INTERACTIVE TECHNOLOGIES CORPORATION, INC.
102 South Harbor City Boulevard
Melbourne, Florida 32901
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NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS
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Notice is hereby given that a Special Meeting (the "Meeting") in lieu of the
Annual Meeting of Stockholders of Interactive Technologies Corporation, Inc.,
(the "Company") will be held at 102 South Harbor City Blvd., Melbourne, Florida,
on May 2, 1997, at 10:00 A.M. Eastern Daylight Time to consider and act upon the
following:
1. To amend the Articles of Incorporation to increase the authorized number
of Common Shares of the Company from 12,500,000 Shares to 50,000,000
Shares, and to authorize 20,000,000 Preferred Shares of the Company.
2. Such other matters as may properly come before the Meeting.
Stockholders of record of the Company's Common Stock at the close of business on
April 1, 1997, the record date fixed by the Board of Directors, are entitled to
notice of and to vote at the Meeting or at any adjournment thereof.
By Order of the Board of Directors
Perry Douglas West, Chairman
Melbourne, Florida
April 21, 1997
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SEE INFORMATION STATEMENT ENCLOSED
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INTERACTIVE TECHNOLOGIES CORPORATION, INC.
102 South Harbor City Boulevard
Melbourne, Florida 32901
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INFORMATION STATEMENT
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SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS
May 2, 1997
Matters to be Considered at the Meeting
This Information Statement is furnished by Interactive Technologies
Corporation, Inc., a Wyoming corporation (the "Company"), for the Special
Meeting in Lieu of Annual Meeting to be held May 2, 1997, and at all
adjournments thereof (the "Meeting"), for the purposes set forth in the
accompanying Notice of Special Meeting in Lieu of Annual Meeting of
Stockholders. Stockholders of record as of the close of business on April 1,
1997 (the "Record Date") are entitled to notice of and to vote at the Meeting.
The only business which the Board of Directors intends to present or knows
that others will present at the Meeting is as set forth in the attached Notice
of Special Meeting in Lieu of Annual Meeting of Stockholders.
Holders of record at the close of business on the Record Date of the
Company's issued and outstanding Common Stock, par value $.01 per share ("Common
Stock"), will be entitled to one vote for each share held. As of April 1, 1997,
the Company had 12,209,612 shares of Common Stock outstanding.
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
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PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE
SHARES OF AUTHORIZED COMMON STOCK AND AUTHORIZE PREFERRED STOCK
On March 12, 1997, the Board of Directors of the Company (the "Board")
unanimously adopted a resolution approving an amendment of the Company's
Articles of Incorporation (i) to increase the authorized number of shares of
Common Stock of the Company from 12,500,000 Shares to 50,000,000 Shares, and
(ii) to authorize 20,000,000 Shares of Preferred Shares.
Requirement for Shareholder Approval
A majority of the issued and outstanding shares of Common Stock as of the
Record Date will constitute a quorum for voting on the proposed amendments to
the Articles of Incorporation of the Company as described above. A majority of
the votes cast of the quorum is required to approve the proposed amendments.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS APPROVE
THE PROPOSED AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION
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DESCRIPTION OF CAPITAL STOCK
Common Stock: The Company has authorized an aggregate 12,500,000 Shares of
Common Stock. The Board of Directors proposes to amend the Articles of
Incorporation to authorize a total of 50,000,000 Shares of Common Stock. The
Company's Common Stock is listed on the National Association of Securities
Dealers Automated Quotation system, NASDAQ, under symbol ITNL. As of April 1,
1997, there were 12,209,612 shares of Common Stock issued and outstanding, held
of record by 955 shareholders. The holders of Common Stock in the Company are
entitled to one vote per share on all matters to be voted upon by the
stockholders and are not entitled to cumulative voting in the election of
directors. Dividends may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. A more detailed description of the Company's
Common Stock is contained in the Company's registration statements filed under
section 12 of the Securities Exchange Act of 1934, including any amendments or
reports filed for the purpose of updating such descriptions.
Preferred Stock: The Board of Directors proposes to amend the Articles of
Incorporation to authorize a total of 20,000,000 Shares of Preferred Stock in
the Company. The Board will have the authority, without further stockholder
approval, to issue the Preferred Stock from time to time in one or more series
and to establish the number of shares to be included in each series; and to fix
or alter the voting powers and the designation, conversion prices, redemption
prices, maturity dates or other special rights and qualifications, limitations
or restrictions of such series of Preferred Stock.
The Company has issued shares to a number near its authorized number of
shares and has proposed this amendment to give it the flexibility to expand by
acquiring additional assets and stock in exchange for the Company's stock.
Although the Company has engaged in various discussions and negotiations, it
does not now have a contract agreement or agreements with any company or
companies which would require the issuance of any of the additional stock, the
authorization of which is proposed.
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