UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
[Amendment No. ______]
TELEOPTICS, INC.
(Name of Issuer)
Issuer
(Name of Person(s) Filing Statement)
Common Stock 879247 104
(Title of Class of Securities) (CUSIP Number of
Class of Securities)
Eugene M. Kennedy, Esq.
517 Southwest 1st Avenue, Ft. Lauderdale, FL 33301;.
Tel: (954) 524-4155
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
[X] a. The filing of solicitation materials or an information
statement subject to Regulation 14A [17 CFR 240.14a-1 to
240.14b-1], Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or
Rule 13e-3(c)] under the Securities Exchange Act of 1934.
[ ] b. The filing of a registration statement under the Securities Act
of 1933.
[ ] c. A tender offer.
[ ] d. None of the above.
[ ] Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies:
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
None $ -0-
* Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11 (a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing
Amount Previously Paid:
Form or Registration No.:
Filing Party:
<PAGE>
Item 1. Issuer & Class of Securities Subject to the Transaction
The Issuer of the Class of Securities subject to this Transaction
Statement is Teleoptics, Inc. with principal offices at 21218 St. Andrews
Boulevard, Suite 642, Boca Raton, Florida 33433. This Transaction
Statement is filed in connection with an increase in the authorized
Common Stock of the Issuer which comprises a recapitalization of the
Issuer as reflected in the Information Statement attributed to
Shareholders pursuant to Regulation 14C. The Issuer's authorized Common
Stock is increased from 5,000,000 to 100,000,000 shares in accordance
with provisions of Section 228 of the General Corporation Law of the
State of Delaware. There are approximately 251 holders of the Issuer's
Common Stock of record and there are 4,740,000 shares of the Issuer's
Common Stock issued and outstanding as of the date of this Schedule 13E-
3. To the best of the Company's knowledge, the last available quotations
for its Common Stock appeared in the NASDAQ system on October 7, 1991.
There have been no bid quotations since that date. There have been no
dividends paid with respect to Issuer's Common Stock during the past two
years.
On November 21, 1997, a group of new investors, including the
Company's current management, completed the purchase of an aggregate of
3,100,000 shares of the Company's Common Stock representing approximately
62% of the Company's issued and outstanding Common Stock on that date.
The purchase shares were acquired from the Issuer's authorized but
previously unissued Common Stock. The purchase price was determined in
that the buyers agreed to pay certain obligations to the Company
including past due and current accounting fees, legal fees, stock
transfer agent fees, franchise taxes, state and federal taxes and other
expenses incurred and to be incurred in connection with the Company
current with respect to its reporting obligations under the 1934
Securities Exchange Act. A total of $31,000 in cash plus $3,000 in legal
services rendered was paid into the Issuer for those purposes, an amount
equivalent to approximately $.01 per share issued at that time.
Item 2. Identity and Background
Not Applicable.
Item 3. Past Contracts, Transactions and Negotiations
Not Applicable.
Item 4. Terms of the Transaction
The Company increased its authorized Common Stock from 5,000,000
shares to 100,000,000 shares as set out in its Information Statement
distributed to its stockholders and filed pursuant to Rule 14C.
Item 5. Plans and Proposals of the Issuer or Affiliates
Not Applicable.
<PAGE> 2
Item 6. Source and Amounts of Funds or Other Consideration
Not Applicable.
Item 7. Purpose, Alternatives, Reasons and Effects
The Issuer's Board of Directors authorized the increase in
authorized Common Stock in connection with the Company's on-going efforts
to seek and acquire a business which might warrant the Company's
involvement. The Company anticipates that it will require issuance of
additional Common Stock beyond that previously authorized to complete a
suitable acquisition if and when it is able to do so. No alternative
means to accomplish that purpose was identified or considered.
Upon completion of the increase in its authorized Common Stock, the
Company will have the ability to issue substantial additional Common
Stock to acquire commensurate value through acquisition of an as yet
unidentified business. Mere increase in the authorized Capital Stock of
the Company has no other effect and has no effect on the Company's
stockholders, including an absence of any tax consequence.
Item 8. Fairness of the Transaction
Since the transaction consists solely of increasing the Issuer's
authority to issue additional Common Stock, there is no issue of fairness
to unaffiliated stockholders. No director dissented or abstained from
the increase in authorized Common Stock. The increase in authorized
Common Stock was implemented by written consent of the Company's
majority shareholders without a meeting pursuant to the authority granted
by applicable provisions of Section 228 of the General Corporation Law of
the State of Delaware. Approval of unaffiliated security holders was
neither required nor sought. No affiliated representative was retained
to act on behalf of unaffiliated security holders with regard to
increasing the number of shares of Common Stock authorized in the
Company's Certificate of Incorporation.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations
Not Applicable.
Item 10. Interest in Securities of the Issuer
Not Applicable.
Item 11. Contracts, Arrangements or Understandings with Respect to the
Issue of Securities
Not Applicable.
Item 12. Present Intention and Recommendation of Certain Persons with
Regard to the Transaction
Not Applicable.
<PAGE> 3
Item 13. Other Provisions of the Transaction
Pursuant to the Delaware General Corporation Law dissenting
stockholders do not have appraisal rights in connection with the increase
in authorized Common Stock in the transaction reflected in this Schedule
13E-3.
Item 14. Financial Information
The Issuer's audited financial statements for the fiscal years ended
December 31, 1997 and December 31, 1998 and filed with the Issuer's
Annual Report on Form 10-KSB for those fiscal periods are incorporated by
reference. The transaction reported in this Schedule 13E-3, an Amendment
to the Company's Certificate of Incorporation to increase its authorized
Common Stock from 5,000,000 shares to 100,000,000 shares has no effect on
the Company's financial condition or situation.
Item 15. Persons and Assets Employed, Retained or Utilized
Not Applicable.
Item 16. Additional Information
None.
Item 17. Material to be Filed as Exhibits
The Issuer's Information Statement regarding the proposed increase
of authorized Common Stock of the Company from 5,000,000 shares to
100,000,000 shares is included herewith as Exhibit "A".
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
TELEOPTICS, INC.
BY:/s/John Little
John Little, President
Dated: October 22, 1999
Stockholders Should Carefully Read this Information Statement
and the Accompanying Materials in their Entirety
INFORMATION STATEMENT
REGARDING THE PROPOSED INCREASE OF
AUTHORIZED COMMON STOCK
OF THE COMPANY FROM
5,000,000 SHARES TO 100,000,000 SHARES
BY TELEOPTICS, INC.
This Information Statement and the accompanying materials are being
provided by Tele-Optics, Inc. (the "Company") to the Company's
stockholders in connection with an increase of authorized Common
Stock of the Company from 5,000,000 shares to 100,000,000 shares
approved by the Company's Board of Directors on October 12, 1999.
This Information Statement and such accompanying materials were
first sent or given to stockholders on or about November 8, 1999 to
stockholders of record as of October 13, 1999. As of October 12,
1999, there were 4,740,000 shares of Common Stock issued and
outstanding held by approximately 251 stockholders of record. The
Company expects that the increase in its authorized Common Stock
will be effective on or about November 15, 1999 (the "Effective
Date").
The Company will bear all the costs of the preparation and
dissemination of this Information Statement and the accompanying
materials, which are estimated to be approximately $5,000. No
consideration has or will be paid to any officer, director, or
employee of the company in connection with the increase in
authorized Common Stock or the preparation and dissemination of
this Information Statement or otherwise in connection with the
increase in authorized Common Stock.
Correspondence with respect to the increase in authorized Common
Stock should be addressed to the Secretary of the Company at the
Company's principal executive office at: 21218 St. Andrews
Boulevard, Suite 642, Boca Raton, Florida 33433.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY
PURSUANT TO THE DELAWARE GENERAL CORPORATION LAW, DISSENTING
STOCKHOLDERS WILL NOT HAVE APPRAISAL RIGHTS IF THE INCREASE IN
AUTHORIZED COMMON STOCK IS EFFECTED. See Increase in Authorized
Common Stock - Lack of Appraisal Rights.
<PAGE>
TABLE OF CONTENTS
Page
INFORMATION STATEMENT................................ 1
The Company..................................... 1
The Increase in Authorized Common Stock......... 4
Reasons for the Increase in Authorized
Common Stock.................................... 4
Further Stockholder Approval Not Required....... 4
No Exchange of Stock Certificates............... 5
Postponement or Abandonment..................... 5
Effective Time.................................. 5
Lack of Income Tax Consequences................. 5
EFFECTS OF INCREASE IN AUTHORIZED
COMMON STOCK ON THE COMPANY..................... 6
Changes in Authorized Capital Stock; Terms of
Common Stock Unchanged........................ 6
No Changes in Proportionate Stock Ownership and
Share Values.................................. 6
Possible Extraordinary Transactions............. 6
THE COMPANY - BACKGROUND............................. 6
Market For Company's Common Equity And
Related Stockholder Matters.................. 6
Financial Condition............................. 8
Liquidity....................................... 8
Capital Resources............................... 9
<PAGE>
Results of Operations........................... 9
Going Concern Uncertainty....................... 9
Absence of Firm Offers for Acquisition
Transactions.................................... 9
COMMON STOCK OWNERSHIP OF MAJORITY
SHAREHOLDERS AND MANAGEMENT....................... 10
Certain Relationships and Related Transactions.. 11
FINANCIAL INFORMATION................................ 13
OTHER INFORMATION;
DOCUMENTS INCORPORATED BY REFERENCE.............. 13
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
<PAGE>
INFORMATION STATEMENT
Stockholders are urged to read this Information Statement and its
exhibits in their entirety.
The Company
Tele-Optics, Inc. (the "Company" or the "Registrant") was
incorporated in December 1986 for the purpose of acquiring all of
the common stock of Lenzar Optics, Inc. ("Lenzar"). Lenzar was
then engaged in development, manufacture and marketing of a variety
of optical, electronic and electro-optical products for use in the
medical and defense industries. In September, 1991, the Company
sold all assets related to Lenzar's operations to a third party.
Following that sale, the Company had no active business operations
and intended to liquidate its assets. In December 1991, the
Company entered into an agreement to acquire all of the issued and
outstanding common stock of Fantasia Home, Inc. ("Fantasia") (the
"Fantasia Agreement"). In May 1992, however, the Company rescinded
the Fantasia Agreement and canceled all shares of its common stock
issued in connection with the Fantasia Agreement. Since rescission
of the Fantasia Agreement, the Company has investigated the
possibility of acquiring a potential business opportunity. The
Company however did not possess the capital necessary to
successfully pursue any such acquisition. In addition, since 1991,
the Company lacked the capital necessary to prepare and file with
the Securities and Exchange Commission (the "Commission") all
reports which the Company was required to file under the Securities
Exchange Act of 1934, as amended (the " 1934 Act"). The Company
has had virtually no active business operations since late 1991.
On November 21, 1997, (the "Closing Date"), new investors,
including the Company's current management (the "Buyers"),
completed the purchase of an aggregate of 3,100,000 shares of the
Company's Common Stock (the "Purchased Shares"), representing
approximately sixty-two (62%) percent of the Company's issued and
outstanding Common Stock as of the Closing Date. The Purchased
Shares were acquired from authorized but previously unissued shares
of the Company's Common Stock. As part of the aggregate purchase
price for the Purchased Shares, the Buyers agreed to pay certain
obligations of the Company, including certain past due and current
accounting and legal fees, stock transfer agent fees, franchise
taxes, state and federal taxes, and other expenses incurred or to
be incurred in connection with bringing the Company current with
respect to reporting obligations under the 1934 Act. As a result,
the Company has filed certain disclosure documents with the
Commission, including Annual Reports on Form 10-KSB for the years
ended December 31, 1991, 1992, 1993, 1994, 1995, 1996, 1997 and
1998, and Quarterly Reports on Form 10-QSB for the three month
periods ended March 31, June 30, and September 30, 1992, 1993,
1994, 1995, 1996, 1997 and 1998. Simultaneously with the
acquisition of the Purchased Shares, an additional 300,000 shares
of the Company's Common stock was acquired by a member of the law
firm which represented the Company in connection with the
transaction. See "Financial Statements".
Management has determined that the Company's business plan is
primarily to seek one or more potential businesses which may, in
the opinion of management, warrant the Company's involvement. The
Company recognizes that as a result of its limited financial,
managerial or other resources, the number of suitable potential
<PAGE> 1
businesses which may be available to it will be extremely limited.
In seeking to attain its business objective, the Company will not
restrict its search to any particular industry. Rather, the
Company may investigate businesses of essentially any kind or
nature, including but not limited to, finance, high technology,
manufacturing, service, sports, research and development,
communications, insurance, brokerage, transportation and others.
Notwithstanding the foregoing, management does not intend to become
involved with a company which is an "investment company" under the
Investment Company Act of 1940, or with a company which may be
deemed an "investment advisor" under the Investment Advisors Act of
1940. Nor does the Company intend to become an investment company
or an investment advisor. Management's discretion is otherwise
unrestricted and it may participate in any business whatsoever
which may in the opinion of management, meet the business
objectives discussed herein. It is emphasized that the business
objectives discussed herein are extremely general and are not
intended to be restrictive upon the discretion of management. As
of the date of this report, the Company has not chosen the
particular area of business in which its proposes to engage and has
not conducted any market studies with respect to any business or
industry, although management of the Company has had preliminary
discussions with a variety of enterprises.
The Company will not restrict its search to any specific industry
(except as set forth above), but may acquire an entity or position
in a company which is (i) in its preliminary or development state;
or (ii) is a going concern. At this time, it is impossible to
determine the needs of the business in which the Company may seek
to participate, and whether such business may require additional
capital, management, or may be seeking other advantages which the
Company may offer. In other instances, possible business endeavors
may involve the acquisition of or a merger with a company which
does not need additional equity, but seeks to establish a public
trading market for its securities.
Businesses which seek the Company's participation in their
operations may desire to do so to avoid what such businesses deem
to be adverse factors related to undertaking a public offering.
Such factors include substantial time requirements and legal costs,
along with other conditions or requirements imposed by Federal and
state securities laws.
The analysis of potential business endeavors will be undertaken by
or under the supervision of the Company's management. Management
is comprised of individuals of varying business experiences, and
management will rely on their own business judgment in formulating
decisions as to the types of businesses which the Company may
acquire or in which the Company may participate. It is quite
possible that management will not have any business experience or
expertise in the type of businesses engaged in by a company which
may be investigated by the Company.
In analyzing prospective businesses, management anticipates
considering such factors as available technical, financial and
managerial resources; working capital and other financial
requirements; such businesses' history of operations, if any, and
prospects for the future; the nature of present and expected
competition; the quality and experience of management services
which may be available and the depth of that management; the
potential for further research and development; risk factors; the
potential for growth and expansion; the potential for profit; the
<PAGE> 2
perceived public recognition or acceptance of such businesses,
products, services, trade or service marks; its name
identification; and other relevant factors.
While it is anticipated that these factors will be considered, to
a large extent a decision to participate in a specific business
will be difficult, if not impossible, to analyze through the
application of objective criteria. In many instances, the
achievements of a specific business to date may not necessarily be
indicative of its potential for the future because of various
changing requirements in the marketplace, such as the ability to
substantially shift marketing approaches, expand significantly or
change product emphasis, change or substantially alter management,
or other factors. On the other hand, the management of such
companies may not have proven their abilities or effectiveness, or
established the viability of the market, or the products or
services which they propose to market. As such, the profitability
of such a business may be unpredictable and might therefore subject
the Company and its assets to substantial risks.
It is anticipated that any number of prospective businesses will be
available to the Company from various sources, including its
management, its professional advisors, securities broker-dealers,
venture capitalists, members of the financial community, and others
who may present unsolicited proposals. In some instances, the
Company may publish notices or advertisements in financial or trade
publications seeking potential business acquisitions. In certain
circumstances, the Company may agree, in connection with an
acquisition, to pay a finder's fee or other compensation to an
investment banking firm or other person (who may or may not be
affiliated with the Company) who submits to the Company a business
in which the Company participates.
It is anticipated that locating and investigating specific
proposals will take a substantial period of time, although the time
such process will take can by no means be assured. Further, even
after a business is located, the negotiation, drafting and
execution of relevant agreements, disclosure documents and other
instruments may require substantial additional time, effort and
attention on the part of management, as well as substantial costs
for attorneys, accountants and others. If a decision is made not
to participate in a specific business endeavor, the costs
theretofore incurred in the related investigation might not be
recoverable. Furthermore, even if an agreement were reached for
the participation in a specific business, the failure to consummate
that transaction might result in the loss to the Company of the
related costs incurred.
At present, the Company does not own any property. The Company
maintains its business address at a minimal cost. Administrative
services, including the use of fixtures, furniture and equipment,
and the use of employees to provide secretarial and bookkeeping
services, are provided to the Company at no cost by the Company's
current officers and directors.
During the period between the fourth quarter of the fiscal year
ended December 31, 1998 and the present, the Company was not party
to any litigation. To the knowledge of management, no litigation
is currently threatened.
<PAGE> 3
The Increase in Authorized Common Stock
The Company's Board of Directors approved a proposal on October 12,
1999 authorizing an amendment to the Company's Certificate of
Incorporation increasing the authorized number of shares of Common
Stock from 5,000,000 shares to 100,000,000 shares.
Reasons for the Increase in Authorized Common Stock
The Board of Directors authorized the increase in authorized Common
Stock in connection with the Company's on-going efforts to seek and
acquire a business which might warrant the Company's involvement.
The Company anticipates that it will require issuance of additional
Common Stock to complete a suitable acquisition if and when it is
able to do so.
Further Stockholder Approval Not Required
The Increase in Authorized Common Stock has been approved by the
written consent of the Company's majority stockholders, dated
October 12, 1999. Such consent from holders of a majority of the
Company's issued and outstanding shares is sufficient to approve
the Increase in Authorized Common Stock under the Delaware General
Corporation Law. No other vote or consent of any other
stockholders, including the vote or consent of a majority of the
unaffiliated stockholders is required or will be sought in
connection with the Increase in Authorized Common Stock. Under the
Delaware General Corporation Law and the Company's Certificate of
Incorporation, the affirmative vote of a majority of the issued and
outstanding shares voting by written consent constitutes the act of
the stockholders. ACCORDINGLY, THE COMPANY IS NOT ASKING YOU FOR
A PROXY AND YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
Further Stockholder Approval Not Required
The Increase in Authorized Common Stock has been approved by the
written consent of a majority of the stockholders. Such consent is
sufficient to approve the Increase in Authorized Common Stock under
the Delaware General Corporation Law and the Company's Certificate
of Incorporation. No other vote or consent of stockholders is
required or will be sought in connection with the Increase in
Authorized Common Stock. Under the Delaware General Corporation
Law and the Company's Certificate of Incorporation, the affirmative
vote of a majority of the issued and outstanding shares voting by
written consent constitute the act of stockholders. ACCORDINGLY,
THE COMPANY IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND THE COMPANY A PROXY.
<PAGE> 4
No Exchange of Stock Certificates
If the Increase in Authorized Common Stock is effected, all stock
certificates representing shares of the Company's Common Stock will
continue to represent the same number of shares of Common Stock.
Stockholders should NOT send their certificates to the Company in
connection with the Increase in Authorized Common Stock.
Each stockholder of record who holds shares of Common Stock will
continue to hold such shares represented by their existing stock
certificates.
PLEASE NOTE THAT ALL EXISTING STOCK CERTIFICATES SHOULD NOT BE SENT
TO THE COMPANY OR THE TRANSFER AGENT IN CONNECTION WITH THE
INCREASE IN AUTHORIZED COMMON STOCK.
Postponement or Abandonment
The Company's Board of Directors may, but is not likely to,
postpone, revise or abandon the Increase in Authorized Common Stock
at any time prior to its consummation, for any reason, including,
without limitation, in the Directors' sole judgment.
Effective Time
Subject to the ability of the Board of Directors to postpone or
abandon the Increase in Authorized Common Stock, the Increase in
Authorized Common Stock will be effected by filing an amendment to
the Company's Certificate of Incorporation with the Delaware
Secretary of State and will be effective upon such filing. The
form of the proposed amendment to the Company's Certificate of
Incorporation is set forth as Exhibit "A" to this Information
Statement. The Company intends to file the amendment to its
Certificate of Incorporation on or about October 28, 1999 and it is
anticipated that the amendment shall become effective on or about
November 15, 1999, the "Effective Date".
Lack of Income Tax Consequences
The Increase in Authorized Common Stock will not have any income
tax consequence to the Company or its stockholders.
<PAGE> 5
EFFECTS OF INCREASE IN AUTHORIZED COMMON STOCK
ON THE COMPANY
Changes to Authorized Capital Stock; Terms of Common Stock
Unchanged
When the Increase in Authorized Common Stock is effected, the
number of authorized shares of the Company's Common Stock will be
increased from 5,000,000 shares, $0.001 par value to 100,000,000
shares, $0.001 par value. Apart from such changes, the terms of
the Company's Common Stock will remain the same.
No Changes in Proportionate Stock Ownership and Share Values
Stockholders who remain stockholders of the Company after the
Increase in Authorized Common Stock will experience no change in
their percentage stock ownership in the Company as a result of the
increase in authorized Common Stock.
Possible Extraordinary Transactions
Other than as described in this Information Statement with respect
to the Company's efforts to locate and acquire a viable business
enterprise, the Company has no current plan to effect any
extraordinary corporate transaction, such as reorganization,
liquidation, change in its present Board of Directors or
management, or change in no dividend policy. The Company also has
no current plans to engage in any public offering of shares of
common stock or other securities. There is no assurance, however,
that the Company will not form an intention to engage in any of the
foregoing transactions in the near future, or that it will be able
to negotiate any or all of the contemplated transactions on terms
favorable to the Company.
THE COMPANY - BACKGROUND
Market For Company's Common Equity and Related Stockholder Matters
The Company's Common Stock commenced trading in the over-the-
counter market during 1987. The last quotation for the Company's
Common Stock, which management is aware of, appeared on Nasdaq on
October 7, 1991. The Company is currently unaware of any trading
market for its Common Stock. The following table sets for the
range of high and low bid quotations for the Company's Common Stock
forth the period indicated as reported by Nasdaq during the two
years prior to October 7, 1991. The below quotations represent
prices between dealers and do not include retail mark-up, mark-down
or commission. The quotations do not necessarily represent actual
transactions.
<PAGE> 6
<TABLE>
<CAPTION>
Fiscal Period High Bid Low Bid
<S> <C> <C>
1989:
First Quarter..................... $ 3.25 $ 2.00
Second Quarter.................... 3.75 1.875
Third Quarter..................... 2.125 1.625
Fourth Quarter.................... 2.00 1.25
1990:
First Quarter..................... $ 1.875 $ 1.125
Second Quarter.................... 1.875 0.8125
Third Quarter..................... 0.875 0.3125
Fourth Quarter.................... 0.375 0.025
1991:
First Quarter..................... $ 0.625 $ 0.25
Second Quarter.................... 0.6875 0.50
Third Quarter..................... 0.5625 0.34375
Fourth Quarter
(through October 7, 1991)..... 0.0625 0.03125
</TABLE>
To the best of the Company's knowledge the last available
quotations for its Common stock appeared in the Nasdaq System on
October 7, 1991. High and low bid prices were 1/16 and 1/32
respectively, on that date.
As of October 13, 1999, there were approximately 251 record holders
of the Company's outstanding Common Stock. Since additional shares
of the Company's Common Stock are held for stockholders at
brokerage firms and/or clearing houses, the Company was unable to
determine the precise number of beneficial owners of its Common
Stock as of October 13, 1999.
The Company has never declared or paid cash dividends on its
capital stock and the Company's Board of Directors intends to
continue that policy for the foreseeable future. Earnings, if any,
will be used to finance the development and expansion of the
Company's business. Future dividend policy will depend upon the
Company's earnings, capital requirements, financial condition and
other factors considered relevant by the Company's Board of
Directors and will be subject to limitations imposed under Delaware
law.
During 1998, the Company commenced preparation of all past due
Annual Reports on Form 10-KSB and Quarterly Reports on Form 10-QSB,
which it was required to file under the 1934 Act. Prior to 1992,
the last Annual Report filed by the Company with the Commission was
an amended Annual Report for the fiscal year ended December 31,
<PAGE> 7
1990. The December 31, 1990 Amended Annual Report was filed with
the Commission on or about August 15, 1991. Prior to 1998, the
last Quarterly Report on Form 10-QSB filed by the Company with the
Commission was a Quarterly Report for the period ended September
30, 1991. The September 30, 1991 Quarterly Report was filed with
the Commission on or about December 9, 1991. In order to render
itself current with its reporting obligations under the 1934 Act,
the Company has prepared and filed with the Commission Annual
Reports on Form 10-KSB for the years ended December 31, 1991, 1992,
1993, 1994, 1995, 1996, 1997 and 1998, and Quarterly Reports on
Form 10-QSB for the quarterly periods ended March 31, June 30, and
September 30, 1992, 1993, 1994, 1995, 1996 and 1997. The Company
has completed and filed with the Commission audited financial
statements prepared in accordance with general accepted accounting
principles for the fiscal periods ended December 31, 1993, 1994,
1995, 1996, 1997 and 1998.
In 1991, the Company sold its only operating assets realizing a
loss of approximately $1,655,000. The Company has not engaged in
any business activities since and has written off all material
assets which it had on its books at December 31, 1991. At December
31, 1998, the only asset which the Company possessed was
approximately $28,145 after expenses which was paid in cash by the
Buyers in exchange for the issuance of 3,100,000 new shares of
Common Stock. The Company is utilizing the funds received from the
Buyers to bring the Company current in its reporting obligation
under the 1934 Act and to pay certain obligations of the Company,
including certain past due and current accounting and legal fees,
stock transfer fees, franchise taxes, state and federal taxes, and
other expenses, to operate and maintain the Company, to continue to
fulfill the Company's reporting obligations, and to attempt to seek
out a suitable business opportunity. As a result of the Company's
limited assets and the potential for other presently unforeseeable
obstacles, there can be no assurance that the Company will be
successful in this effort.
Financial Condition
At December 31, 1998, the Company had current assets and total
assets of $28,145 as compared to current assets and total assets of
$34,000 at December 31, 1997; no liabilities, as compared to total
liabilities of $3,000 at December 31, 1997 and a net worth of
$28,145, as compared to a net worth of $31,000 at December 31,
1997. The decrease in net worth was the result of accounts payable
generated by the Registrant's effort in connection with bringing
the Company current in its periodic filings.
Liquidity
Since the Company's operating expenses, in management's opinion,
will be minimal during the Company's 1999 fiscal year and until the
Company is able to engage in meaningful operations, the Company
does not now anticipate a significant liquidity deficiency. It is
anticipated that the Company's current management and others will
fund the Company's operations, if required, by loans and/or further
<PAGE> 8
contributions of capital. The Company has no present commitment
that is likely to result in its liquidity increasing or decreasing
in any material way. In addition, the Company knows of no trend,
additional demand, event or uncertainty that will result in, or
that are reasonably likely to result in, the Company's liquidity
increasing or decreasing in any material way.
Capital Resources
The Company has no material commitments for capital expenditures.
The Company knows of no material trends, favorable or unfavorable,
in the Registrant's capital resources. The Company has no
outstanding credit lines or credit commitments in place and has no
current need for financial credit.
Results of Operations
The Company has not engaged in any business operations since 1991.
The Company had no revenues for the fiscal year ended December 31,
1998.
The Registrant knows of no trends or uncertainties that had, or
that the Company reasonably expects will have, a materially
favorable or unfavorable impact on revenues or income from
operations. Other than expenses incurred in the preparation and
filing of its delinquent and current reports on Forms 10-KSB and
Forms 10-QSB, the Registrant knows of no events that will cause a
material change in the relationship between its costs and revenues.
The Company's income has been unaffected by inflation.
Going Concern Uncertainty
As of December 31, 1998, the Company effectively had no operations
and was seeking a merger or acquisition partner for future
operations. As of December 31, 1998 and 1997, the Company had no
material assets. These factors raise substantial doubt as to the
Company's ability to continue as a going concern unless management
can acquire a profitable operation and develop the necessary cash
flow to meet financial obligations as they become due. Presently,
management is attempting to fulfill these objectives by bringing
the Company into compliance with the filing requirements of the
Securities and Exchange Commission.
Absence of Firm Offers for Acquisition Transactions
Since January 1, 1998, the Company has not received any firm offers
made by any unaffiliated persons for the merger or consolidation of
the Company with or into such person or of such person with the
Company.
<PAGE> 9
COMMON STOCK OWNERSHIP OF
MAJORITY SHAREHOLDERS AND MANAGEMENT
The following table sets forth, as of the date of this Information
Statement, certain information concerning beneficial ownership of
the Company's Common Stock by (i) each person known to the Company
to own 5% or more of the Company's outstanding Common Stock, (ii)
all directors of the Company and (iii) all directors and officers
of the Company as a group:
<TABLE>
<CAPTION>
Shares
Name and Address Beneficially Percent of
of Beneficial Owner Owned (1) Class
<S> <C> <C>
David A. Carter 750,000 15.8%
21218 St. Andrews Blvd.
Suite 642
Boca Raton, Florida 33431
Bert L. Gusrae 750,000 15.8%
21218 St. Andrews Blvd.
Suite 642
Boca Raton, Florida 33431
Alicia M. LaSala 750,000 15.8%
6674 Serena Lane
Boca Raton, Florida 33433
MIV, Inc.(2)(3) 550,000 11.6%
600 Sandtree Drive
Suite 206-A
Palm Beach Gardens, FL 33403
Austral Financial
Services, Inc.(2)(3) 400,310 8.4%
600 Sandtree Drive
Suite 206-A
Palm Beach Gardens, FL 33403
Leonard Marshall 300,000 6.3%
21756 Marigot Drive
Boca Raton, Florida 33436
</TABLE>
<PAGE> 10
Contd..
<TABLE>
<CAPTION>
Shares
Name and Address Beneficially Percent of
of Beneficial Owner Owned (1) Class
<S> <C> <C>
Eugene M. Kennedy 300,000 6.3%
517 S.W. 1st Avenue
Ft. Lauderdale, FL 33301
All Directors and Executive
Officers as a Group
(3 persons) 3,200,310 64.5%
- -------------------------------/
</TABLE>
(1) As used herein, the term beneficial ownership with respect to
a security is defined by Rule 13d-3 under the Securities
Exchange Act of 1934 as consisting of sole or shared voting
power (including the power to vote or direct the vote) and/or
sole or shared investment power (including the power to
dispose or direct the disposition of) with respect to the
security through any contract, arrangement, understanding,
relationship or otherwise, including a right to acquire such
power(s) during the next 60 days. Unless otherwise noted,
beneficial ownership consists of sole ownership, voting and
investment rights.
(2) Carole A. Little is the beneficial owner of 100% of the issued
and outstanding securities of MIV, Inc. The Registrant's
President and director, John P. Little claims beneficial
ownership of all of MIV, Inc.'s Common Stock. The MIV, Inc.
Tele-Optic shares should be deemed controlled by and
attributed to Mr. Little. The Registrant's President and
director, John P. Little, is the beneficial owner of 100% of
the issued and outstanding securities of Austral Financial
Services, Inc. The Austral Financial Services, Inc. Tele-
Optic shares should be deemed controlled by, and attributed
to, Mr. Little. Mr. Little should be deemed to be in control
of 19% of the Registrant's voting stock.
(3) Carole A. Little and John P. Little are husband and wife.
______________________
Certain Relationships and Related Transactions
On December 10, 1991, the Company entered into an acquisition
agreement with Malcolm R. Roy and Fantasia Homes, Inc. to acquire
all of the issued and outstanding common stock of Fantasia Homes,
Inc. from Mr. Roy, its President and sole shareholder. Fantasia
Homes, Inc. had a wholly owned subsidiary, Casa Del Rey Ventures,
II, Inc. which was in the business of selling single family
residential properties that it owns in Palm Beach County, Florida.
In exchange for the stock of Fantasia Homes, Inc., the Company
issued 3,162,912 shares of its common stock to Mr. Roy,
constituting 65.85% of the Company's issued and outstanding common
stock. The transaction was approved by the Company's Board of
<PAGE> 11
Directors in accordance with Delaware law and Mr. Roy, John Little
and Alex Brunner were elected as Directors of the Company. Mr. Roy
was also elected as an officer of the Company.
On December 9, 1991, Mr. Roy obtained an assignment of Stock
Purchase Agreement between Austral Financial Services, Inc. and H.
Bradley Ganther for the right to acquire 203,219 shares of the
Company's common stock and closed the sale on the same date. Mr.
Roy also obtained an option to acquire 239,619 shares of the
Company's common stock from James E. Davis and Marjorie Davis at
various exercise prices over a twenty-four (24) month period
beginning on December 9, 1991. During the period of the option,
Mr. Roy had the right to vote the shares owned by Mr. and Mrs.
Davis pursuant to a voting trust agreement. The option was not
exercised prior to expiration.
On May 22, 1992, the Company rescinded the transaction, which
included the Acquisition Agreement with Malcolm R. Roy and Fantasia
Homes, Inc. which the Company had entered into on December 10,
1991. The recission of the transaction was approved by the
Company's Board of Directors in accordance with Delaware law. In
addition, on May 22, 1992, Malcolm Roy and Alex Brunner resigned
from the Company's Board of Directors and Mr. Roy also resigned as
President. John P. Little assumed the position of President of the
Company and remained as a Director. The Board of Directors agreed
to hold harmless Malcolm Roy for any acts performed by him in good
faith as an officer and director of the Company.
The Board of Directors unanimously approved recission of the Plan
for Liquidation and Dissolution adopted by the Directors and
Shareholders of the Company on August 29, 1991, and approved
placing ratification of the recission on the agenda for the annual
meeting of shareholders for the year 1992. The Board of Directors
unanimously approved the Company seeking a merger or acquisition
partner in an effort to enhance shareholder value.
On November 21, 1997, (the "Closing Date"), new investors,
including the Company's current management (the "Buyers"),
completed the purchase of an aggregate of 3,100,000 shares of the
Company's Common Stock (the "Purchased Shares"), representing
approximately sixty-two (62%) percent of the Company's issued and
outstanding Common Stock as of the Closing Date. The Purchased
Shares were acquired from the authorized but previously unissued
shares of the Company's Common Stock. As part of the aggregate
purchase price for the Purchased Shares, the Buyers agreed to pay
certain obligations of the Company, including certain past due and
current accounting and legal fees, stock transfer agent fees,
franchise taxes, state and federal taxes, and other expenses
incurred or to be incurred in connection with bringing the Company
current with respect to reporting obligations under the 1934 Act.
As a result, the Company has filed certain disclosure documents
with the Commission, including Annual Reports on Form 10-KSB for
the years ended December 31, 1991, 1992, 1993, 1994, 1995, 1996 and
1997, and Quarterly Reports on Form 10-QSB for the three month
periods ended March 31, June 30, and September 30, 1992, 1993,
1994, 1995, 1996, 1997 and 1998. Simultaneously with the
acquisition of the Purchased Shares, an additional 300,000 shares
of the Company's Common stock was acquired by a member of the law
firm which represented the Company in connection with the
transaction.
<PAGE> 12
FINANCIAL INFORMATION; OTHER INFORMATION;
DOCUMENTS INCORPORATED BY REFERENCE
Pursuant to the Exchange Act, the Company files with the SEC
periodic reports and other documents relating to its business and
operations, financial condition, and other matters. Financial
information is incorporated by reference from the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1998, and its
Quarterly Reports on Form 10-QSB for the quarters ended March 31,
1999 and June 30, 1999. In connection with the Increase in
Authorized Common Stock, the Company has filed with the SEC a Rule
13e-3 Transaction Statement on Schedule 13E-3. The Schedule 13E-3
and the other filings made by the Company as described above, may
be inspected without charge, and copies may be obtained at
prescribed rates at the public reference facilities maintained by
the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, or on-line from the Securities & Exchange
EDGAR system at: http://www.sec.gov The Schedule 13E-3 and the
Annual and Quarterly Reports are also available for inspection and
copying during normal business hours at the principal executive
offices of the Company at: 21218 St. Andrews Boulevard, Suite 642,
Boca Raton, Florida 33433.
<PAGE> 13
TELE-OPTICS, INC.
EXHIBIT "A"
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
<PAGE> 14
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
OF
TELE-OPTICS, INC.
Tele-Optics, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of
Delaware
DOES HEREBY CERTIFY:
First: That the Board of Directors of Tele-Optics, Inc.
adopted a Resolution proposed and declaring advisable the
following amendment to the Certificate of Incorporation
of said corporation:
RESOLVED, that the Certificate of Incorporation of Tele-
Optics, Inc. be amended by changing the FOURTH Article
thereof so that, as amended, said FOURTH Article shall be
and read as follows:
FOURTH: The corporation shall be authorized to
issue the following shares:
Class No. Of Shares Par Value
----- ------------- ---------
COMMON 100,000,000 $0.001
Second: That in lieu of a Meeting and vote of stockholders, the
stockholders have given written consent to said amendment
in accordance with the provisions of Section 228. of the
General Corporation Law of the State of Delaware.
Third: That the aforesaid Amendment was duly adopted in
accordance with the applicable provisions of Section 242.
and 228. of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said Tele-Optics, Inc. has caused this
Certificate of Amendment to be signed by Mr. David A. Carter, its
Secretary this _____ day of ___________, 1999.
TELE-OPTICS, INC.
BY:_________________________
David A. Carter, Secretary
