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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
TANGIBLE ASSET GALLERIES, INC.
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(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 O-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 O-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:
................................................................
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TANGIBLE ASSET GALLERIES
3444 VIA LIDO
NEWPORT BEACH, CALIFORNIA 92663
To the Stockholders:
Notice is hereby given that on July 7, 2000, the Board of Directors and
the holder of the majority of the issued and outstanding shares of common stock
(the "Majority Stockholder") of Tangible Asset Galleries, Inc., a Nevada
corporation (the "Company"), approved the following action by the Company:
Amendment to the Company's Articles of Incorporation authorizing
15,000,000 shares of Preferred Stock which may be issued in one or more
classes or series and which shall have such rights, preferences,
privileges and restrictions as may be determined by the Board of
Directors from time to time.
The Board of Directors fixed the close of business on July 6, 2000 as
the record date for the determination of stockholders entitled to vote with
respect to the above action. The Directors and Majority Stockholder of the
Company, whose common shares represent approximately 84% of the outstanding
common shares entitled to vote on the above action, have consented to the above
action. Therefore, because the Company has the requisite amount of stockholder
votes necessary to approve this action, the Company does not intend to hold a
special stockholders meeting to consider this action and is not soliciting
proxies from the other stockholders. In lieu thereof, the Company has prepared
an Information Statement describing the action, which is expected to become
fully effective on or about August 14, 2000. All necessary corporate approvals
in connection with the matters referred to herein have been obtained.
By Order of the Board of Directors
/s/ SILVANO A. DIGENOVA,
-----------------------------------
Silvano A. DiGenova,
Chief Executive Officer
Newport Beach, California
July 24, 2000
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TANGIBLE ASSET GALLERIES, INC.
3444 VIA LIDO
NEWPORT BEACH, CALIFORNIA 92663
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INFORMATION STATEMENT
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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 IS BEING PROVIDED TO STOCKHOLDERS TO INFORM
THEM OF STOCKHOLDER ACTION TAKEN BY THE WRITTEN CONSENT OF THE MAJORITY
STOCKHOLDER.
This Information Statement is being furnished to the stockholders of
record as of July 6, 2000 (the "Record Date") of Tangible Asset Galleries, Inc.,
a Nevada corporation (the "Company") in connection with an amendment to the
Company's Articles of Incorporation authorizing 15,000,000 shares of Preferred
Stock which may be issued in one or more classes or series and which shall have
such rights, preferences, privileges and restrictions as may be determined by
the Board of Directors from time to time. On July 7, 2000, the Board of
Directors and the holder of a majority of outstanding voting securities of the
Company on the Record Date (the "Majority Stockholder") approved the amendment
to the Articles of Incorporation by written consent. A copy of the Written
Consent of the Majority Stockholder is attached as Exhibit "A." The Company will
cause the amendment to the Articles of Incorporation to become effective twenty
(20) days after this Information Statement is first sent to the stockholders of
the Company.
OUTSTANDING SECURITIES AND VOTING RIGHTS
As of the Record Date, there were issued and outstanding 18,405,298
shares of the Company's common stock, $.0.001 par value (the "Common Stock").
The Majority Stockholder held approximately 15,488,300 shares of Common Stock,
or approximately 84.2% of the Company's issued and outstanding Common Stock.
Each holder of Common Stock would normally be entitled to one vote in
person or by proxy for each share of Common Stock in his or her name on the
books of the Company, as of the Record Date, on any matter submitted to the vote
of stockholders. However, under Nevada Revised Statutes Section 78.315(2), any
action which may be taken at stockholders meeting may be taken by written
consent of the requisite number of stockholders required to take such action.
The approval of the amendment to the Articles of Incorporation requires the
affirmative vote or written consent of a majority of the Company's outstanding
Common Stock. On July 7, 2000, the Majority Stockholder consented to the
amendment to the Articles of Incorporation authorizing 15,000,000 shares of
Preferred Stock.
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The corporate action described in this Information Statement will not
afford the stockholders the opportunity to dissent from the action described
herein or to receive an agreed or judicially appraised value for their shares.
THE MAJORITY STOCKHOLDER
The following table summarizes the security ownership of the Majority
Stockholder of the Company, who is also the Company's Chief Executive Officer,
President, Secretary and Chairman of the Board:
Number of Common Percentage of
Shares Entitled to Vote Common Stock
Name As of Record Date As of Record Date
---- ----------------- -----------------
Silvano A. DiGenova 15,488,300 84.2%
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of June 21, 2000,
certain information with respect to the Common Stock owned of record or
beneficially by (i) each Executive, Officer and Director of the Company, (ii)
each person who owns beneficially more than 5% of each class of the Company's
outstanding equity securities; and (iii) all Directs and Executive Officers as a
group.
<TABLE>
<CAPTION>
Current
-------
Name and Address of Beneficial Owner Common Stock Outstanding Percent of Outstanding(
------------------------------------ ------------------------ ----------------------
<S> <C> <C>
Silvano A. DiGenova(1)
3444 Via Lido
Newport Beach, California 15,488,300 84.2%
Mike Bonham(2)
3444 Via Lido
Newport Beach, California 15,000 <1%
Paul Biberkraut(3)
3444 Via Lido
Newport Beach, California 500 0%
All Directors and Officers as a Group
(seven Persons) 15,503,800 84.3%
</TABLE>
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(1) Includes 2,300 shares held in Tangible Asset Galleries, Inc. Profit
Sharing Plan which Mr. DiGenova is a participant.
(2) Includes options to purchase 15,000 shares of Common Stock exercisable
on April 30, 2000. Does not include an additional 60,000 options to
acquire shares of Common Stock which vest in 15,000 share increments
each year over the next four years beginning on April 30, 2001 at an
exercise price of $1.00 per share.
(3) Does not include 75,000 options to acquire shares of Common Stock which
vest in 20% increments each year over a five year period beginning on
October 26, 2000 at an exercise price of $2.00 per share.
The Company believes that the beneficial owners of securities listed
above, based on the information furnished by such owners, have sole investment
and voting power with respect to such shares, subject to community property laws
where applicable. Beneficial ownership is determined in accordance with the
rules of the Commission and generally includes voting or investment power with
respect to securities. Shares of stock subject to options or warrants currently
exercisable, or exercisable within 60 days, are deemed outstanding for purposes
of computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any other
person.
ACTION APPROVED BY THE BOARD OF DIRECTORS AND APPROVED BY WRITTEN CONSENT OF
MAJORITY STOCKHOLDER
The Board of Directors and the Majority Stockholder have approved and
consented to an amendment to the Articles of Incorporation granting the Board of
Directors the power to authorize the issuance of up to 15,000,000 shares of one
or more series of Preferred Stock, and to fix by resolution or resolutions
providing for the issue of each of such series, the voting powers, designations,
preferences, redemption, conversion, exchange or other special rights,
qualifications, limitations or restrictions of such series and the number of
shares in each series, to the full extent now or hereafter permitted by Nevada
Revised Statutes.
REASON FOR THE AMENDMENT
The Company believes that having Preferred Stock available will provide
additional flexibility in terms of capital structure and will permit the Board
of Directors to react without further shareholder approval to the Company's
capital needs or to pursue acquisitions or other strategic opportunities which
may arise in the future. Issuance of shares of Preferred Stock or adoption of a
shareholders rights plan which utilizes Preferred Stock may discourage or make
more difficult or expensive certain mergers, tender offers or other purchases of
the Company's Common Stock. In addition, issuance by the Company of shares of
Preferred Stock in the future, due to future mergers, acquisitions or public or
private offerings thereof, may result in the dilution of voting rights of
existing shareholders.
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OTHER BUSINESS
No further business will be transaction by Written Consent to corporate
action in lieu of meeting of stockholders to which this Information Statement
pertains.
COSTS OF INFORMATION STATEMENT
This Information Statement has been prepared by the Company and its
Board of Directors, and the Company will bear the costs of distributing his
Information Statement to stockholders, including the expense of preparing,
assembling, printing, and mailing the Information Statement and attached
materials. Although there is no formal agreement to do so, the Company may
reimburse banks, brokerage houses, and other custodians, nominees and
fiduciaries for their reasonable expenses in forwarding this Information
Statement and related materials to stockholders. The Company may pay for and use
the services of other individuals or companies not regularly employed by the
Company in connection with the distribution of this Information Statement if the
Board of Directors of the Company determines that this is advisable.
By Order of the Board of Directors
/s/ SILVANO A. DIGENOVA,
-----------------------------------
Silvano A. DiGenova,
Chairman of the Board
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EXHIBIT A
WRITTEN CONSENT
OF THE MAJORITY STOCKHOLDER
OF TANGIBLE ASSET GALLERIES, INC.,
A NEVADA CORPORATION
The undersigned, being the majority stockholder of TANGIBLE ASSET
GALLERIES, INC., a Nevada corporation (the "Corporation"), acting pursuant to
the authority of Nevada Revised Statutes Section 78.320(2), hereby adopts the
following recitals and resolutions by written consent thereto, effective as of
July 7, 2000, hereby waiving all notice to and the holding of a meeting to act
upon such resolutions.
AMENDED ARTICLES OF INCORPORATION
---------------------------------
WHEREAS, it is deemed to be in the best interest of the Corporation to
amend the Corporation's Articles of Incorporation authorizing 15,000,000 shares
Preferred Stock.
RESOLVED, that Article Four of the Articles of Incorporation of the
Corporation be amended and restated in its entirety as follows:
"4. A. The Corporation is authorized to issue two classes of
shares of $0.001 par value capital stock, which classes shall
be designated "Common Stock" and "Preferred Stock,"
respectively. The Corporation shall have the authority to
issue a total of 50,000,000 shares of Common Stock and
15,000,000 shares of Preferred Stock.
B. The Preferred Stock may be issued from time to
time in one or more series. The Board of Directors of this
Corporation is expressly authorized to provide for the issue
of all or any of the shares of Preferred Stock in one or more
series, and to fix the designation and number of shares and to
determine or alter for each such series such voting powers,
full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other
rights and such qualifications, limitations or restrictions
thereof as shall be stated and expressed in the resolution or
or resolutions adopted by the Board of Directors providing for
the issue of such shares and as may be permitted by the Nevada
Revised Statutes. The Board of Directors is also expressly
authorized to increase or decrease (but not below the number
of shares of such series then outstanding) the number of
shares of any series subsequent to the issue of shares of that
series. If the number of shares of any such series shall be so
decreased, the shares constituting such decrease shall resume
the status they had prior to the adoption of the resolutions
originally fixing the number of share of such series.
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IN WITNESS WHEREOF, the undersigned, being the majority stockholder of
the Corporation, has executed this Written Consent of the Majority Stockholder
of TANGIBLE ASSET GALLERIES, INC. to be effective as of July 7, 2000.
/S/ Silvano A. Digenova
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SILVANO A. DIGENOVA
(Holder of 84% of Common Stock)
