SCHEDULE 14C
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[_] Definitive Information Statement
HY-TECH TECHNOLOGY GROUP, INC.
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(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
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(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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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
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paid previously. Identify the previous filing by registration statement
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HY-TECH TECHNOLOGY GROUP, INC.
1840 BOY SCOUT DRIVE
FORT MYERS, FLORIDA 33907
INFORMATION STATEMENT
JUNE __, 2004
This Information Statement is being furnished to stockholders of Hy-Tech
Technology Group, Inc., a Delaware corporation (the "Company"), to advise them
of corporate action taken without a meeting by written consent of a majority of
stockholders to amend the Articles of Incorporation of the Company to:
(1) change the name of the Company from Hy-Tech Technology Group, Inc. to Innova
Holdings, Inc. and
(2) increase the Company's authorized capitalization from 101,000,000 shares,
consisting of 100,000,000 shares of common stock, $.001 par value and 1,000,000
shares of preferred stock, $.001 par value to 910,000,000 shares, consisting of
900,000,000 shares of common stock, $.001 par value and 10,000,000 shares of
preferred stock, $.001 par value (the "Amendment").
A copy of the Articles of Amendment to the Articles of Incorporation of
the Company is attached to this Information Statement as Exhibit A.
On May 24, 2004, there were 98,677,406 shares of our common stock issued
and outstanding, and no shares of our preferred stock issued and outstanding.
The Amendment to the Articles of Incorporation of the Company requires the
affirmative vote of a majority of the outstanding shares of our common stock.
The Board of Directors of the Company, by written consent on May 24, 2004
has approved, and stockholders holding an aggregate of 49,904,429 (approximately
50.6%) of our outstanding common shares on May 24, 2004, have consented in
writing to amend the Articles of Incorporation of the Company. Accordingly, all
corporate actions necessary to authorize the amendment have been taken. In
accordance with the regulations under the Securities Exchange Act of 1934, the
amendment to the Articles of Incorporation of the Company will not become
effective until at least 20 days after we have mailed this Information Statement
to our stockholders. Promptly following the expiration of this 20-day period, we
intend to effect the amendment to our Articles of Incorporation. The change in
our authorized capitalization will become effective at the time of filing the
Articles of Amendment.
Our executive offices are located at 1840 Boy Scout Drive, Fort Myers,
Florida 33907.
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PLEASE BE ADVISED THAT THIS IS ONLY AN INFORMATION STATEMENT. WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being sent or given to the holders of
our outstanding common stock, our only class of voting securities outstanding,
on or about June___, 2004. Each holder of record of shares of our common stock
at the close of business on June ___, 2004 is entitled to receive a copy of this
Information Statement.
FREQUENTLY ASKED QUESTIONS
The following questions and answers are intended to respond to frequently
asked questions concerning the actions approved by our board of directors and a
majority of the persons entitled to vote. These questions do not, and are not
intended to, address all the questions that may be important to you. You should
carefully read the entire Information Statement, as well as its appendices and
the documents incorporated by reference in this Information Statement.
Q: WHY AREN'T WE HOLDING A MEETING OF STOCKHOLDERS?
A: The board of directors has already approved the Amendment to our Articles of
Incorporation and has received the written consent of a majority of the voting
interests entitled to vote on such actions. Under the Delaware General
Corporation Act these actions may be approved by the written consent of a
majority of the voting interests entitled to vote. Since we have already
received written consents representing the necessary number of votes, a meeting
is not necessary and represents a substantial and avoidable expense.
Q: WHAT ARE THE PURPOSES OF THE AMENDMENT?
A: The purposes of the Amendment are to change our name in recognition of our
new business strategy and to authorize additional shares of common stock for us
to issue to raise capital, for mergers and acquisitions, and to provide
compensation that is not payable in cash.
Q: HOW WILL THE AMENDMENT AFFECT THE OFFICERS, DIRECTORS AND EMPLOYEES OF THE
COMPANY?
A: The officers, directors and employees of the Company will continue in the
same capacities after the Amendment as before the Amendment.
Q: CAN I REQUIRE YOU TO PURCHASE MY STOCK?
A: No. Under the Delaware General Corporation Act, you are not entitled to
appraisal and purchase of your stock as a result of the Amendment.
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Q: WHO WILL PAY THE COSTS OF RECAPITALIZATION?
We will pay all of the costs of the Amendment, including distributing this
Information Statement. We may also pay brokerage firms and other custodians for
their reasonable expenses for forwarding information materials to the beneficial
owners of our common stock. We do not anticipate contracting for other services
in connection with the Amendment.
AMENDMENT OF ARTICLES OF INCORPORATION
CHANGE OF NAME
On May 24, 2004, our Board of Directors approved an amendment to our
Certificate of Incorporation to change our name to Innova Holdings, Inc. The
holders of a majority of our outstanding voting shares approved the name change
by written consent. The approval by our Board of Directors and by the majority
stockholders is adequate under Delaware law to effect the name change.
We believe that it is in the best interest of the Company and our
stockholders to continue our operations under a new name. We are in the process
of divesting our subsidiary Hy-Tech Computer Systems, Inc., through which we
operated our computer customs systems builder business. Management's strategy is
to turn the Company into a broader, solutions based provider of technology
products and services. Our board believes that the Company would benefit from a
change of name that differentiates our discontinued historical business from our
new business plan, and reflects our current business.
Upon the filing of the Certificate of Amendment, Common Stock certificates
that previously represented stock of the Company in the name of Hy-Tech
Technology Group, Inc. shall be deemed to represent shares of Innova Holdings,
Inc. without any further action by the Common Stockholders of the Company or any
other party. Notwithstanding the foregoing, it is requested that stockholders
exchange their existing certificates for certificates bearing the name Innova
Holdings, Inc. In connection with the name change, we will obtain a new trading
symbol and CUSIP number.
INCREASE IN AUTHORIZED CAPITAL STOCK
Our Articles of Incorporation authorize us to issue 101,000,000 shares of
capital stock, consisting of 100,000,000 shares of common stock, $.001 par value
and 1,000,000 shares of preferred stock, $.001 par value. Our board of directors
and stockholders holding a majority of our outstanding voting shares have
approved an amendment to our Articles of Incorporation to increase our
authorized capitalization to 910,000,000 shares, consisting of 900,000,000
shares of common stock, $.001 par value and 10,000,000 shares of preferred
stock, $.001 par value.
The Board believes that the increase in authorized capital stock is
desirable in order to provide the Company with a greater degree of flexibility
to issue shares of Common Stock and Preferred Stock, without the expense and
delay of a special stockholders' meeting, in connection with possible future
stock dividends or stock splits, equity financings, future opportunities for
expanding the business through investments or acquisitions, management incentive
and employee benefit plans and for other general corporate purposes.
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Authorized but unissued shares of Common Stock and Preferred Stock may be
issued at such times, for such purposes and for such consideration as the Board
of Directors may determine to be appropriate without further authority from the
Company's stockholders, except as otherwise required by applicable law or stock
exchange policies.
The increase in authorized capital will not have any immediate effect on
the rights of existing stockholders. However, the Board will have the authority
to issue authorized Common Stock without requiring future stockholder approval
of such issuances, except as may be required by applicable law or exchange
regulations. To the extent that additional authorized shares are issued in the
future, they will decrease the existing stockholders' percentage equity
ownership and, depending upon the price at which they are issued, could be
dilutive to the existing stockholders. The holders of Common Stock have no
preemptive rights.
The increase in authorized capital with respect to the authorized number
of shares of Common Stock and the subsequent issuance of such shares could have
the effect of delaying or preventing a change in control of the Company without
further action by the stockholders. Shares of authorized and unissued Common
Stock could be issued (within the limits imposed by applicable law) in one or
more transactions. Any such issuance of additional stock could have the effect
of diluting the earnings per share and book value per share of outstanding
shares of Common Stock, and such additional shares could be used to dilute the
stock ownership or voting rights of a person seeking to obtain control of the
Company.
We believe the increase in capitalization is beneficial to us in that it
will better enable us to raise capital through future sales of our equity
securities, engage in merger and acquisition transactions and provide
compensation for certain types of services rendered.
EFFECTIVE DATE OF AMENDMENT
The amendment will become effective upon the filing of the amendment to
our Articles of Incorporation with the Delaware Department of State. The
amendment to the Articles of Incorporation of the Company will not become
effective until at least 20 days after we have mailed this Information Statement
to our stockholders. Promptly following the expiration of this 20-day period, we
intend to effect the amendment to our Articles of Incorporation. The change in
our name and increase in our authorized capitalization will become effective at
the time of filing the Articles of Amendment.
NO DISSENTERS' RIGHTS
Holders of our voting securities are not entitled to dissenters' rights
with respect to the amendment to our Articles of Incorporation.
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SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of our common stock as of May 31, 2004, by each person or entity known
by us to be the beneficial owner of more than 5% of the outstanding shares of
common stock, each of our directors and named executive officers, and all of our
directors and executive officers as a group. Beneficial ownership has been
determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934,
as amended. Generally, a person is deemed to be the beneficial owner of a
security if he has the right to acquire voting or investment power within 60
days.
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Name and Address of Beneficial Owner Amount and Nature of Percent of
Beneficial Ownership Class
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Altos Bancorp, Inc. 10,000,000(1) 10.1%
101 First Street, PMB 493
Los Altos, CA 94022
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Martin Nielson, Chief Executive Officer 12,000,000(2) 12.2%
and Chairman of the Board of Directors
Hy-Tech Technology Group, Inc.
1840 Boy Scout Drive
Fort Myers, Florida 33907
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Gary F. McNear, Chief Financial Officer, 5,301,950(3) 5.4%
Vice President, Secretary and Director
Hy-Tech Technology Group, Inc.
1840 Boy Scout Drive
Fort Myers, Florida 33907
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Craig W. Conklin, Chief Operating Officer, 5,301,950(4) 5.4%
Vice President and Director
Hy-Tech Technology Group, Inc.
1840 Boy Scout Drive
Fort Myers, Florida 33907
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(1) On April 29, 2003, the Gary F. McNear Revocable Trust ("Gary Trust"),
the Susan M. McNear Revocable Trust ("Susan Trust"), the Craig M. Conklin
Revocable Trust ("Craig Trust") and the Margaret L. Conklin Revocable Trust
("Margaret Trust") (collectively the "Trusts") entered into a Stock Option and
Irrevocable Proxy Agreement with Altos. Gary McNear is the Chief Financial
Officer, Vice President, Secretary and Director of the Company and Susan McNear
is his wife. Craig M. Conklin is the Chief Operating Officer, Vice President and
a Director of the Company and Margaret Conklin is his wife. The Trusts own an
aggregate of 15,838,444 shares of the Company's Common Stock. The Trusts granted
to Altos an option to acquire 10,000,000 of their shares of Common Stock for
$.01 per share for a period of three years. The Trusts also granted to Altos an
irrevocable proxy to vote their shares. The irrevocable proxy is for a term of
three years with respect to the 10,000,000 shares of Common Stock held by the
Trusts that are subject to the option to purchase. The following table
summarizes the options and proxies granted by the Trusts to Altos:
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Shares Subject to Altos Shares Subject to Three
Option Year Proxy
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Gary Trust 3,959,612 3,959,612
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Susan Trust 1,040,388 1,040,388
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Craig Trust 3,959,612 3,959,612
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Margaret Trust 1,040,388 1,040,388
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Total 10,000,000 10,000,000
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(2) Mr. Nielson is deemed to be the beneficial owner of the shares of
common stock owned by Altos by virtue of being an affiliate of Altos.
(3) Includes 2,959,224 shares owned by the Susan Trust. Includes options
for 125,000 shares at a price of $.01 per share granted under employment
agreement that are fully vested. Does not include options for 375,000 shares
granted under employment agreement, no portion of which is vested.
(4) Includes 2,959,224 shares owned by the Margaret Trust. Includes
options for 125,000 shares at a price of $.01 per share granted under employment
agreement that are fully vested. Does not include options for 375,000 shares
granted under employment agreement, no portion of which is vested.
As of May 31, 2004, there were 98,677,406 shares of the Company's stock
issued and outstanding..
WHERE YOU CAN FIND MORE INFORMATION
We are required to comply with the reporting requirements of the
Securities Exchange Act. For further information about us, you may refer to:
o our Annual Report on Form 10-KSB for the year ended February 28,
2003;
o our Quarterly Reports on Form 10-QSB for the quarters ended May 31,
2003, August 31, 2003, and November 30, 2003; and
o our Current Reports on Forms 8-K filed on February 4, 2003, March
10, 2003 and May 13, 2003 and Form 8-K/A filed on March 13, 2003.
You can review these filings at the public reference facility maintained
by the SEC at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC 0330 for further information on the
public reference room. These filings are also available electronically on the
World Wide Web at http://www.sec.gov.
June __, 2004 By the Order of the Board of Directors
Gary F. McNear
Secretary
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EXHIBIT A
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
HY-TECH TECHNOLOGY GROUP, INC.
(Pursuant to Section 242 of
the Delaware General Corporation Law)
The undersigned, Martin Nielson, Chief Executive Officer, of Hy-Tech
Technology Group, Inc. (the "Company") and existing under the laws of the State
of Delaware does hereby certify that:
1. The Certificate of Incorporation of the Company is hereby amended
pursuant to Section 242 (a)(3) of the General Corporation Law of the State of
Delaware, in Article First and Fourth thereof by the substitution of the
following provisions:
First: The name of this corporation is Innova Holdings, Inc.
Fourth: The total number of shares of all classes of stock which the
Corporation shall have authority to issue shall be nine hundred ten million
(910,000,000) shares, of which nine hundred million (900,000,000) shares shall
be common stock, par value $.001 per share (the "Common Stock") and ten million
(10,000,000) shares shall be preferred stock, par value $.001 per share (the
"Preferred Stock"). All of the shares of Common Stock shall be of one class, and
shall have the same rights and preferences. When consideration is received for
each share of Common Stock and Preferred Stock issued, each share will be fully
paid and nonassessable.
The shares of Preferred Stock shall be undesignated Preferred Stock
and may be issued from time to time in one or more series pursuant to a
resolution or resolutions providing for such issuance and duly adopted by the
Board of Directors of the Corporation, authority to do so being hereby expressly
vested in the Corporation's Board of Directors. The Board of Directors is
further authorized to determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued series of Preferred
Stock and to fix the number of shares of any series of Preferred Stock and the
designation of any such series of Preferred Stock. The Board of Directors of the
Corporation, within the limits and restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the number of shares
constituting any series, may increase or decrease (but not below the number of
shares in any such series then outstanding) the number of shares of any series
subsequent to the issuance of shares of that series.
The authority of the Board of Directors of the Corporation with
respect to each such class or series of Preferred Stock shall include, without
limitation of the foregoing, the right to determine and fix:
(i) the distinctive designation of such class or series
and the number of shares to constitute such class or
series;
(ii) the rate at which dividends on the shares of such
class or series shall be declared and paid or set aside
for payment, whether dividends at the rate so
determined shall be cumulative or accruing, and whether
the shares of such class or series shall be entitled to
any participating or other dividends in addition to
dividends at the rate so determined, and if so, on what
terms;
(iii) the right or obligation, if any, of the
Corporation to redeem shares of the particular class or
series of Preferred Stock and, if redeemable, the
price, terms and manner of such redemption;
(iv) the special and relative rights and preferences,
if any, and the amount or amounts per share, which the
shares of such class or series of Preferred Stock shall
be entitled to receive upon any voluntary or
involuntary liquidation, dissolution or winding up of
the Corporation;
(v) the terms and conditions, if any, upon which shares
of such class or series shall be convertible into, or
exchangeable for, shares of capital stock of any other
class or series, including the price or prices or the
rate or rates of conversion or exchange and the terms
of adjustment, if any;
(vi) the obligation, if any, of the Corporation to
retire, redeem or purchase shares of such class or
series pursuant to a sinking fund or fund of a similar
nature or otherwise, and the terms and conditions of
such obligations;
(vii) voting rights, if any, on the issuance of
additional shares of such class or series or any shares
of any other class or series of Preferred Stock;
(viii) limitations, if any, on the issuance of
additional shares of such class or series or any shares
of any other class or series of Preferred Stock;
(ix) such other preferences, powers, qualifications,
special or relative rights and privileges thereof as
the Board of Directors of the Corporation, acting in
accordance with these Articles of Incorporation, may
deem advisable and are not inconsistent with the law
and the provisions of these Articles of Incorporation.
2. The foregoing Amendments to the Certificate of Incorporation were
authorized by the Board of Directors and duly adopted by consent action by the
holders of in excess of fifty percent (50%) of the Company's outstanding stock
entitled to vote thereon in accordance with Section 228 of the Delaware General
Corporation Law.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment this __th day of _____, 2004 and DO HEREBY CERTIFY, that the facts
stated in this Certificate of Amendment are true and correct.
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Martin Nielson, Chief Executive Officer