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. )
Check the appropriate box:
(record) Preliminary Information Statement |_| Confidential, For Use of
the Commission Only (as
Permitted by Rule 14c-
5(d)(2))
|_| Definitive Information Statement
LEASING TECHNOLOGY INCORPORATED
(Name of Registrant as Specified in Its Charter)
Payment of Filing fee (Check the appropriate box):
(record) 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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LEASING TECHNOLOGY INCORPORATED
NOTICE OF ACTION TAKEN BY
WRITTEN CONSENT OF MAJORITY SHAREHOLDERS
March 5, 1997
To the Shareholders of LEASING TECHNOLOGY INCORPORATED:
The majority shareholders of Leasing Technology Incorporated, a Utah
corporation (the "Company"), holding 24,386,623 votes out of a total of
36,956,864 votes, or 66% with respect to common and preferred stock, which vote
together as a class, have submitted to the Company written consents of
shareholders requesting and consenting to:
1) An amendment to the Company's Articles of Incorporation to
change the name of the Company to American Resources &
Development Company.
2) Effecting a reverse stock split of the Company's Common Stock
on the basis of one share for every twenty shares outstanding,
issuing one whole share in lieu of any fraction of a share
otherwise issuable, and maintaining the number of authorized
shares at the current level.
This Information Statement is being sent to all shareholders of the
Company to inform you that the above actions will be taken by the Company as
soon as possible, but no earlier than March 27, 1997.
By Order of the Board of Directors
Stephen B. Spencer, Secretary
Salt Lake City, Utah
March 5, 1997
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LEASING TECHNOLOGY INCORPORATED
102 West 500 South
Suite 400
Salt Lake City, Utah 84101
Telephone (801) 363-8961
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
This Information Statement is furnished by the board of directors of
Leasing Technology Incorporated, a Utah corporation (the "Company"), to the
holders of shares of common stock, $0.001 par value (the "Common Stock"), and
shares of Preferred Stock, $0.001 par value ("Preferred Stock"), of the Company
to notify such security holders that on or about February 20th, 1997 the Company
received written consents in lieu of a meeting of stockholders from holders of
24,386,623 shares of Common Stock representing approximately 66% of the total
issued and outstanding shares of voting stock (i) adopting an Amendment to the
Company's Articles of Incorporation (the "Amendment"), which authorized changing
the name of the Company from Leasing Technology Incorporated to American
Resources & Development Company and (ii) authorized a one-for-twenty reverse
stock split of the Common Stock (the "Reverse Stock Split")(collectively the
"Matters").
On February 20th, 1997 the board of directors approved the Matters and
recommended that the stockholders of the Company grant their approval thereto.
The board of directors and management of the Company believe that the Reverse
Stock Split and Amendment are desirable to effectively insure the marketability
of the Company's Common Stock and more accurately reflect the business of the
Company.
The Information Statement describing the Matters is first being mailed
or furnished to stockholders on or about March 5th, 1997, and such Matters shall
not become effective until at least twenty days thereafter.
The consents so delivered to the Company represent stockholders who
together on the record date held a majority of votes with respect to the
Company's outstanding Common Stock and Preferred Stock. Thus, the Amendment and
the Reverse Stock Split have been duly authorized by shareholder action and by
director action, and no further shareholder or board consents are necessary.
Pursuant to regulations of the Securities and Exchange Commission, the action
may not be taken any earlier than twenty days after the date of mailing of this
Information Statement to the Company's shareholders. The Reverse Stock Split and
the Amendment will be effectuated as soon as possible after such date.
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Utah law does not provide for any appraisal rights or rights of
dissenters with respect to the Matters directed by the majority shareholders'
written consents.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHT
As of February 20th, 1997, the record date, the number of shares of
Common Stock outstanding at the close of business was 36,704,644 shares, each
share being entitled to one vote. The number of shares of Preferred Stock
outstanding at the close of business on the same date was 252,220 shares, each
share being entitled to one vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 20th, 1997, certain
information as to the Common Stock of the Company beneficially owned by (i) each
person known by the Company to own more than 5% of the Company's Common Stock,
(ii) each director of the Company, (iii) each of the named executive officers;
and (iv) all officers and directors as a group.
Percent
Amount of of Voting
Name and Address Common Securities
of Beneficial Owner Stock Owned
- ------------------------------------ --------------------- ---------------
Banque SCS Alliance SA 18,966,704 51.7
11 Route De Florissant
Case Postal
1211 Geneva 3
Switzerland
Don Pickett, agent for 2,517,194 6.9
Minton Investment & The Stella Trust
1150 Aubusta Way
Salt Lake City, Utah 84108
George H. Badger 2,902,725 (1) 7.9
102 West 500 South, Suite 400
Salt Lake City, Utah 84101
Karl F. Badger -0- *
102 West 500 South, Suite 400
Salt Lake City, UT 84101
Stephen B. Spencer 3,216,400 (2) 8.8
102 West 500 South, Suite 400
Salt Lake City, UT 84101
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Barry Papenfuss -0- (3)
3855 South 500 West, No. R
Salt Lake City, UT 84115
ALL OFFICERS AND DIRECTORS 3,216,400 (3) 8.8
AS A GROUP (3 persons)
* less than 1%.
(1) Includes 1,393,185 shares owned by LaJuana Badger, the wife of George
Badger.
(2) Represents shares to be utilized in conversion of debt of the Company.
Mr. Spencer disclaims beneficial ownership of such shares.
(3) Does not include 37,935 shares of Series D convertible preferred stock
that upon certain conditions may be converted into shares of common
stock after June 30, 2000 and options to purchase 56,902 shares of
common stock that are not exercisable within 60 days.
ARTICLES OF AMENDMENT CHANGING NAME
The board of directors of the Company has unanimously approved the
following amendment to the Company's Articles of Incorporation, as amended, and
directed that such amendment be submitted to the Company's stockholders for
their consent:
Resolved that Article I of the Company's Articles of
Incorporation is hereby amended to read in its entirety as
follows:
The name of this corporation is American Resources &
Development Company.
Stockholders of the Company owning more than fifty percent of the
voting securities have consented to the amendment to the Articles of
Incorporation. Accordingly, the vote or consent of the other stockholders of the
Company is not required or requested to approve such amendment.
The Company's board of directors believes that it is in the best
interests of the Company to change the name of the Company to American Resources
& Development Company. The Board believes that the new name more closely
identifies the Company with its intended ongoing business. The name change is
expected to occur approximately twenty days after this Information Statement has
been distributed to the Company's stockholders. At such time, the Company will
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file the necessary documents with the Department of Commerce, Division of
Corporations of the State of Utah to amend Article I of the Company's Articles
of Incorporation.
In connection with and following the change of name, the Company's
trading symbol on the NASDAQ Bulletin Board will be changed from "LEST" to
"ARCO."
The name change does not require any action on the part of the
Company's stockholders. In particular, the stock certificates presently held by
the Company's stockholders will continue to be valid following the name change.
There is accordingly no need to exchange the current stock certificate with a
different certificate following the name change.
REVERSE STOCK SPLIT
The majority shareholders' written consents have directed that the
Company effectuate a reverse stock split of the Company's Common Stock on a
one-for-twenty basis. When the Reverse Stock Split is effectuated every twenty
outstanding Common Shares will automatically be converted into one outstanding
share. One whole share will be issued in lieu of any fractional shares otherwise
issuable. The trading price of the Company's Common Shares is anticipated to
adjust to reflect the Reverse Stock Split on the date of the transaction. The
Reverse Stock Split will be effectuated on or about March 27th, 1997.
Replacement certificates evidencing the split will be issued on an as-traded
basis; i.e., no transmittal letters or other instructions will be sent to
shareholders.
The Common Shares issuable in the Reverse Stock Split will be identical
to the shares currently outstanding. Common shareholder rights will not be
affected other than with respect to the actual number of shares held and the
trading price per share. The par value will remain at $0.001 per share, and an
adjustment will be made to the additional paid-in capital account on the
Company's balance sheet to reflect the effect of the split. The Company's Class
B convertible Preferred Stock, as a result of the split, will be convertible
into .0325 shares of Common Stock per share of Preferred Stock. The Company's
Class C convertible preferred Stock, as a result of the split, will be
convertible into .025 shares of Common Stock per share of Preferred Stock. The
Class B Preferred Stock is currently convertible into .65 shares of Common Stock
per share of Preferred Stock. The Class C Preferred Stock is currently
convertible into .5 shares of Common Stock per share of Preferred Stock.
Shareholders who own fewer than 100 shares after the Reverse Stock
Split is effectuated may be affected by their owning "odd lots" of stock which
may be substantially more difficult or expensive to liquidate due to brokerage
practices. Often brokers will refuse to undertake a sale of fewer than 100
shares due to transactional costs. Alternatively, brokers may delay the sale of
odd lots until they can be sold in round lots, resulting in a less beneficial
selling price, or may charge higher commissions for sales of odd lots.
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The Company is currently authorized to issue 125,000,00 shares of
Common Stock and 10,000,000 shares of Preferred Stock. As of the Record Date
there were 36,704,644 shares of the Company's Common Stock outstanding, and
102,220 shares of Class B convertible Preferred Stock and 150,000 shares of
Class C convertible Preferred Stock outstanding. The Company's Articles of
Amendment will not be amended with respect to the number of authorized shares of
Common Stock or Preferred Stock. After the Reverse Stock Split, the number and
percentage of the shares of the Company's Common Stock that are authorized but
unissued will increase from 88,295,356 or 70.6% of the authorized shares to
approximately 123,164,768 or 98.5% of the authorized shares. This effectively
constitutes an increase in the number and proportion of shares of the Company's
Common Stock that are available for future issuance without further stockholder
approval.
The Reverse Stock Split is anticipated to cause the Company's Common
Stock to meet the minimum bid price required for listing on the NASDAQ. The
Company's Common Stock is presently being traded on the NASDAQ electronic
bulletin board and the Company, following the Reverse Stock Split would take the
appropriate action to list the Company's Common Stock on the NASDAQ market
system. The board of directors of the Company believes that the Reverse Stock
Split is advisable and in the best interests of the Company and its stockholders
primarily for the reasons set forth below. Because the Company's Common Stock is
currently not listed on the NASDAQ, the Common Stock is subject to certain rules
imposing additional sales practice requirements on broker-dealers. Because of
such regulations, brokerage firms often adopt internal policies or practices
which discourage brokers from recommending lower-priced stocks because of the
burden of compliance with such regulations and the general presumption that such
stocks are speculative. Management believes that the Reverse Stock Split will
result in a price level for the Company's Common Stock which will allow
quotation of the Common Stock on the NASDAQ and reduce the chance of the Common
Stock being subject to the above-described regulations, policies or practices.
The board of directors believes that a higher per share market price would make
the Company's Common Stock more attractive to a broader range of investors and
may encourage greater interest in the Company's Common Stock by securities
analysts. In addition many institutional investors have guidelines which
disfavor stocks that trade at relatively low prices. The board of Directors is
hopeful that a decrease in the number of shares of Common Stock outstanding, as
a consequence of the proposed Reverse Stock Split, and the anticipated
corresponding increased price per share will stimulate interest in the Company's
Common Stock and possibly promote greater liquidity for the Company's Common
Stock holders with respect to those shares presently held by them.
Although the Company anticipates that the trading price of the common
shares after the Reverse Stock Split will approximately reflect the reverse
split ratio of one-for-twenty there is no assurance that such will occur. Thus,
the Reverse Stock Split could result in a loss of value if the post-split shares
trade at a multiple of the pre-split price which is lower than twenty. There can
be no assurance that any of the intended consequences of the action described
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above will materialize. There can be no assurance that the Company's Common
Stock will be listed on NASDAQ or that any increase in the per share market
value will occur or be sustained for any period of time.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the material federal income tax
consequences of the Reverse Stock Split. This summary does not purport to be
complete and does not address the tax consequences to holders that are subject
to special tax rules, such as banks, insurance companies, regulated investment
companies, personal holding companies, foreign entities, non-resident alien
individuals, broker-dealers and tax-exempt entities. This summary is based on
the Internal Revenue Code of 1986, as amended, (the "Code"), Treasury
regulations and proposed regulations, court decisions and current administrative
rulings and pronouncements of the Internal Revenue Service ("IRS"), all of which
are subject to change, possibly with retroactive effect, and assumes that the
Common Shares following the Reverse Stock Split will be held as a "capital
asset" (generally, property held for investment) as defined in the Code.
Shareholders are advised to consult their own tax advisors regarding the federal
income tax consequences of the Reverse Stock Split in light of their personal
circumstances and the consequences under state, local and foreign tax laws.
1. The Reverse Stock Split will qualify as a recapitalization
described in Section 368(a)(1)(E) of the Code.
2. No gain or loss will be recognized by the Company in
connection with the Reverse Stock Split.
3. No gain or loss will be recognized by a shareholder as a
result of the Reverse Stock Split.
4. The aggregate basis of the shares of Common Stock following
the Reverse Stock Split will be the same as the aggregate
basis of the shares of the Common Stock prior to the Reverse
Stock Split.
5. The holding period of the shares of Common Stock following the
Reverse Stock Split will include the holding period of the
shares of Common Stock held prior to the Reverse Stock Split.
By Order of the Board of Directors
Stephen B. Spencer, Secretary
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EXHIBIT "A"
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
LEASING TECHNOLOGY INCORPORATED
Leasing Technology Incorporated (the "Corporation"), pursuant to the
provision of ss. 16-10a-1006 of the Utah Revised Business Corporation Act hereby
adopts and files these Articles of Amendment as an amendment to the
Corporation's Articles of Incorporation.
1. The name of the Corporation is Leasing Technology Incorporated.
2. The following amendment is made to the Articles of Incorporation:
Article I of the Articles of Incorporation is amended so that
it shall read in its entirely as follows:
ARTICLE I
NAME
The name of this corporation is American Resources &
Development Company.
3. The amendment set forth in paragraph 2 above was adopted by the
shareholders of the Corporation on February 20, 1997.
4. The number of shares entitled to vote and voting on the amendment
were:
Outstanding Shares Shares Voting Percent of
Entitled to Vote For the Amendment Shares Entitled
Common: 36,704,644 24,386,623 66%
Preferred: 252,220
Common and preferred shares vote as a single class. The Amendment was
approved by written consent of certain shareholders in lieu of a meeting and
will become effective on or about March 27, 1997. The shares voted in favor of
the Amendment were sufficient to approve the Amendment.
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The undersigned hereby acknowledges under penalty of perjury that he
has executed these Articles of Amendment on behalf of the Corporation and that
the facts stated herein are true.
Dated: March ____, 1997
----------------------
Karl Badger, President
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