Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by the Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Information Statement
[X] Definitive Information Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14c-5(d)(2)
NANOTECH CORPORATION
(Name of Registrant as Specified In Its Charter)
NANOTECH CORPORATION
(Name of Person(s) Filing Proxy Statement)
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:
(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 0-11:
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
NANOTECH CORPORATION
1500 Quail Street, Suite 550
Newport Beach, California 92660
INFORMATION STATEMENT
Mailing Date: December 23, 1997
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
General
This Information Statement is furnished to the holders of Common Stock,
$.001 par value per share (the "Common Stock"), of Nanotech Corporation (the
"Company") on behalf of the Company in connection with a proposed amendment to
the Certificate of Incorporation of the Company to increase the number of
authorized shares of Common Stock from 20,000,000 up to 120,000,000. This
amendment has already been approved by the consent of persons holding 270,000
Shares, which is a majority of the 424,600 outstanding shares. YOU ARE NOT BEING
ASKED FOR A PROXY NOR TO VOTE ON THIS MATTER. THIS DOCUMENT IS FOR INFORMATIONAL
PURPOSES ONLY.
The cost of this Information Statement will be borne by the Company.
Record Date
The close of business on December 1, 1997, which is the date of the
consent action by shareholders approving the amendment to its articles, was
fixed as the record date pursuant to Section 228 of the Delaware General
Corporation Law ("DGCL").
The voting securities of the Company are the shares of its Common
Stock, of which 424,600 shares were issued and outstanding as of December 1,
1997. All outstanding shares of Common Stock are entitled to one vote on each
matter submitted for voting at the Meeting.
Beneficial Ownership of Common Stock
Principal Shareholders, Directors and Officers. The following table
sets forth the beneficial ownership of the Company's Common Stock as of December
1, 1997 by each person known to the Company to own more than five percent (5%)
of the Company's Common Stock and by each of the Company's current directors,
and by all directors and officers of the Company as a group. The table has been
prepared based on information provided to the Company by each shareholder.
<PAGE>
<TABLE>
<CAPTION>
Amount of
Name and Beneficial Percent of
Address Ownership(1) Class
<S> <C> <C>
Jehu Hand(1) 332,066 49.8%
Eric Anderson(1) 180,000 42.4%
All Directors and Officers
as a Group (1 person) 332,066 49.8%
</TABLE>
* less than 1%
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of a security). The address of
this person is c/o the Company.
(2) Includes 224,066 shares issuable upon conversion of a promissory note.
As of December 1, 1997, there were 115 shareholders of record.
<PAGE>
PROPOSAL NO. 1:
AMENDMENT OF ARTICLES OF INCORPORATION
INCREASE OF AUTHORIZED SHARES OF COMPANY'S COMMON STOCK
The Shareholders holding a majority of the common stock have approved
an amendment to Article 4 of the Company's Articles of Incorporation to increase
the number of authorized shares of the Company's Common Stock from 20,000,000 up
to 120,000,000.
The Company's Articles of Incorporation presently authorize the
issuance of 20,000,000 shares of Common Stock having $0.001 par value, of which
424,600 shares were outstanding at the close of business on December 1, 1997.
The Board of Directors has proposed the increase in authorized common
shares to provide the Board of Directors with greater flexibility in the event
the Board of Directors determines that it is in the best interest of the Company
to issue additional shares to raise capital or to effect an acquisition.
Under the laws of the State of Delaware, authorized, but unissued and
unreserved, shares may be issued for such consideration (not less than par
value) and purposes as the Board of Directors may determine without further
action by the shareholders. The issuance of such additional shares may, under
certain circumstances, result in the dilution of the equity or earnings per
share of the existing shareholders.
Although the Board of Directors has no present intent to do so, the
unissued and authorized shares of the Company could be issued as defense to an
attempted takeover of the Company and may have an anti-takeover effect.
Management is not aware of any effort on the part of any person to acquire
control of the Company.
The additional shares of Common Stock authorized by this proposed
amendment will, if and when issued, have the same rights and privileges as the
shares of Common Stock currently authorized. Holders of shares of Common Stock
of the Company have no preemptive rights.
The amendment will be filed with the Delaware Secretary of State no
less than twenty days after the mailing of the Information Statement.
<PAGE>
