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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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<S> <C>
[ ] Preliminary Information Statement [ ] Confidential, for Use of
[X] Definitive Information Statement the Commission Only (as
permitted by Rule 14c-5(d)(2))
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NEXTECH ENTERPRISES INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Information Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] 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:
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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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NEXTECH ENTERPRISES INTERNATIONAL, INC.
910 HAMPSHIRE ROAD, SUITE A
WESTLAKE VILLAGE, CALIFORNIA 91361
INFORMATION STATEMENT PURSUANT TO SECTION 14C
OF THE SECURITIES EXCHANGE ACT OF 1934
-------------------------
This information statement is being mailed on or about June 4, 1998, to
the holders of record at the close of business on May 28, 1998 of the shares of
common stock, par value $0.001 per share (the "Shares"), of Nextech Enterprises
International, Inc., a Delaware corporation (the "Company"). You are receiving
this information statement in connection with a proposed amendment (the
"Proposed Amendment") to the Certificate of Incorporation of the Company (the
"Certificate of Incorporation") that would amend its authorized shares to
include a preferred stock class, effective June 25, 1998 (See attached Exhibit
"A") .
1. APPROVAL OF PROPOSED AMENDMENT. Under Delaware corporation law,
the Proposed Amendment must be approved in writing by the holders of at
least a majority of the voting stock of the Company. Erose Capital Corp.
the holders of 60.31% of the Company's Shares, have consented in writing
to the Proposed Amendment. The Proposed Amendment, therefore, has been
approved by a majority of the stockholders of the Company, and, effective
June 25, 1998. Because the Proposed Amendment already has been approved,
you are not required to take any action at this time; however, at your
option, you may submit a written consent to the Proposed Amendment to
Nextech Enterprises International, Inc. 910 Hampshire Road, Suite A,
Westlake Village, CA 91361. This information statement is your notice
that the Amendment to the Certificate of Incorporation has been approved;
you will receive no further notice when the change becomes effective.
2. SHARE CERTIFICATES. Following the Amendment to the
Certificate of Incorporation, the Share certificates you now hold will
continue to be valid.
3. OUTSTANDING VOTING SECURITIES. At the close of business on
April 30, 1998, there were 18,651,521 Shares outstanding. The Shares
constitute the only voting securities of the Company. Each holder of
the Shares is entitled to cast one vote for each Share held at any
meeting of shareholders.
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
Common Stock Erose Capital Corp. 11,250,000 60.31%
4. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
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5. (a) No director or officer of the Company or nominee for election as
a director of the Company or associate of any director or officer of the
Company has a substantial interest in the Proposed Amendment.
(b) No director of the Company has informed the Company in writing
that such director intends to oppose the adoption of the Proposed Amendment.
NEXTECH ENTERPRISES INTERNATIONAL, INC.
/s/ RONALD J. AMEN
------------------
Ronald J. Amen, President
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EXHIBIT "A"
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NEXTECH ENTERPRISES INTERNATIONAL, INC.
Nextech Enterprises International, 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 pursuant to the recommendation of the Board of Directors of
Nextech Enterprises International, Inc., the following resolution amending the
Certificate of Incorporation of said corporation has been adopted by the vote of
stockholders of said corporation holding a majority of the outstanding stock
entitled to vote thereon. The resolution setting forth the amendment is as
follows:
RESOLVED, that paragraph FOURTH of the Certificate of
Incorporation shall be amended to read in its entirety as
follows:
"The aggregate number of shares which the Corporation
shall have the authority to issue is 62,000,000, which are
divided into 60,000,000 shares of Common Stock, par value
$.001 per share, and 2,000,000 shares of Preferred Stock, par
value $.01 per share with discretion granted to the Board of
Directors of the Corporation to establish different series and
stock rights as they deem necessary."
SECOND: That these resolutions have been duly adopted by written
consent of stockholders holding a majority of the outstanding stock entitled to
vote thereon in accordance with Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said Nextech Enterprises International, Inc., has
caused this certificate to be signed by its President this _____ day of June,
1998.
NEXTECH ENTERPRISES INTERNATIONAL, INC.
BY: /s/ RONALD J. AMEN
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Ronald J. Amen, PRESIDENT
