UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
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
TROYDEN CORPORATION
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(Name of Registrant as Specified In Its Chapter)
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 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 (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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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INFORMATION STATEMENT TROYDEN CORPORATION 2 OF 2
Preliminary Copy
TROYDEN CORPORATION
(a Nevada corporation)
INFORMATION STATEMENT
Date first mailed to stockholders: July , 2000
1100 Melville Street, 6th Floor
Vancouver, B.C., V6E 4A6
(Principal Executive Offices)
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
ITEM 1. INFORMATION REQUIRED BY ITEMS OF SCHEDULE 14A.
a. Introduction.
This Information Statement has been filed with the Securities and Exchange
Commission and is being mailed or otherwise furnished to the registered
stockholders of Troyden in connection with the prior approval by the board of
directors of Troyden, and receipt by the board of approval by written consent of
the holders of a majority of Troyden's outstanding shares of common stock, of a
resolution to amend Article 1 of the Articles of Troyden by changing the name of
Troyden to "Communicate.com Inc.", or, if the new name is unacceptable to the
applicable regulators having jurisdiction over the affairs of Troyden, to any
such other name that is approved by the board of directors in its sole
discretion (the "Amendment").
Section 320 of the Nevada Private Corporations Act and the By-laws of Troyden
provide that any action required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting if a written consent approving the
action is signed by stockholders holding at least 51% of the voting power.
On July 14, 2000, the board of directors of Troyden approved and recommended the
Amendment. Subsequently, the holders of a majority of the voting power executed
and delivered to Troyden written consents approving the Amendment, in lieu of a
meeting. Since the holders of the required majority of common stock have
approved the Amendment, no proxies are being solicited with this Information
Statement.
Troyden has obtained all necessary corporate approvals in connection with the
Amendment and your consent is not required and is not being solicited in
connection with the approval of the Amendment. This Information Statement is
furnished solely for the purpose of informing stockholders in the manner
required under the Securities Exchange Act of 1934 of these corporate actions
before they take effect.
The Amendment will not become effective until (i) 21 days from the date this
Information Statement is first mailed to the stockholders, or, (ii) such later
date as approved by the board of directors, in its sole discretion.
This Information Statement is dated July ___, 2000 and is first being mailed to
stockholders on or about July ____, 2000
b. Dissenters' Right of Appraisal.
Under Nevada General Corporate Law and the Articles and By-laws of Troyden,
holders of shares of common stock of Troyden are not entitled to dissenters'
appraisal rights in connection with the Amendment.
c. Voting Securities and Principal Holders Thereof
As of June 30, 2000, there were 9,300,000 outstanding shares of common stock of
Troyden, each of which is entitled to one vote for the purpose of approving the
Amendment. Stockholders of record at the close of business on July 17, 2000 (the
date of the stockholders' written consent) were furnished copies of this
Information Statement.
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INFORMATION STATEMENT TROYDEN CORPORATION 3 OF 3
To the best knowledge of Troyden, the following table sets forth all persons
beneficially owing more than 5% of the common stock of Troyden as at June 30,
2000. Unless otherwise indicated, each of the following persons may be deemed to
have sole voting and dispositive power with respect to such shares.
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(1) (2) (3) (4)
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNER [1] OF CLASS [2]
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Common Stock Larry Davis 600,000 6.45%
1839 Denstone Place
Lemon Grove, CA 91945
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[1] The listed beneficial owner has no right to acquire any shares within 60
days of the date of this Information Statement from options, warrants,
rights, conversion privileges or similar obligations.
[2] Based on 9,300,000 shares of common stock issued and outstanding as of June
30, 2000.
The following table sets forth certain information, as of June 30, 2000,
concerning the ownership of shares of common stock of Troyden by the sole
director and officer of Troyden.
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(1) (2) (3) (4)
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNER [1] OF CLASS [2]
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Common Stock Gerry Nel 0 0%
207 - 1999 Nelson Street
Vancouver, B.C., V6G 1N4
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Common Stock Directors and Executive 0 0%
Officers (as a group)
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[1] The listed beneficial owner has no right to acquire any shares within 60
days of the date of this Information Statement from options, warrants,
rights, conversion privileges or similar obligations.
[2] Based on 9,300,000 shares of common stock issued and outstanding as of June
30, 2000.
On June 12, 2000, Larry Davis resigned as a director and as the president of
Troyden and Theresa Gardner resigned as director and as the secretary and
treasurer of Troyden. In their place, Gerry Nel was appointed the sole director
and the president, CEO, secretary and treasurer of Troyden. As a result of this
change in management, there was a change in control of Troyden.
ITEM 2. STATEMENT THAT PROXIES ARE NOT SOLICITED.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
ITEM 3. INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON.
The board of directors approved the Amendment on July 14, 2000. At that time and
as of the date of this Information Statement, the sole director and officer of
Troyden did not own any shares of common stock of Troyden and has no substantial
interest, direct or indirect, in the Amendment. As for the former directors and
officers of Troyden, Larry Davis owned 600,000 shares of common stock at the
time the Amendment was approved.
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INFORMATION STATEMENT TROYDEN CORPORATION 4 OF 4
ITEM 4. PROPOSALS BY SECURITY HOLDERS.
Not applicable as no proposals submitted.
BY ORDER OF THE BOARD OF DIRECTORS
Dated July ____, 2000 ---------------------------------------
GERRY NEL - PRESIDENT
