SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE SECURITIES EXCHANGE ACT OF 1934
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
STARTRONIX INTERNATIONAL, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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STARTRONIX INTERNATIONAL, INC.
7700 IRVINE CENTER DRIVE, SUITE 510
IRVINE, CALIFORNIA 92618
INFORMATION STATEMENT
INTRODUCTION
This information statement is being mailed or otherwise furnished to
stockholders of StarTronix International, Inc., a Delaware corporation (the
"Company"), in connection with the prior receipt by the Board of Directors
of approval by written consent of the holders of a majority of the Company's
Common and Preferred Stock (the "Voting Capital Stock") of a proposal (the
"Proposal") to approve an amendment (the "Amendment") to the Certificate of
Incorporation to (i) increase the authorized capital stock to 110,000,000
shares from 60,000,000 shares, which will include an increase of the
authorized shares of common stock, par value $0.001 per share, to
100,000,000 shares from 50,000,000 shares, and (ii) effectuate a 20-for-1
reverse stock split of the presently issued and outstanding shares of common
stock.
The Board of Directors believes that it is advisable and in the best
interests of the Company to have available additional authorized but
unissued shares of common stock in an amount adequate to provide for future
needs.
This information statement is being first sent to stockholders on or
about April ___, 1999. The Company anticipates that the Amendment will
become effective on or about April ___, 1999.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
VOTE REQUIRED
The vote which was required to approve the Proposal was the
affirmative vote of the holders of a majority of the Company's Voting
Capital Stock. Each holder of Common Stock is entitled to one (1) vote for
each share held. The holders of Series C Preferred Stock are not entitled
to vote on any matters presented to the shareholders. Each holder of Series
D Convertible Preferred Stock is entitled to ten (10) votes for each share
held.
The record date for purposes of determining the number of
outstanding shares of Common Stock and Preferred Stock of the Company, and
for determining stockholders entitled to vote, is the close of business on
April 5, 1999 (the "Record Date"), the day on which the Board of Directors
of the Company adopted the resolution setting forth and recommending the
Amendment. As of the Record Date, the Company had outstanding 38,988,785
shares of Common Stock, 65,000 shares of Series C Preferred Stock, and
9,000,001 shares of Series D Convertible Preferred Stock. Holders of the
shares of all classes have no preemptive rights. All outstanding shares of
all clases are fully paid and nonassessable. The transfer agent for the
Common Stock and the Series C Preferred Stock is American Securities
Transfer & Trust, Inc.
<PAGE>
VOTE OBTAINED - SECTION 228 OF THE DELAWARE GENERAL CORPORATION LAW
Section 228 of the Delaware General Corporation Law (the "Delaware
Law") provides that the written consent of the holders of the outstanding
shares of Voting Capital Stock, having not less than the minimum number of
votes which would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted, may be
substituted for such a special meeting. Pursuant to Section 242 of the
Delaware Law and the Bylaws of the Company, a majority of the outstanding
shares of Voting Capital Stock entitled to vote thereon is required in order
to amend the Certificate of Incorporation. In order to eliminate the costs
and management 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 Board of Directors of
the Company voted to utilize, and did in fact obtain, the written consent of
the holders of a majority in the interest of the Voting Capital Stock of the
Company.
Pursuant to Section 228 of the Delaware Law, the Company is required
to provide prompt notice of the taking of the corporate action without a
meeting to the stockholders of record who have not consented in writing to
such action. This Information Statement is intended to provide such notice.
No dissenters' or appraisal rights under the Delaware Law are afforded to
the Company's stockholders as a result of the approval of the Proposal.
PROPOSAL TO INCREASE THE AUTHORIZED
CAPITAL STOCK OF THE COMPANY
AND EFFECTUATE A 20-FOR-1 REVERSE STOCK SPLIT
GENERAL
On April 5, 1999, the Board of Directors approved, subject to
stockholder approval, an Amendment to the Company's Certificate of
Incorporation to (i) increase the authorized capital stock to 110,000,000
shares from 60,000,000 shares, which will include an increase of the
authorized shares of common stock, par value $0.001 per share, to
100,000,000 shares from 50,000,000 shares, and (ii) effectuate a 20-for-1
reverse stock split of the presently issued and outstanding shares of common
stock. On April 6, 1999, the Proposal was approved by written consent of a
holders of a majority of the Company's Voting Capital Stock, voting together
as a single class.
INCREASE IN AUTHORIZED CAPITAL STOCK
On April 5, 1999, the Board of Directors of the Company approved,
declared it advisable and in the Company's best interests and directed that
there be submitted to the holders of a majority of the Company's Voting
Capital Stock for action by written consent the proposed amendment to
Article 4 of the Company's Certificate of Incorporation to increase the
authorized capital stock from 60,000,000 shares to 110,000,000 shares by
virtue of an increase in the authorized shares of common stock to
100,000,000 shares from 50,000,000 shares, and to effectuate a 20-for-1
reverse stock split of the presently issued and outstanding shares of common
stock. The Board of Directors has fixed the close of business on April 5,
1999 as the record date for the determination of shareholders who are
entitled to give consent and receive this information statement. As of the
Record Date, the Company had outstanding 38,988,785 shares of Common Stock
held by 965 shareholders of record, 65,000 shares of Series C Preferred
Stock held by two shareholders of record, and 9,000,001 shares of Series D
Convertible Preferred Stock held by three shareholders of record.
<PAGE>
The Board of Directors believes that it is advisable and in the
Company's best interests to have available additional authorized but
unissued shares of Common Stock in an amount adequate to provide for the
Company's future needs. The additional shares also will be available for
issuance from time to time by the Company in the discretion of the Board of
Directors, normally without further stockholder action (except as may be
required for a particular transaction by applicable law, requirements of
regulatory agencies or by stock exchange rules), for any proper corporate
purpose including, among other things, future acquisitions of property or
securities of other corporations, stock dividends, stock splits, stock
options, convertible debt and equity financing. The availability of
additional authorized but unissued shares will be achieved by (i) increasing
the authorized common stock to 100,000,000 shares, and (ii) effectuating a
20-for-1 reverse stock split of the presently issued and outstanding common
stock. Both of these steps are necessary, in the judgment of the Board of
Directors, in order to attract potential new equity capital and carry out
the Company's business objectives.
CERTAIN MATTERS RELATED TO THE PROPOSAL
The Amendment will become effective upon filing the Amendment to the
Company's Certificate of Incorporation, anticipated to be approximately 10
days after this Information Statement has been distributed to the Company's
stockholders.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the
Company regarding the beneficial ownership of each class of the Company's
voting securities as of April 5, 1999, by (a) each beneficial owner of more
than 5% of the Company's Common Stock or Preferred Stock, (b) the Chief
Executive Officer and the other executive officers who earned more than
$100,000 during the last fiscal year (c) each director of the Company and
(d) all directors and executive officers of the Company as a group. Except
as otherwise indicated, each person has sole voting and investment power
with respect to all shares shown as beneficially owned, subject to community
property laws where applicable.
<TABLE>
<CAPTION>
Amount and
Nature of
Title of Beneficial Percent of
Class Name and Address of Beneficial Owner Ownership (1) Class
<S> <C> <C> <C>
Common Stock Rana Investment Company (2) 6.6%
Rana Star Investment Company Ltd. 2,600,000
P.O. Box 60148
Riyadh, Saudi Arabia 11545
Common Stock Greg Gilbert - 0 -
7700 Irvine Center Drive, Suite 510 - 0 -
Irvine, California 92618
Common Stock Gabriel Nassar - 0 -
7700 Irvine Center Drive, Suite 510 - 0 -
Irvine, California 92618
Common Stock Gene Abbadessa - 0 -
7700 Irvine Center Drive, Suite 510 - 0 -
Irvine, California 92618
Common Stock All Directors and Officers as a group (three - 0 - - 0 -
Series C Cygni S.A. 50,000 77.0%
Preferred c/o Herb Summers & Schneider LLP
Stock 600 Old Country Road
Garden City, NY 11530
Series C Shalom Lebenthal 15,000 23.0%
Preferred c/o Herb Summers & Schneider LLP
Stock 600 Old Country Road
Garden City, NY 11530
Series D Greg Gilbert (3) 7,503,793 83.4%
Convertible 7700 Irvine Center Drive, Suite 510
Preferred Irvine, CA 92618
Stock
Series D Gabriel Nassar 748,104 8.3%
Convertible 7700 Irvine Center Drive, Suite 510
Preferred Irvine, CA 92618
Stock
Series D Gene Abbadessa 748,104 8.3%
Convertible 7700 Irvine Center Drive, Suite 510
Preferred Irvine, CA 92618
Stock
Preferred All Directors and Officers as a group (three
Stock people) 9,000,001 100.0%
</TABLE>
(1) Applicable percentage ownership is based on 38,988,785 shares of
Common Stock outstanding as of April 5, 1999, 65,000 shares of
Series C Preferred Stock outstanding as of April 5, 1999, and
9,000,001 shares of Series D Convertible Preferred Stock outstanding
as of April 5, 1999.
(2) According to a Schedule 13D dated December 31, 1996 filed with the
SEC by Rana Investment Company.
<PAGE>
(3) Includes 7,503,793 shares held by the Gilfam Trust as to which Mr.
Gilbert claims voting and investment control.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Greg Gilbert
Greg Gilbert
President
April ___, 1999
Irvine, California
