SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14C-5(d)(2))
[ x ] Definitive Information Statement
orbitTRAVEL.com Corporation f/k/a Divot Golf
Corporation Name of small business issuer as
specified in its charter)
Delaware 56-1 781650
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
927 Lincoln Road, Suite 200 Miami Beach, FL 33139
(Address of principal executive offices)
(305) 538-2727
(Issuer s telephone number)
------------------
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and O-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-i I (Set forth the amount on which the filing fee is
calculated and state how it was determined).
4) Proposed maximum aggregate value
of the 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-I l(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:
<PAGE>
INFORMATION STATEMENT OF ORBITTRAVEL.COM CORPORATION (F/K/A DIVOT
GOLF CORPORATION)
927 Lincoln Road, Suite 200, Miami Beach, FL 33139
I. NOTICE OF ACTIONS TAKEN BY WRITTEN CONSENT OF SHAREHOLDERS
This Information Statement is being furnished on behalf of the Board of
Directors of OrbitTRAVEL.com Corporation (f/k/a Divot Golf Corporation)
("Orbit"), a Delaware corporation with principal offices at 927 Lincoln Road,
Suite 200, Miami Beach, FL 33139 (the "Company"). The Company's telephone number
is (305) 538-2727. As of April 20, 2000 the Company's name was changed from
Divot Golf Corporation to OrbitTRAVEL.com Corporation.
This Information Statement is being provided to inform all
non-consenting shareholders of the corporate action that was approved by the
holders of a majority of the Company's capital stock. On June 19, 2000, holders
of record of 119,839,864 of the shares of the Company's Common Stock
representing 60% of the Company's 199,645,141 then-outstanding shares of Common
Stock, consented to an increase in the Company's authorized capital pursuant to
Section 228 of the Delaware General Corporation Law. This written consent was
obtained in lieu of a shareholders meeting.
The consenting shareholders approved an amendment to the Company's
Certificate of Incorporation increasing the authorized Common Stock from
200,000,000 shares, par value $.001 per share, to 800,000,000 million shares,
par value $.001 per share.
For more information on the action approved by the shareholders, see
"The Action Taken Pursuant to the Written Consent" below. This action was
approved by holders of more than a majority of the Common Stock outstanding on
June 19, 2000, and their written consent shall be effective once proper notice
of these actions has been delivered to all non-consenting shareholders.
The Company is sending this Information Statement to all shareholders
of record as of June 19, 2000 ("Record Shareholders") and we will begin mailing
these materials on July 10, 2000. The effective date for these corporate actions
will be July 31, 2000.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
II. THE ACTION TAKEN PURSUANT TO THE WRITTEN CONSENT
A. Authorization of an Amendment to the Company's Certificate of Incorporation
Increasing the Authorized Capital
On June 19, 2000, eight consenting shareholders consented to a proposal
to effect an amendment to the company's Certificate of Incorporation
increasing the authorized capital from 200,000,000 shares of Common
Stock, par value $.001 per share, to 800,000,000 shares, par value
$.001 per share.
<PAGE>
The reason for the approval to amend the Company's Certificate of
Incorporation to increase the authorized Common Stock is that the
Company has almost exhausted all of its authorized capital. As of June
19, 2000 there were 199,645,141 shares of Common Stock outstanding out
of an authorized capital of 200,000,000 shares. The Company's recent
Annual Report on Form 10-KSB for the year ended December 31, 1999
reflects numerous settlements with third parties and acquisitions which
required the issuance by the Company of its Common Stock and which
effectively has exhausted all of the available authorized Common Stock.
Additionally, the Company intends to seek other acquisitions and
strategic alliances to augment its business. This will also require the
issuance of additional Common Stock. Accordingly, shareholders owning a
majority of the outstanding shares authorized the Amendment to the
Certificate of Incorporation increasing the authorized Common Stock
from 200,000,000 shares to 800,000,000 shares.
The Amendment to the Company's authorized capital will be effected by
the filing with the Secretary of State of Delaware a Certificate of
Amendment to the Certificate of Incorporation. The increase in
authorized shares of common stock will become effective on the date of
filing of the Amended Certificate of Incorporation (the "Effective
Date"). The Company intends to file as soon as practicable after July
31, 2000.
