, Florida 33458
Commission File No.: 0-25947
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INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
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NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO PROXIES ARE BEING SOLICITED AND YOU ARE REQUESTED NOT TO
SEND THE COMPANY A PROXY.
This Information Statement (the "Information Statement")
is being mailed on or about November 22, 1999, to the holders of
record on November 22, 1999, of the shares of the common stock, no
par value (the "Common Stock") of Innovative Technology Systems,
Inc. (the "Company"). It is being furnished in connection with the
election of a certain designee to the Board of Directors of the
Company (the "Designee").
The Company's affiliate shareholders, John and Barbara
Bylsma, along with certain other non-affiliate shareholders of the
Company (collectively referred to herein as the "Sellers") entered
into a Stock Purchase Agreement (the "Agreement") on November 19,
1999, with Larry Stanfield, an individual, Sandra K. Phend, an
individual and Bryan Brandon, and individual. The Agreement
provides for Mr. Stanfield, Ms. Phend and Mr. Brandon to acquire
4,473,000, 189,000 and 188,000 shares, respectively, of the
Company's outstanding common stock held by the Sellers (the
"Transaction") pursuant to the following Schedule which is a part
of the Agreement:
EXCHANGE OF SHARES CONSIDERATION
1. For the consideration described below, Sellers, as defined in
the Agreement, agree to transfer to Buyers, as defined in the
Agreement, share certificates representing an aggregate of
4,532,000 shares of common stock of the Company, as defined
in the Agreement, as set forth next to each of the Buyers name
below:
Larry Stanfield 4,473,000 shares
(affiliate control restricted)
Sandra K. Phend 188,500 shares
(free trading)
Bryan Brandon 188,500 shares
(free trading)
<PAGE> 1
2. Consideration. Buyers, who will control the Company upon the
closing of this Agreement agree that either Larry Stanfield
personally, or they, collectively, shall cause the Company
to transfer to the Sellers the cash consideration and Company
shares as set forth next to each of the Sellers name below:
John Bylsma $250,000*
Robert Hackney 247,500 shares (restricted)
Richard Arthur 90,000 shares (restricted)
David Bovi 40,000 shares (restricted)
* $250,000 to be paid pursuant to that certain Promissory
Note and Pledge Agreement attached to the Agreement as Schedule
"B" and Schedule "C", respectively.
John Bylsma ("Bylsma"), the Company's sole director and Larry
Stanfield have agreed to elect Mr. Stanfield (the "Designee") to
the Board of Directors of the Company when the Transaction closes
(the "Closing"), effective on or about December 2, 1999. At the
same time, John Bylsma has agreed to resign. The Closing of the
Transaction is expected to occur on or about December 2, 1999. The
Closing will result in a change of control. Subsequent to the
Transaction, Mr. Stanfield intends to engage the Company in a
reorganization (the "Reorganization") with Stanfield Educational
Alternatives, Inc., a private corporation controlled by Mr.
Stanfield, whereby the Company will be the surviving corporation.
If the Transaction is not completed, no change in control and no
Reorganization will occur. Shareholders of the Company will be
notified in a manner similar to this notification in the event the
Reorganization occurs. See "Certain Relationships and Related
Transactions" for a more complete description of the terms of the
Reorganization.
No action is required by the shareholders of the Company to
conclude the Transaction or in connection with the appointment of
the Designee to the Board and the resignation of John Bylsma as
the Company's existing director at the Closing. However, Section
14(f) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company to mail to the Company's
shareholders the information contained in this Information
Statement prior to a change in a majority of the Company's
directors. This is because the change in control is not being
done at a meeting of the Company's shareholders.
The principal executive office of the Company is currently
located at 131 Egret Drive, Jupiter, Florida 33458. Upon
completion of the Transaction, the principal office of the Company
will be located at 1119 7th Avenue, Vero Beach, Florida 32960.
COMMON STOCK
The shares of Common Stock are the only class of voting
securities of the Company outstanding. They are each entitled to
one vote. As of November 19, 1999, there were 6,100,000 shares of
Common Stock outstanding. After the Transaction, there will be
6,100,000 shares of Common Stock outstanding; and subsequent to
the Reorganization, Mr. Stanfield expects that there will be no
more than approximately 9,100,000 shares of Common Stock
outstanding. See "Certain Relationships and Related Transactions"
<PAGE> 2
RIGHT TO DESIGNATE DIRECTOR; THE DESIGNEE
The Board of Directors of the Company currently consists of
1 member. Each director holds office until his or her successor
is elected and qualified or until his or her death, resignation or
removal. When the Transaction closes, the current director of the
Company will resign and shall name the Designee to the Board as
his successor. The Designee has agreed to act as a director.
The Designee may take office at any time following the
Closing, but not less than ten (10) days after the Company files
this Information Statement with the Securities and Exchange
Commission and transmits it to holders of record of the Company's
Common Stock, who would be entitled to vote at a meeting for
election of directors, and that, upon assuming office, the
Designee will thereafter constitute the Company's sole member of
the Board.
DESIGNEE
The following table sets forth the full name, present
principal occupation or employment, five year employment history
and certain other information concerning the Designee:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Lawrence W. Stanfield 54 Director; Chief Executive
Officer; President
</TABLE>
Mr. Stanfield will serve as the sole director, chief
executive officer and president of the Company. Mr. Stanfield is
currently the director, chief executive officer and president of
Stanfield Educational Alternatives, Inc., a privately held
educational tutorial service provider. He has held this position
since 1999. From 1995 to 1999, Mr. Stanfield served as the chief
executive officer and president of the National Children's Reading
Foundation, Inc., a non-profit corporation which specialized in
reading tutoring. Prior to that time, Mr. Stanfield served as a
special education elementary school teacher in Indian River
County, Florida. In 1977, Mr. Stanfield was awarded a Bachelor of
Science degree in Education from Bryan College, and in 1989 he was
awarded a Master of Science degree in Education from Nova
University.
CURRENT DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Pursuant to the provisions of the Company's Bylaws, the
Company's current directors and executive officers hold office
until his or her successor is elected or appointed and qualified,
or until his or her death, resignation or removal by the Board of
Directors. Certain information about the Company's current sole
director and executive officer is set forth below.
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
John Bylsma 66 Director, President,
Secretary & Treasurer
</TABLE>
<PAGE> 3
Mr. Bylsma has served as the sole director, president and
secretary of the Company since its inception in November 1992.
From 1992 to 1995, Mr. Bylsma served as Chairman of the Board of
Trustees and Executive Vice President of Service & Business
Workers of America Local 12 SEIU, AFL-CIO. Mr. Bylsma received
his B.B.A. in management and general business from Western
Michigan University in 1961, and his M.B.A. (equivalent) from the
General Motors Institute in 1962.
Other than as set forth herein, there are no agreements or
understandings for the sole officer or director to resign at the
request of another person, and the sole officer and director of
the Company is not acting on behalf of or will act at the
discretion of any other person.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company does not have standing audit, nominating
or compensation committees of the Board of Directors, or
committees performing similar functions. During the year ended
December 31, 1998, the Board of Directors held no meetings and did
not act by written consent.
Directors who are full-time employees of the Company receive
no additional compensation for services as Directors. There are
currently no Directors who are full-time employees of the Company.
The Company has been advised that the Designee will not be a
full-time employee of the Company.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
No compensation has been paid or accrued for the benefit of
any executive officer or directors of the Company during the
fiscal year ended December 31, 1998.
Lawrence Stanfield has agreed to serve as a director of the
Company and has entered into employment arrangements with the
Company. Additionally, William Kevin Price has agreed to serve as
executive vice president of the Company and has entered into
employment arrangements with the Company. However, neither the
terms of Mr. Stanfield's nor Mr. Price's employment agreement with
the Company subsequent to the Closing has been determined.
The Company has no bonus or incentive plans in effect, nor
are there any understandings in place concerning additional
compensation to the Company's officers and directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following tables set forth the number of shares, based
on information obtained from the persons named below, of (I) the
Common Stock of the Company beneficially owned as of November 19,
1999 by (i) owners of more than 5% of the Company's Common Stock
and, (ii) all officers and directors of the Company individually
and as a Group and (II) the Common Stock of the Company to be
beneficially owned as of the date of the Closing by (i) owners of
more than 5% of the Company's Common Stock and (ii) all officers
and directors of the Company individually and as a Group.
<PAGE> 4
I. Prior to Closing of the Transaction:
Security Ownership of Certain Beneficial Owners and
Management
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent of Class (2)
of Beneficial Owner(1) of Beneficial Owner
<S> <C> <C>
John Bylsma 5,372,000 (D) 88.1%
131 Egret Drive
Jupiter, Florida 33458
All Officers and Directors
as a Group (1 person) 5,372,000 (D) 88.1%
______________________
</TABLE>
(1) All 5,372,000 of Mr. Bylsma's shares are held jointly by Mr.
Bylsma and his wife, Barbara.
(2) Based upon 6,100,000 shares of Common Stock outstanding as
of November 19, 1999.
II. Subsequent to Closing of the Transaction:
Security Ownership of Certain Beneficial Owners and
Management
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent of Class (1)
of Beneficial Owner of Beneficial Owner
<S> <C> <C>
Lawrence W. Stanfield 4,473,000 (D) 73.3%
1119 7th Avenue
Vero, Beach, Florida 32960
William Kevin Price(2) -0- -0-
1119 7th Avenue
Vero, Beach, Florida 32960
All Officers and Directors
as a Group (2 persons) (2) 4,473,000 (D) 73.3%
__________________________/
</TABLE>
(1) Based upon 6,100,000 shares of Common Stock outstanding as
of November 19, 1999.
(2) Subsequent to the Reorganization, Mr. Price will receive an
undetermined number of shares of Common Stock of the Company
pursuant to his ownership of 880,000 shares of Stanfield
Educational Alternatives, Inc.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors, officers and persons who own more than
10% of the Common Stock of the Company ("Reporting Persons") to
file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Reporting Persons are
required by Securities and Exchange Commission regulations to
<PAGE> 5
furnish the Company with copies of all Section 16(a) reports they
file.
To the best knowledge of the Company, no Reporting Person was
delinquent with their Exchange Act Section 16(a) reporting
requirements during the most recent fiscal year.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to the provisions of the Agreement, the Designee,
Mr. Larry Stanfield, is expected to acquire 4,473,000 of the
6,100,000 shares of the Company's outstanding common stock from
the Sellers and therefore will be deemed to control the Company.
Mr. Stanfield has advised the Company that it is Mr. Stanfield's
intention that, subsequent to the Transaction, Mr. Stanfield
intends to engage the Company in a reorganization (the
"Reorganization") with Stanfield Educational Alternatives, Inc.
("Stanfield Educational" ), a private corporation controlled by
Mr. Stanfield, whereby the Company will survive the reorganization
and continue to exist. Stanfield Educational will likely either
(i) become a wholly owned subsidiary of the Company pursuant to a
share exchange between Stanfield Educational shareholders and the
Company; or (ii) merge into the Company, or a wholly owned
subsidiary of the Company, whereby Stanfield Educational will
cease to exist as an entity, and the Company, or a subsidiary of
the Company, will assume all of Stanfield Educational's rights and
liabilities. At this time, the Company cannot assure that the
Reorganization will occur as contemplated or that it will occur at
all.
Stanfield Educational is a development stage company which
engages in the business of providing educational tutorial services
to learning disabled children and adults utilizing a combination
of proprietary and commercially available learning materials. The
exact terms of the Reorganization has not yet been determined;
however, subsequent to the Reorganization, Mr. Stanfield expects
that there will be no more than approximately 9,100,000 shares of
Common Stock of the Company outstanding. No forward or reverse
split of the Common Stock is contemplated with respect to the
Reorganization.
Except for the issuance of the Company's shares of Common
Stock in the Transaction, and in connection with the contemplated
Reorganization, during the last two years, no director or
executive officer of the Company, any nominee to election as a
director, or any person known to the Company to own of record or
beneficially more than 5% of the Company's Common Stock or any
member of the immediate family of any of the foregoing persons
had, or will have, any direct or material interest in any
transaction or series of similar transactions to which the Company
or any of its subsidiaries, was or is to be a party, in which the
amount involved exceeds $60,000.
Dated: November 22, 1999.
INNOVATIVE TECHNOLOGY SYSTEMS, INC.
/s/ John Bylsma
John Bylsma,
President, Director
