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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Mark One)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
<PAGE>
LAKOTA TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange act Rules 14a-6(i)(4) 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:*
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
* Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Fee paid previously by written 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:
[ ] 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.
AMOUNT PREVIOUSLY PAID:
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FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:
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FILING PARTY:
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DATE FILED:
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LAKOTA TECHNOLOGIES, INC.
4828 Loop Central Drive, Suite 150
Houston, Texas 77081
March 14, 2000
Dear Shareholders:
I am pleased to invite you to attend the Special Meeting of
Shareholders of Lakota Technologies, Inc. (the "Company") to be held at 10:00
a.m. local time, April 12, 2000, at the offices of the Company located at 4828
Loop Central Drive, Suite 150, Houston, Texas 77081.
At the meeting, you will be asked to approve an amendment to the
Company's Articles of Incorporation to increase the number of authorized shares
of Common Stock from 100,000,000 shares to 300,000,000 shares and an amendment
to the Company's Articles of Incorporation to change the Company's name to
2-Infinity.com, Inc. You also will transact any other business that may properly
come before the meeting.
The Company's Board of Directors has approved these proposed amendments
to the Company's Articles of Incorporation and recommends that you vote FOR the
approval of such proposals.
The formal Notice of Special Meeting of Shareholders and Proxy
Statement accompanying this letter provide detailed information concerning the
matters to be considered and acted upon at the meeting.
It is important that your shares be represented at the meeting, whether
or not you attend personally. I urge you to sign, date and return the enclosed
proxy in the postage-paid, addressed envelope provided at your earliest
convenience.
Majed Jalali,
Chief Executive Officer
<PAGE>
LAKOTA TECHNOLOGIES, INC.
4828 Loop Central Drive, Suite 150
Houston, Texas 77081
(713) 592-0371
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 12, 2000
To the Shareholders of
Lakota Technologies, Inc.:
Notice is hereby given that a Special Meeting of Shareholders of Lakota
Technologies, Inc., a Colorado corporation (the "Company"), will be held at the
office of the Company located at 4828 Loop Central Drive, Suite 150, Houston,
Texas 77081, on Wednesday, April 12, 2000, at 10:00 a.m. local time, for the
following purposes:
1. To approve an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of
Common Stock from 100,000,000 shares to 300,000,000 shares;
2. To amend the Company's Articles of Incorporation to change the
name of the Company to 2-Infinity.com, Inc.; and
3. To transact such other business as may properly come before the
meeting.
Whether or not you plan to be present at the meeting, you are requested
to date, sign and return the enclosed proxy, as soon as possible, in the
postage-paid return envelope provided so that your stock will be represented.
The giving of such proxy will not affect your right to vote in person, should
you later decide to attend the meeting.
Only shareholders of record at the close of business on March 3, 2000
are entitled to notice of, and to vote at, the special meeting or any
adjournment thereof.
By Order of the Board of Directors,
/s/ Patrick (Cody) Morgan
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Patrick (Cody) Morgan,
Secretary
Houston, Texas
March 14, 2000
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LAKOTA TECHNOLOGIES, INC.
4828 Loop Central Drive, Suite 150
Houston, Texas 77081
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PROXY STATEMENT FOR
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 12, 2000
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This Proxy Statement is furnished to shareholders of Lakota
Technologies, Inc., a Colorado corporation (the "Company"), in connection with
the solicitation of proxies by the Board of Directors of the Company for use at
the Special Meeting of Shareholders to be held at 10:00 a.m., local time, on
April 12, 2000, at the office of the Company located at 4828 Loop Central Drive,
Suite 150, Houston, Texas 77081, and at any adjournment or postponement thereof.
By executing and returning the enclosed proxy, you authorize the persons named
therein to represent you and vote your shares at the special meeting, and at any
adjournments or postponements thereof, in accordance with your instructions.
Those persons may also vote your shares to adjourn or postpone the special
meeting from time to time. A proxy may be revoked at any time before it is voted
by voting in person at the special meeting, by the execution and delivery of a
revised proxy bearing a later date, or by a written notice of revocation sent to
the Secretary of the Company at the address set forth above that is received
prior to the special meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, YOU ARE URGED TO COMPLETE, SIGN
AND RETURN THE PROXY IN THE ENCLOSED POSTAGE-PAID, ADDRESSED ENVELOPE.
This Proxy Statement is first being mailed to the Company's
shareholders on or about March 14, 2000.
RECORD DATE; OUTSTANDING CAPITAL STOCK
The cost of soliciting proxies is to be borne by the Company.
Shareholders of record at the close of business on March 3, 2000 will be
entitled to vote at the meeting on the basis of one vote for each share held. At
the close of business on that date, there were 41,868,182 shares of Common Stock
outstanding. No other class of securities of the Company is entitled to notice
of, or to vote at, the special meeting.
ACTION TO BE TAKEN AT THE SPECIAL MEETING
The accompanying proxy, unless the shareholder specifies otherwise,
will be voted:
1. FOR the proposal to amend the Company's Articles of Incorporation
to increase the number of authorized shares of Common Stock from
100,000,000 shares to 300,000,000 shares;
2. FOR the proposal to amend the Company's Articles of Incorporation
to change the name of the Company to 2-Infinity.com, Inc.; and
3. In the discretion of the proxyholders as to the transaction of
such other business as may properly come before the special
meeting.
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Where shareholders have appropriately specified the manner in which
their proxies are to be voted, they will be voted in such manner. If any other
matter or business is brought before the special meeting, the proxyholders may
vote the proxies in their discretion. The Board of Directors is not presently
aware of any other matters or business to be brought before the special meeting.
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock is necessary to constitute a quorum at
the special meeting. In deciding each matter to be voted on at the special
meeting, a holder is entitled to one vote, in person or by proxy, for each share
of Common Stock held in his name on the record date. With respect to the
adoption of the proposed amendments to the Company's Articles of Incorporation
to increase the number of authorized shares of Common Stock and to change the
name of the Company, under applicable law, the amendments must be approved by
the holders of a majority of the outstanding Common Stock. Assuming a quorum is
present, votes to abstain and broker non-votes would have the effect of negative
votes on the adoption of the amendments.
PRINCIPAL SHAREHOLDERS
Security Ownership of Certain Beneficial Owners
The Company has only one outstanding class of equity securities, its
Common Stock, no par value.
The following table sets forth certain information with respect to
beneficial ownership of the Company's Common Stock as of March 3, 2000 by:
- each director and executive officer of the Company;
- each person known to the Company to own more than 5% of the
outstanding shares of Common Stock; and
- all directors and executive officers of the Company as a group.
2
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<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP TABLE
Shares Beneficially
Owned (1), (2)
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Name and Address of Beneficial Owner Number Percent
- ------------------------------------ ------ -------
<S> <C> <C>
Majed Jalali
c/o Lakota Technologies, Inc.
4828 Loop Central Drive, Suite 150 3,000,000 7.2%
Houston, Texas 77081...................................................
Patrick (Cody) Morgan (3)
c/o Lakota Technologies, Inc.
4828 Loop Central Drive, Suite 150
Houston, Texas 77081................................................... 2,000,000 4.8%
R.K. (Ken) Honeyman
1596 Asherforde Drive
Marrietta, Georgia 30065............................................... 5,676,429 13.6%
Howard N. Wilson
2215 June Court
Marrietta, Georgia 30060............................................... 2,329,643 5.6%
John B. Hayes
6915 Blenheim
Spring, Texas 77379.................................................... 3,800,000 9.1%
Dipak Bhatt (3)
4107 Vaughn Creek Court
Sugarland, Texas 77479................................................. 6,000,000 14.3%
All directors and officers as a group
(2 persons) (7)............................................... 5,000,000 11.9%
<FN>
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* Indicates ownership of less than 1% of the Company's Common Stock
1 Beneficial ownership as reported in the above table has been
determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934, as amended. The persons and entities
named in the table have sole voting and investment power with
respect to all shares shown as beneficially owned by them,
except as noted below. Amounts shown include shares of Common
Stock issuable upon exercise of certain outstanding options
within 60 days after March 3, 2000.
2 Except for the percentages of certain parties that are based
on presently exercisable warrants which are indicated in the
following footnotes to the table, the percentages indicated
are based on 41,868,182 shares of Common Stock issued and
outstanding on March 3, 2000. In the case of parties holding
presently exercisable warrants, the percentage ownership is
calculated on the assumption that the shares presently held or
purchasable within the next 60 days underlying such warrants
are outstanding.
3 Includes shares held as joint tenants with spouse, or held
directly in spouse's name.
4 Consists of 2,000,000 shares held by Mr. Bhatt directly and
4,000,000 shares which Mr. Bhatt may acquire upon the exercise
of warrants.
</FN>
</TABLE>
3
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PROPOSAL 1
PROPOSAL TO AMEND ARTICLES OF INCORPORATION
TO INCREASE THE AMOUNT OF AUTHORIZED SHARES OF COMMON STOCK
General
The Board of Directors has approved, and is recommending to the
shareholders for approval at the special meeting, an amendment to Article V
of the Company's Articles of Incorporation to increase the number of shares
of Common Stock which the Company is authorized to issue from 100,000,000
to 300,000,000. The Board of Directors determined that this amendment is
advisable and should be considered at the special meeting to be held April
12, 2000. The full text of the proposed amendment to the Articles of
Incorporation is set forth below.
If the shareholders approve this proposal, Section 1 of Article V of
the Company's Articles of Incorporation will be amended to read in its
entirety as follows:
Section 1. Authorized Capital. The aggregate number of shares
and the amount of the total authorized capital of said
Corporation shall consist of 300,000,000 shares of common
stock, no par value per share, and 25,000,000 shares of
preferred stock, no par value per share."
Purpose and Effect of the Proposed Amendment
The proposed amendment would increase the number of shares of Common Stock
the Company is authorized to issue from 100,000,000 to 300,000,000. The
additional 200,000,000 shares would be a part of the existing class of Common
Stock and, if and when issued, would have the same rights and privileges as the
shares of Common Stock presently issued and outstanding. At March 3, 2000,
41,868,182 shares of Common Stock were outstanding. The purpose of the proposed
increase in the number of authorized shares of Common Stock is to ensure that
additional shares of Common Stock will be available, if and when needed, for
issuance from time to time for any proper purpose approved by the Board of
Directors. Although there are no present arrangements for the issuance of
additional shares of Common Stock, the Board of Directors believes that the
availability of the additional authorized shares of Common Stock for issuance
upon approval of the Board of Directors for a proper purpose, will be beneficial
to the Company and its shareholders by providing the Company with the
flexibility required to consider and respond to future business opportunities
and other needs as they arise.
If the proposed amendment is approved by the shareholders, the Board of
Directors does not presently intend to seek further shareholder approval with
respect to any particular issuance of shares, unless required by applicable law,
by regulatory authorities, or by the policies, rules and regulations of any
system or exchange on which the Company's securities may then be traded.
Shareholders do not have any preemptive or similar rights to subscribe for
or purchase any additional shares of Common Stock that may be issued in the
future and, therefore, future issuances of Common Stock, depending upon the
circumstances, may have a dilutive effect on the earnings per share, book value
per share, voting power and other interests of the existing shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE PROPOSED
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION INCREASING THE AMOUNT OF
AUTHORIZED SHARES OF COMMON STOCK.
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<PAGE>
PROPOSAL 2
PROPOSAL TO AMEND ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
General
The Board of Directors has approved, and is recommending to the
shareholders for approval at the special meeting to be held April 12, 2000, an
amendment to Article I of the Company's Articles of Incorporation to change the
name of the Company to 2-Infinity.com, Inc. The Board of Directors believes that
the proposed name change is advisable in order to reflect the change in the
Company's business resulting from the acquisition of 2-Infinity.com, Inc. in May
1999 and the recent merger of our subsidiary, AirNexus, Inc., into
2-Infinity.com, Inc. The full text of the proposed amendment to the Articles of
Incorporation is set forth below.
If the shareholders approve this proposal, Article I of the Company's
Articles of Incorporation will be amended to read in its entirety as follows:
"Article I
Name
The name of the Corporation is 2-Infinity.com, Inc."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE PROPOSED
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION CHANGING THE NAME OF THE
COMPANY.
OTHER BUSINESS
The Company is not aware of any business to be acted upon at the special
meeting other than that which is explained in this Proxy Statement. In the event
that any other business calling for a vote of the shareholders is properly
presented at the meeting, the holders of the proxies will vote your shares in
accordance with their best judgment.
SUBMISSION OF SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated pursuant to the Securities Exchange
Act of 1934, as amended, shareholders who intend to have a proposal considered
for inclusion in the Company's proxy materials for the annual meeting of
shareholders must submit the written proposal to the Company, addressed to
Patrick (Cody) Morgan, 4828 Loop Central Drive, Suite 150, Houston, Texas 77081.
The time for submitting proposals for the annual meeting expected to be held May
9, 2000 is already past. The time for submitting proposals for the annual
meeting to be held in 2001 is approximately December 15, 2000. Such proposals
also will need to comply with Securities and Exchange Commission regulations
regarding the inclusion of shareholder proposals in company-sponsored proxy
materials.
MISCELLANEOUS
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. The expense of preparing, printing and mailing the
proxy and the material used in the solicitation thereof will be borne by the
Company. Proxies may be solicited by directors and regular officers and
employees of the Company by means of personal interview, telephone or telegram.
In addition, the Company has retained The Herman Group to assist in the
solicitation of proxies, and it is estimated that their charges and expenses for
such solicitations will not exceed $15,000. Arrangements may also be made with
brokerage houses and other custodians, nominees and fiduciaries for the
forwarding of solicitation materials to the beneficial owners of stock held of
5
<PAGE>
record by such persons, and the Company may reimburse them for reasonable
out-of-pocket expenses of such solicitation.
By Order of the Board of Directors
/s/ Patrick (Cody) Morgan
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Patrick (Cody) Morgan,
Secretary
Houston, Texas
March 14, 2000
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<PAGE>
No. of Shares ______
PROXY
LAKOTA TECHNOLOGIES, INC.
4828 Loop Central Drive, Suite 150
Houston, Texas 77081
SPECIAL MEETING OF SHAREHOLDERS
April 12, 2000
The undersigned hereby appoints Majed Jalali and Patrick (Cody) Morgan, and
each of them severally, as their proxies with full power of substitution and
resubstitution for and in the name, place and stead of the undersigned to vote
upon and act with respect to all of the shares of Common Stock of the Company
standing in the name of the undersigned, or with respect to which the
undersigned is entitled to vote and act, at the Special Meeting of Shareholders
to be held at the office of the Company located at 4828 Loop Central Drive,
Suite 150, Houston, Texas 77081, at 10:00 a.m., local time, on April 12, 2000,
and at any adjournments or postponements thereof, as specified below:
1. PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 SHARES TO
300,000,000 SHARES.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE
NAME OF THE COMPANY TO 2-INFINITY.COM, INC.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies (and if the undersigned is a proxy, any
substitute proxies) are authorized to vote upon such other business as may
properly come before the special meeting.
Please sign and date on reverse side of this proxy.
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<PAGE>
This proxy, when properly executed, will be voted as specified. If no
specification is made, this proxy will be voted FOR the adoption of the
proposals to amend the Articles of Incorporation of the Company to increase the
number of authorized shares of Common Stock from 100,000,000 shares to
300,000,000 shares and to change the name of the Company to 2-Infinity.com, Inc.
Dated:___________________________, 2000
Please sign name exactly as it appears on stock
certificate. Only one of several joint owners
need sign. Fiduciaries should give full title.
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Signature
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Title
This proxy is solicited by the Board of Directors. If no
specification is made, this proxy will be voted
FOR the proposals to amend the Articles of Incorporation.
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