SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.________)
[X] Preliminary information statement [_] Confidential, for the use of the
Commission only (as permitted
by Rule 14c-5(d)(2)).
[_] Definitive information statement
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(Name of Registrant as Specified in Its Charter)
PHOENIX INTERNATIONAL INDUSTRIES, INC.
Payment of Filing Fee (check the Appropriate box):
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[_] Fee computed on table below per Exchange Act Rules 14c-5(s)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total Fee Paid:
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[_] 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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PHOENIX INTERNATIONAL INDUSTRIES, INC.
1750 Osceola Drive
West Palm Beach, FL 33409
(561) 688-0440
INFORMATION STATEMENT
This Information Statement is being furnished to the shareholders of
Phoenix International Industries, Inc., a Florida corporation ("Company"), in
connection with the approval of amendments to the Company's Articles of
Incorporation to increase the number of the Company's authorized Common Stock to
200,000,000 and to authorize the issuance of up to 200,000 shares of Preferred
Stock with the voting powers, designations, preferences and relative,
participating, optional and other rights, qualifications and restrictions of
which may be determined by the Board of Directors as more specifically set forth
in the text of the Amendment set forth herein (the "Amendment") by the written
consent of the holders of a majority of the issued and outstanding shares of the
Company's Common Stock.
Only shareholders of record at the close of business on February 2,
2000 (the "Record Date") are entitled to notice of the action to be taken by
written consent. At the close of business on the Record Date, the Company had
17,658,847 shares of its Common Stock issued and outstanding.
A vote of the holders of a majority of the issued and outstanding
shares is required to approve the Amendment. All holders of record as of the
Record Date may submit written consents to the Company with respect to the
Amendment, however, no such consents are being solicited. No appraisal or other
similar rights are available to dissenters of the Amendment. The holders of a
majority of the outstanding shares of Common Stock of the Company have advised
that they intend to consent to the Amendment. Therefore, the Company anticipates
that the Amendment will be approved.
The Company will bear all of the costs of the preparation and
dissemination of this Information Statement. No consideration has been or will
be paid to any officer, director, or employee of the Company in connection with
the proposed Amendment or the preparation and dissemination of this Information
Statement or otherwise in connection with the proposed Amendments.
Correspondence with respect to the proposed Amendment should be
addressed to the Secretary of the Company at the Company's principal executive
offices at 1750 Osceola Drive, West Palm Beach, FL 33409.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY. THIS INFORMATION STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF THE AMENDMENT OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS INFORMATION STATEMENT. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
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PURPOSE OF THE AMENDMENTS
INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
The authorized capital of the Company currently consists of 20,000,000
of Common Stock, $.001 par value per share. If the Amendments are approved, the
authorized capital will be 200,000,000 shares of Common Stock, $.001 par value
per share. There are currently 17,658,847 shares of Common Stock issued and
outstanding.
The increase in authorized Common Stock to 200,000,000 shares would
provide the Company with flexibility for future financings or acquisitions.
However, no specific issuances are presently contemplated. Any such issuances
could be authorized by the Board of Directors without further action by the
shareholders.
AUTHORIZATION OF 200,000 SHARES OF PREFERRED STOCK
The Board of Directors has recommended that the Articles of
Incorporation be amended to authorize 200,000 shares of Preferred Stock, $.001
par value, with voting powers, designations, preferences, and relative,
participating, optional and other special rights, qualifications and
restrictions thereof, which may be determined by the Board of Directors at the
time of issuance. Any such issuances could be authorized by the Board of
Directors without further action by the shareholders. However, no specific
issuances are presently contemplated.
The authorization of 200,000 shares of Preferred Stock is intended to
provide additional flexibility to the Company for possible capital
reorganization, acquisitions, financing, exchange of securities, public
offerings and other corporate purposes. By authorizing such shares at this time,
the Board of Directors would be a position to issue shares of Preferred Stock
without the delay of calling a shareholders meeting or seeking written consents
in lieu thereof if one or more suitable opportunities present themselves to the
Company.
The issuance of Preferred Shares with voting rights could have an
adverse effect on the voting power of the holders of Common Stock by increasing
the number of outstanding shares having voting rights. In addition, if the Board
of Directors authorizes the issuance of Preferred Stock with conversion rights,
the number of common shares outstanding could potentially increased up to the
authorized amount. The issuance of Preferred Stock could decrease the amount of
earnings and assets available for distribution to holders of Common Stock and
the issuance could also have the effect of delaying, deterring or preventing a
change of control of the Company through the acquisition of shares of Common
Stock, including a change of control that could result in a premium being
offered over the market price for the Common Stock.
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
In order to complete the Amendment, the Company's Board of Directors
has unanimously adopted resolutions approving and recommending that shareholders
authorize an Amendment to Article IIIA of the Company's Articles of
Incorporation to read as follows:
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The total amount of capital stock which this Corporation shall have the
authority to issue shall be 200,000,000 shares of Common Stock of the
par value of $.001 per share, and 200,000 shares of Preferred Stock of
the par value of $.001 per share.
The Preferred Stock may be issued from time to time in series. All
Preferred Stock shall be of equal rank and identical, except in respect to the
particulars that may be fixed by the Board of Directors. The Board of Directors
is authorized to fix, in the manner and to the full extent provided and
permitted by law, all provisions of the shares of each series of Preferred Stock
including those matters set forth below.
(1) The distinctive designation of all series and the number of
shares that shall constitute those series;
(2) The annual rate of dividends payable on the shares of all
series and the time, conditions and manner of payment.
(3) The redemption price or prices, if any, for the shares of
each, any and all series.
(4) The amount payable upon shares of each series in the event of
voluntary or involuntary liquidation and the relative priority
of each series in the event of liquidation.
(5) The rights, if any, of the holders of shares of each series to
convert those shares into Common Stock and the terms and
conditions of that conversion.
(6) The voting rights, if any, of the holders of shares of each
series.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding ownership
of the Common Stock as of the Record Date by (i) each person known by the
Company to be the beneficial owner of more than 5% of the outstanding shares of
Common Stock, (ii) each director of the Company, (iii) the Chief Executive
Officer and each of the five most highly compensated executive officers of the
Company for the year ended December 31, 1999, and (iv) all executive officers
and directors of the Company as a group. Holders of 9,013,333 shares have
indicated their intent to vote their shares in favor of the Amendment.
SHARES BENEFICIALLY OWNED
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NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OF CLASS
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Gerard Haryman (1) 2,900,000 16.5%
1750 Osceola Drive
West Palm Beach, FL 33409
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Thomas Donaldson 263,333 1.5%
1750 Osceola Drive
West Palm Beach, FL 33409
Timothy Palmer 500,000 2.8%
1750 Osceola Drive
West Palm Beach, FL 33409
Positive Management, Ltd. 4,000,000 22.7%
Nassau, Bahamas
Elder Ripper 175,000 1%
3599 W. Lake Mary Blvd., #E
Lake Mary, Florida 32746
Andrea Welch 75,000 .4%
3599 W. Lake Mary Blvd., #E
Lake Mary, Florida 32746
Telephone Company of Central Florida, Inc. 50,000 .3%
3599 W. Lake Mary Blvd., #E
Lake Mary, Florida 32746
Aptek Communications Products, Inc. 1,000,000 5.7%
1750 Osceola Drive
West Palm Beach, FL 33409
Ray Clark 50,000 .3%
5763 NW 71st Terrace
Parkland, Florida 33067
All Directors and Officers
as a Group (3 persons) 3,663,333 21.%
(1) Includes 200,000 shares owned by Mr. Haryman's spouse.
By Order of the Board of Directors
/S/GERARD HARYMAN
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Chairman and Chief Executive Officer
Dated: March 2, 2000
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