SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
CHECK THE APPROPRIATE BOX:
[ ] PRELIMINARY INFORMATION STATEMENT
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14c-5(d)(2))
[X] DEFINITIVE INFORMATION STATEMENT
WTC INDUSTRIES, INC.
[X] No fee required
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WTC INDUSTRIES, INC.
150 MARIE AVENUE EAST
WEST ST. PAUL, MINNESOTA 55118-4002
To our Stockholders:
The Board of Directors of WTC Industries, Inc. recently approved a
one-for-ten reverse stock split on the outstanding shares of Common Stock and
approved a concurrent amendment to the Company's Certificate of Incorporation
increasing the number of authorized shares of Common Stock. Enclosed is an
Information Statement describing the reverse stock split and the amendment. The
effect of the reverse split will be to reduce the number of outstanding shares
of WTC common stock from approximately 11,460,180 shares to approximately
1,146,018 shares without changing the percentage of WTC shares owned by any
stockholder.
The Board of Directors approved the reverse stock split to reduce the
number of currently outstanding shares of Common Stock to a number that is more
appropriate to the Company's size, and to attempt to increase the price per
share at which the Company's Common Stock trades in the over-the-counter market.
The reverse stock split and the amendment to the Certificate of
Incorporation require the approval of a majority of the outstanding shares of
the Company's Common Stock entitled to vote. As the majority shareholder of the
Company, I have provided written consent to both actions in accordance with
Delaware law. Accordingly, it is not necessary for you to vote upon these
actions and we are not requesting that you return a proxy card to indicate your
vote.
We expect that the reverse stock split will become effective at the
commencement on business of January 6, 1999. You will be receiving from the
Company's transfer agent a Letter of Transmittal and instructions regarding
surrender of your stock certificate(s). When you complete and return the Letter
of Transmittal and your stock certificates to the transfer agent, you will
receive new WTC stock certificates which give effect to the reverse split.
The enclosed Information Statement includes the name and telephone number
of a person at the Company whom you may contact with questions about the reverse
stock split or the amendment. Please feel free to contact us if you have any
questions regarding these actions.
Very truly yours,
WTC INDUSTRIES, INC.
Robert C. Klas, Sr.
Chairman of the Board
December 17, 1998
<PAGE>
WTC INDUSTRIES, INC.
150 MARIE AVENUE EAST
WEST ST. PAUL, MINNESOTA 55118-4002
INFORMATION STATEMENT
The Board of Directors of WTC Industries, Inc. (the "Company") has
authorized a one-for-ten reverse split of the Company's Common Stock and an
amendment to the Company's Certificate of Incorporation to increase the number
of authorized shares of Common Stock (after giving effect to the reverse split)
to 15,000,000 shares of Common Stock. Under Delaware law, this reverse split and
the amendment to the Certificate of Incorporation require shareholder approval,
and such approval may be obtained by means of the written consent of the holder
or holders of a majority of the Company's outstanding Common Stock. Robert C.
Klas, Sr. (the "Majority Shareholder") holds a majority of the outstanding
shares of Common Stock of the Company, and he has given written consent to the
actions taken by the Board of Directors. His consent is contingent upon the
mailing of this Information Statement and the passage of twenty days from
mailing, as provided in the rules of the U.S. Securities and Exchange
Commission.
The mailing of this Information Statement is expected to occur on or
about December 17, 1998 to shareholders of record at December 15, 1998 and the
effective date of this Information Statement will be twenty days after the
mailing. The Company will notify its stockholders by letter as to the effective
date of the reverse stock split and the amendment to the Certificate of
Incorporation. The notification letter will contain instructions for obtaining
new stock certificates.
This Information Statement is being furnished to the Company's
shareholders to inform them of the Board's action and the Majority Shareholder's
consent. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
THE EFFECTIVE DATE OF THE PLANNED REVERSE STOCK SPLIT WILL BE ANNOUNCED
TO YOU IN ADVANCE BY LETTER. YOU DO NOT NEED TO TAKE ANY ACTION WITH RESPECT TO
YOUR STOCK CERTIFICATES FOR COMPANY COMMON STOCK UNTIL YOU RECEIVE INSTRUCTIONS
FROM THE COMPANY.
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<PAGE>
INFORMATION REGARDING SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table includes information as of November 30, 1998
concerning the beneficial ownership of Common Stock of the Company by (i) the
only shareholders known to the Company to hold more than five percent of the
Common Stock of the Company, (ii) each of the directors of the Company, (iii)
each of the most highly compensated officers of the Company in office at the end
of fiscal year 1997 whose total cash compensation exceeded $100,000 during
fiscal year 1997, and (iv) all officers and directors of the Company as a group.
Unless otherwise indicated, all beneficial owners have sole voting and
investment power over the shares held.
PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT(1) OF CLASS
- ------------------------------------ ------ --------
Robert C. Klas, Sr. (2)(3) 9,505,918(4) 66.7%
892 Marie Avenue
Mendota Heights, Minnesota 55118
Robert C. Klas, Jr. (2) 18,750 *
697 Goodrich Avenue
Saint Paul, Minnesota 55105
John A. Clymer (2) 22,979 *
839 Third Street
Hudson, Wisconsin 54016
Biloine W. Young (2) 20,979 *
15 Crocus Hill
Saint Paul, Minnesota 55102
David M. Botts (3) 86,975 *
980 Bayside Lane
Minnetrista, Minnesota 55364
Gregory P. Jensen (3) 87,500 *
3809 Azalea Place
Burnsville, Minnesota 55337
James J. Carbonari (3) 100,000 *
18515 5th Avenue North
Plymouth, Minnesota 55447
Jan H. Magnusson 1,738,832 12.2%
300 South Owasso Boulevard
St. Paul, Minnesota 55117
All Officers and Directors 11,581,933 81.3%
as a Group (7 persons)(1)(4)
- -----------------------------
* Less than one percent.
Footnotes appear on following page.
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(1) Includes options to purchase the following number of shares, which are
or will become exercisable within 60 days of November 30, 1998: Mr. Klas
Sr., 112,000 shares, available under options held by The Tapemark
Company, an affiliate of Mr. Klas; Mr. Klas Jr., 12,500 shares; Mr.
Clymer, 8,479 shares; Ms. Young, 8,479 shares; Mr. Botts, 55,000 shares;
Mr. Jensen, 87,500 shares; and Mr. Carbonari, 100,000 shares; and all
officers and directors as a group, 383,958 shares.
(2) Serves as a director of the Company.
(3) Serves as an executive officer of the Company.
(4) Includes: (a) a warrant to purchase 2,400,000 shares of Common Stock on
or before March 22, 2001; (b) 225,000 shares of Common Stock held by The
Tapemark Company Cash or Deferred Profit Sharing Plan; and (c) 112,000
shares of Common Stock available under vested stock options held by The
Tapemark Company.
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<PAGE>
REASONS FOR AUTHORIZATION OF ADDITIONAL COMMON STOCK
DESCRIPTION OF SECURITIES
The Company's Common Stock which is the subject of the actions
described in this Information Statement is Common Stock, par value $.01 per
share (the "Existing Common Stock"). On November 30, 1998, there were 20,000,000
shares of Existing Common Stock authorized, of which 11,460,180 shares were
issued and outstanding. The reverse stock split described in this Information
Statement will result in each 10 shares of Existing Common Stock being combined
into one share of Common Stock, par value $.10 per share (the "New Common
Stock"), such that after the effectiveness of the reverse split there will be
outstanding approximately 1,146,018 shares of New Common Stock. Each fractional
share resulting from the reverse split will be increased to one full share of
Common Stock. The amendment to the Certificate of Incorporation referred to in
this Information Statement will result in a total of 15,000,000 shares of the
New Common Stock being authorized.
PURPOSE OF REVERSE STOCK SPLIT AND AMENDMENT TO CERTIFICATE OF
INCORPORATION
The purpose of the reverse stock split is to reduce the number of currently
outstanding shares of Common Stock to a number which the Board of Directors
believes is more appropriate to the Company's size and to attempt to increase
the price per share at which the Common Stock trades in the over-the-counter
market. There can be no assurance that this second objective will be realized.
Even if the price per share at which the Common Stock trades does increase, the
Common Stock will not be eligible for trading on the NASDAQ Stock Market under
current eligibility rules. If approved, the reverse stock split will result in
some shareholders owning "odd-lots" of less than 100 shares of Common Stock.
Brokerage commissions and other costs of transactions in odd-lots are generally
higher than the costs of transactions in "round lots" of even multiples of 100
shares.
The purpose of the amendment to the Certificate of Incorporation to
increase the number of authorized shares of Common Stock is to provide
sufficient shares for possible future financings without the need for seeking
shareholder approval. The Company has no specific plans in this regard, and
there is no assurance that the Company will be able to obtain additional
financing in the future.
INCORPORATION BY REFERENCE
The financial statements and information contained in the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997 and
Quarterly Report on Form 10-QSB for the quarter ended September 30,1998 are
incorporated herein by reference. Shareholders may receive without charge a copy
of either of these documents, including financial statements and schedules
thereto, as filed with the Securities and Exchange Commission, by writing to:
WTC Industries, Inc., 150 Marie Avenue East, West St. Paul, Minnesota
55118-4002, Attention: Gregory P. Jensen, or by calling the Company at (651)
450-4913.
By Order of the Board of Directors
/s/ Robert C. Klas, Sr.
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Robert C. Klas, Sr.
Chief Executive Officer
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