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
SyCoNet.Com, Inc.
(Name of Registrant as Specified in Charter)
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SYCONET.COM, INC.
9105C Owens Drive
Manassas, VA 20111
(703) 366-3900
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
INTRODUCTION
This Information Statement is being furnished to the stockholders of
SyCoNet.Com, Inc., a Delaware corporation (the "Company"), as of March 28, 2000,
in connection with the approval of an 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 outstanding Common Stock ("Common Stock"),
being the Company's sole voting capital stock, increasing the number of the
Company's authorized Common Stock from fourteen million five hundred thousand
(14,500,000) to eighty-five million (85,000,000) shares, and increasing the
number of the Company's authorized Preferred Stock from five hundred thousand
(500,000) to one million (1,000,000) shares. The Amendment, which the Company's
Board of Directors unanimously found advisable, will be filed with the Secretary
of the State of Delaware and will become effective on or about 20 calendar days
from the date of this Information Statement.
If the Amendment was not adopted by written consent, it would have been
required to be considered by the Company's stockholders at a special
stockholders meeting convened for the specific purpose of approving the
Amendment or at an annual stockholders meeting. The elimination of the need for
such a stockholders meeting is made possible by Section 228 of the Delaware
General Corporation Law (the "Delaware Law"), which provides that substituted
for such a
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stockholders meeting may be the written consent of the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Pursuant to Section 242 of the Delaware
Law, a majority of the outstanding stock entitled to vote thereon, and a
majority of the outstanding stock of each class of stock entitled to vote
thereon as a class, is required in order to amend the Company's Certificate of
Incorporation. In order to eliminate the costs and 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
Company elected to seek the written consent of the holders of a majority in
interest of its voting capital stock.
The Company is authorized to issue up to 14,500,000 shares of Common Stock
and 500,000 shares of Preferred Stock. The Common Stock is the sole class of
issued and outstanding stock of the Company, and each share of Common Stock
entitles the holder thereof to one vote on all matters submitted to
stockholders. Stockholder approval of the Amendment therefore requires the
written consent of the holders of a majority of the outstanding Common Stock. At
March 28, 2000, there were 12,834,958 shares of Common Stock issued and
outstanding and 90 holders of record of Common Stock. By written consent in lieu
of meeting, holders of an aggregate of 6,501,256 shares of Common Stock,
representing approximately 51% of the outstanding voting power, approved the
Amendment.
Under applicable federal securities laws, the Amendment cannot be effected
until at least 20 calendar days after this Information Statement is sent or
given to the stockholders of the Company. The approximate date this Information
Statement is first being sent or given to stockholders is May 27, 2000.
AMENDMENT OF CERTIFICATE OF INCORPORATION
In March 2000, the Board of Directors of the Company declared advisable an
amendment to Article Fourth of the Company's Certificate of Incorporation
increasing the number of authorized shares of (1) Common Stock from fourteen
million five hundred thousand (14,500,000) to eighty-five million (85,000,000)
shares, par value $.0001, and (2) Preferred Stock from five hundred thousand
(500,000) to one million (1,000,000) shares, par value $.0001. The complete text
of the proposed amendment to the
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Company's Certificate of Incorporation is set forth as Exhibit "A" to this
Information Statement.
By written consent in lieu of a meeting, stockholders owning as of March
28, 2000, a majority of the outstanding Common Stock approved the Amendment.
EFFECT OF THE AMENDMENT
After the Amendment becomes effective, the Company will have authorized
eighty-five million (85,000,000) shares of Common Stock and one million
(1,000,000) shares of Preferred Stock. This change does not effect the relative
rights or privileges of the holders of the currently outstanding Common Stock,
and the newly authorized shares of Common and Preferred Stock will have the same
rights as the presently authorized shares of Common and Preferred Stock.
There can be no assurances, nor can the Board of Directors of the Company
predict, what effect, if any, the increase in authorized Common Stock and
Preferred Stock will have on the market price of the Company's Common Stock.
Under Delaware law, stockholders are not entitled to dissenters' rights of
appraisal as a result of the Amendment.
REASON FOR THE AMENDMENT
In unanimously recommending the Amendment, the Board of Directors was
principally influenced by the Company's need (1) to have available sufficient
Common Stock to perform its commitments to issue a substantial number of shares
of Common Stock pursuant to outstanding stock options, its December 1999
$2,000,000 Funding Agreement with Alliance Equities, Inc. ("Alliance") and
Alliance's related 600,000 share Common Stock Purchase Warrant and (2) have
available sufficient additional authorized capital stock to give the Company the
capability to (a) raise the substantial additional capital it currently requires
to maintain its operations and implement its business plan (the Company's
principal source of funding since its inception has been private placements of
equity
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securities), (b) make acquisitions and (c) attract and retain qualified
personnel by offering stock options.
Manassas, Virginia By Order of the Board of Directors
May 27, 2000
By: /s/ Sy Robert Picon
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Sy Robert Picon
Chief Executive Officer
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EXHIBIT "A"
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SYCONET.COM, INC.
(under Section 242 of the General Corporation Law)
The undersigned corporation, in order to amend its Certificate of
Incorporation, hereby certifies as follows:
FIRST: The name of the corporation is: SYCONET.COM, INC.
SECOND: The corporation hereby amends its Certificate of Incorporation as
follows:
Paragraph FOURTH of the Certificate of Incorporation, relating to the
Corporation's authorized shares of capital stock, is hereby amended to read
as follows:
"FOURTH: The aggregate number of shares which the Corporation shall
have authority to issue is eighty-six million (86,000,000) shares, of
which eighty-five million (85,000,000) shares shall be designated
common stock and shall have a par value of $.0001 per share and one
million (1,000,000) shares shall be designated preferred stock and
shall have a par value of $.0001 per share.
THIRD: The amendment effected herein was authorized by written consent of the
holders of a majority of the outstanding shares entitled to vote thereon;
written notice of this corporate action has been given to all stockholders
entitled to vote thereon who did not consent in writing to such action pursuant
to Sections 228 and 242 of the General Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements
made herein are true under the penalties of perjury, this _____ day of
_________, 2000.
/s/ Sy R. Picon
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Sy R. Picon
President and
Chief Executive Officer
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