SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
I.T. TECHNOLOGY, INC.
------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------------
(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 transactions 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:
[CAPTION]
I.T. TECHNOLOGY, INC.
Corporate Office:
34-36 Punt Road
Windsor 3181
Melbourne, Victoria
Australia
October 23, 2000
To: All stockholders of I.T. TECHNOLOGY, INC.
From: Levi Mochkin, Chairman of Board and Chief Executive Officer
Subject: Special Meeting of Shareholders
Dear Shareholders:
In August, the Company's registration statement on Form SB-2 was declared
effective by the United States Securities and Exchange Commission. However, due
to the changes in the stock market and business environment, the Board of
Directors has come to the conclusion that the currently proposed stock offering
of the Company is not viable. The Board of Directors has examined the different
options available to the Company to meet the goals of its business plan,
eliminate existing debt and debt to be assumed, and has approved a
restructuring plan which calls for the implementation of a new plan of
distribution and pricing of the company's stock designed to accomplish the
company's financing goals.
The new plan of distribution requires that the share capital of the company be
restructured, and that is the issue for the shareholders to consider at the
upcoming special meeting. The Board proposes a 5 for 1 forward split of the
existing share capital of the corporation, an amendment to the certificate of
incorporation to effectuate that split, and an amendment to article 9 of the
certificate of incorporation to authorize the shareholders to consent in
writing to certain matters. I ask you to read the enclosed materials fully and
thoroughly. I look forward to an upcoming year filled with prosperity and
success to all of us.
Thank you for your continuing support.
Levin Mochkin
----------------
Levin Mochkin,
Chairman and Chief
Executive Officer
[CAPTION]
I.T. TECHNOLOGY, INC.
Corporate Office:
34-36 Punt Road
Windsor 3181
Melbourne, Victoria
Australia
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
NOVEMBER 6, 2000
9:00 A.M. AUSTRALIAN TIME
------------------------------
NOTICE IS HEREBY GIVEN, that the 2000 Annual Meeting of Shareholders of I.T.
TECHNOLOGY, INC., a Delaware corporation ("ITT"), will be held at 3:00 p.m.
Pacific Daylight Time on November 6, 2000 at 9:00 a.m., Australian time, at the
Company's offices at 34-36 Punt Road, Windsor Melbourne Victoria, 3181
Australia, for the following purposes:
(1) To approve the 5-1 forward split of common shares of ITT;
(2) To authorize an amendment to article 9 of the certificate of incorporation
of the company to authorize any action required or permitted to be taken by
shareholders to be effected either at a shareholder's meeting or by consent in
writing, pursuant to Delaware corporation law; and
(3) To transact such other business as may properly come before the 2000 Annual
Meeting and any adjournment thereof.
The Company has fixed the close of business on September 30, 2000 as the Record
Date for the determination of Company shareholders entitled to receive notice
of, and to vote at, the Annual Meeting and any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS,
Levi Mochkin
----------------------
Melbourne, Australia Levin Mochkin
October 24, 2000 Chief Executive Officer
and Chairman of the Board
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING
IN PERSON. SHAREHOLDERS WHO ATTEND THE MEETING IN PERSON HAVE THE RIGHT TO
REVOKE THEIR PROXIES AND VOTE THEIR SHARES IN PERSON, IF THEY SO DESIRE.
----------------------------------
I.T. TECHNOLOGY, INC.
PROXY STATEMENT
FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 6, 2000
I. INTRODUCTION
The Board of Directors of I.T. TECHNOLOGY, INC., a Delaware corporation (the
"Company"), is soliciting the accompanying Proxy in connection with its 2000
Special Meeting of Shareholders of the Company to be held at 9:00 a.m.
Australian Time on November 6, 2000, and any adjournments thereof. This Proxy
Statement, the Notice of Special Meeting and Proxy Card, are being mailed to
shareholders on or about October 24, 2000.
II. OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed the close of business on
September 30, 2000, as the record date for the determination of those holders
of Common Stock of the Company entitled to receive notice of, and vote at, the
Annual Meeting. Persons who were not shareholders on such date will not be
allowed to vote at the Special Meeting. At the close of business on the record
date, there were 16,500,000 shares of the Company's Common Stock issued and
outstanding. The Common Stock is the only outstanding class of capital stock of
the Company entitled to vote at the Meeting. Each share of Common Stock is
entitled to one vote on each matter to be voted on at the meeting. Holders of
Common Stock are not entitled to cumulative voting rights. A majority of the
shares entitled to vote present in person or represented by proxy at the Annual
Meeting, is required for approval of each of the Company's three proposals.
Shares of Common Stock that are represented by properly executed proxies,
unless such proxies have previously been revoked, will be voted in accordance
with the instructions indicated in such proxies. If no instructions are
indicated, such common shares will be voted "FOR" approval of each of the four
proposals and in the discretion of the proxy holders for any other matter that
may properly come before the Annual Meeting. If a shareholder abstains from
voting as to any matter, then the shares held by such shareholder shall be
deemed present at the meeting for purposes of determining a quorum, and for
purposes of calculating the vote with respect to such matter, but shall not be
deemed to have been voted in favor of such matter. Abstentions, therefore, as
to any proposal will have the same effect as votes against such proposal. If a
broker returns a "non-vote" proxy, indicating a lack of voting instructions by
the beneficial holder of the shares and a lack of discretionary authority on
the part of the broker to vote a particular matter, then in such instance, the
shares covered by such "non-vote" proxy shall be deemed to be present at the
meeting for purposes of determining a quorum, but shall not be deemed to be
represented at the meeting for purposes of calculating the vote required for
approval of such matter.
A shareholder who has given a proxy may revoke it at any time prior to its
exercise at the Special Meeting by filing with the Chief Executive Officer of
the Company, Mr. Levi Mochkin, at the address set forth above, a written
revocation of such proxy, or by executing and delivering a duly-executed proxy
bearing a later date, or by simply voting the common shares covered thereby by
separate written ballot to be disseminated at the Special Meeting.
In addition to soliciting proxies by mail, officers, directors and employees of
the Company, without receiving additional compensation therefor, may solicit
proxies personally, or by telephone, telegram or other forms of communication,
including wire facsimile. The Company has not retained a proxy solicitation
firm, and instead, will use its own best efforts to solicit as many proxies as
practicable in the time available before the Annual Meeting.
III. PRINCIPAL SHAREHOLDERS; MANAGEMENT SHARE HOLDINGS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of September 30, 2000, by: (I) each
current director; each nominee for director, and executive officer of the
Company; (ii) all directors and executive officers as a group; and (iii) each
shareholder who owns more than five percent of the outstanding shares of the
Company's Common Stock. Except as otherwise indicated, the Company believes
each of the persons listed below possesses sole voting and investment power
with respect to the shares indicated.
NAMES OF EXECUTIVE SHARES PERCENTAGE
OFFICER, DIRECTORS BENEFICIALLY BENEFICIALLY
AND 5% HOLDERS OWNED OWNED
------------------ ----------- -----------
Ledger Technologies Pty. Ltd. 6,300,000 38.18%
Levi Mochkin (2)
Istanz Nominees Pty. Ltd. 3,700,000 22.42%
Helen Abeles (3)
Riccalo Pty. Ltd. 2,000,000 12.12%
Henry Herzog (4)
Eurolink International Pty. Ltd. 2,000,000 12.12%
Jonathan Herzog (5)
Actor Aus. Pty. Ltd. 750,000 4.5%
Farrel Meltzer (6)
Tibia Nominees Pty. Ltd. 1,600,000 9.69%
Anthony Davis (7)
All Directors and Officers as a Group 15,850,000 96.06%
----------
(1) Pursuant to the rules promulgated by the SEC, all shares underlying options
which were exercisable on July 19, 2000, or which become exercisable within 60
days, held by a described person are deemed to be "beneficially owned:. The SEC
rules further require that every person who has or shares the power to vote or
dispose of shares of common stock are deemed to be the "beneficial owner" of
all of the shares of common stock over which any such sole or share power
exists.
(2) Lisa Mochkin, spouse of Levi Mochkin, a director and Chief Financial
officer, is a director of Leger Technologies Pty. Ltd. Levi Mochkin is an
affiliate of Ledger Technologies and may be deemed to be a beneficial owner of
the shares held by Ledger. Lisa Mochkin is the daughter of Henry Herzog and the
sister of Jonathan Herzog. Ledger Technologies Pty. Ltd. recently subscribed to
an additional 1,800,000 shares, which would bring the total number of shares
that may be deemed to be beneficially owned by Mr. Mochkin to 8,100,000, or
44.26%. In addition, the Board of Directors, at its last special meeting,
approved the conversion of $905,000 in debt owed to Ledger Technologies, Pty.
Ltd. to common stock at the ratio of $.04 per post-split common shares.
(3) Helen Abeles, a director, is an affiliate of Instanz Nominees Pty Ltd. Ms.
Abeles exercises shared investment and voting power over these shares and may
be deemed to be a beneficial owner thereof. In addition, the Board of
Directors, at its last special meeting, approved the conversion of $150,000 in
debt owed to Instanz Nominees, Pty. Ltd. to common stock at the ratio of $.04
per post-split common shares.
IV. EXECUTIVE COMPENSATION
Consulting Agreement with Mendel Mochkin
The Company has entered into a consulting agreement dated as of June 18, 1999,
amended as of February 24, 2000, with Mendel Mochkin, pursuant to which we have
agreed to compensate Mendel Mochkin with shares of our common stock, in part
subject to the completion of all stages of our investment in Stampville. Upon
execution of his consulting agreement, the company issued an additional 150,000
shares of common stock to Mendel Mochkin and have agreed to issue up to an
additional shares. Pursuant to Mr. Mochkin's consulting agreement, as amended,
so long as Mr. Mochkin remains an employee or consultant to the company or to
Stampville and we continue to own at least 10% of Stampville's outstanding
common stock, Mr. Mochkin is entitled to additional distributions form us equal
to 1% of distributions or payments to Stampville's shareholders by way of cash
or property distributions, other than by way of stock splits, stock dividends
or similar distributions, or in the event of the sale or other disposition of
the Stampville stock as a result of certain business combinations or
transactions by its shareholders. These bonus payments to Mr. Mochkin shall be
of the same kind and shall occur at the same time as the distributions to
Stampville shareholders and shall be subject to adjustment to reflect certain
prior distribution to Stampville's shareholders.
Mr. Mochkin is the brother of Levi Mochkin, a director and Chief Executive
Officer.
Consulting agreement with Petty Consulting, Inc. for the services of Robert
Petty.
On January 17, 2000, the company entered into a one-year consulting agreement
with Petty Consulting, Inc., pursuant to which Robert Petty agreed to provide
consulting services with annual compensation payable to his consulting
corporation, to be paid in accordance with our general compensation practices.
Robert Petty was granted options to purchase up to a total of 1,450,000 shares
of common stock as of the date of the execution of the consulting agreement.
These options were canceled by order of the Board of Directors on October 20,
2000, and the Board granted Mr. Petty an option to purchase up to 5,000,000
post-split shares of common stock over the next three years at a price of $.10
per share; the final terms of which option are to be determined by the Chief
Financial Officer of the company.
V. PROPOSAL NUMBER ONE - 5 FOR 1 FORWARD SPLIT OF THE COMMON SHARE CAPITAL OF
I.T. TECHNOLOGY, INC.
The Board of Directors has decided that the present financing plan of the
company is not viable, given the present outlook of the stock market and that
the current underwriting arrangements are not likely to raise enough capital
for the company to service its debt and continue to operate. Therefore, on
September 28, 2000, in order to enable the company to eliminate its debt and
obtain enough financing to fund its plan of operations, the Board of Directors
approved a new restructuring plan of the company which provides for: 1) a
forward split of the share capital of the company 5 shares for every one share;
2) a private placement of $450,000 worth of common stock of the company at $.25
per share; and 3) a revision of the initial public offering price to $.10 per
post-split share and to change the offering to a self-underwritten offering as
opposed to a best efforts offering underwritten by an NASD member broker.
The forward split will result in each outstanding share being converted to five
shares, and the authorized share capital will increase from 100,000,000 shares
to 500,000,000 shares. In addition, the par value of each share will decrease
five-fold from $.001 per share to $.0002 per share.
The forward split requires an amendment to the certificate of incorporation of
the company, which can only be done by Board resolution and approval by the
shareholders. On October 20, 2000, the Board of Directors adopted the following
resolution to effectuate the forward split:
WHEREAS, the Board of Directors has resolved to restructure the capital
structure of the corporation, to effectuate a 5 to 1 forward split of its share
capital and to restructure its initial public offering,
IT IS RESOLVED, that Article 4 of the Certificate of Incorporation
is hereby amended to read as follows:
4. This corporation is authorized to issue two classes of shares: Common and
Preferred. The number of Common shares which the corporation is authorized to
issue is five hundred million (500,000,000), each with a par value of $.0002
per share, in order to reflect a 5 for 1 forward share split. The number of
Preferred shares which the corporation is authorized to issue is twenty five
million (25,000,000) each with $.001 per share par value, which preferred stock
may be issued in one or more series as may be determined from time to time by
the Board of Directors, each of which series shall be distinctly designated.
The Board of Directors is hereby authorized to fix or alter the voting rights,
designations, powers, preferences, and relative and other special rights, and
the qualifications, limitations and restrictions of any wholly unissued series
of preferred stock, and the number of shares of such series, and to increase or
decrease the number of shares of any such series subsequent to the issue of
shares of that series, but not below the number of shares of such series then
outstanding. In case the number of shares of any series shall be decreased, the
shares constituting such decrease shall resume the status which they had prior
to the adoption of the resolution originally fixing the number of shares of
that series."
VI. PROPOSAL NUMBER TWO - TO AMEND THE CERTIFICATE OF INCORPORATION
TO AUTHORIZE ACTION BY WRITTEN CONSENT OF SHAREHOLDERS
On October 20, 2000, the Board of Directors adopted a resolution allowing
actions required to or permitted to be taken by shareholders of the company to
be done by written consent of shareholders pursuant to Delaware law. The
following is a copy of the resolution:
IT IS FURTHER RESOLVED, that Article 9 of the certificate of incorporation and
Section 2.9 of the By Laws of the corporation be amended to read as follows:
"Any action required or permitted to be taken by the stockholders of the
corporation shall be effected either at a duly called annual or special meeting
of stockholders of the corporation or by consent in writing by the holders of
outstanding stock pursuant to Section 228 of the DGCL or any other provision of
the DGCL. Except as otherwise required by law, stockholders may not call any
special meeting of stockholders and special meetings of stockholders may only
be called by the Board of Directors of the corporation."
I. PROPOSAL NUMBER ONE CALLS FOR THE APPROVAL OF A 5 FOR ONE FORWARD SPLIT OF
THE COMMON CAPITAL STOCK OF ITT. THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL NUMBER ONE.
II. PROPOSAL NUMBER TWO CALLS FOR THE SHAREHOLDERS TO AMEND THE ARTICLES OF
INCORPORATION TO AUTHORIZE ACTION TO BE TAKEN BY WRITTEN CONSENT OF
SHAREHOLDERS. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
PROPOSAL NUMBER TWO.
VII. OTHER BUSINESS
No business, other than as set forth herein, is expected to come before the
Special Meeting. Should any other matter requiring a vote of the shareholders
arise, including any question related to any adjournment of the meeting, the
persons named in the enclosed Proxy will vote thereon according to their best
judgment and in the best interests of the Company and its shareholders.
VIII. SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and intended
to be presented at the Special Meeting of Shareholders must be received by the
Company by October 30, 2000. The proposal will be presented at the Special
Meeting, but not included in the Company's Proxy Statement, and related proxy
solicitation materials, for the Company's Special Meeting of Shareholders.
BY ORDER OF THE BOARD OF DIRECTORS,
Levi Mochkin
----------------
LEVI MOCHKIN
Chairman of the Board of Directors
Chief Executive Officer
Melbourne, Australia, October 24, 2000
[CAPTION]
PROXY
The undersigned shareholder of I.T. TECHNOLOGY, INC. (The "Company") hereby
appoints Levi Mochkin, as proxy holder of the undersigned to attend the annual
general meeting of the Company to be held on November 6, 2000 and any
adjournment thereof with authority to act and vote at the meeting for and on
behalf of the undersigned and directs the proxy holder to vote the common
shares held by the undersigned in respect of the matters indicated below as
follows:
PROPOSAL ONE: TO REVERSE SPLIT THE CAPITAL SHARES OF THE COMPANY 1 FOR EVERY
100 SHARES NOW HELD:
_______ FOR
_______ AGAINST
_______ ABSTAIN
PROPOSAL TWO: TO AMEND THE CERTIFICATE OF INCORPORATION TO AUTHORIZE
SHAREHOLDER ACTION BY WRITTEN CONSENT.
________ FOR
_______ AGAINST
_______ ABSTAIN
PLEASE SIGN AND DATE BELOW
INSTRUCTION: Please sign your name exactly as it appears on your stock
certificate. When shares are held by joint owners, both should sign. When
signing as attorney, executor, administrator, trustee or guardian, give your
full title as such. If a corporation, please sign in full corporate name by the
duly authorized officer. If a partnership, please sign in partnership name by
an authorized person.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD IN THE ENCLOSED ENVELOPE TODAY.
THIS REPLACES AND REVOKES ANY OTHER PROXIES YOU MAY HAVE BEEN PRESENTED. NO
POSTAGE IS REQUIRED.
Executed this ____day of _________, 2000.
________________________
Name of Shareholder
________________________
Signature of Shareholder
________________________________
Address (if different from above)
Signature of Shareholder
________________________________
Share Certificate
________________________________
Number of Shares voted
