SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ X ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Tiger Telematics, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(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.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid: 0
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
Tiger Telematics, Inc.
10201 Centurion Parkway North Ste. 600
Jacksonville, FL 32256
Phone: 904-279-9240
December 10, 2003
Dear Shareholders:
The Company needs to increase its authorized shares by an additional 250,000,000
to 500,000,000 shares in order to convert debt, fund further product
development, raise capital and to pursue acquisitions of technologies and
companies as deemed appropriate.
The Special Meeting of Shareholders of Tiger Telematics, Inc., a Deleware
corporation (the "Company") will be held at the offices of the company at 10201
Centurion Parkway North Ste. 600, on January 16, 2004, at 11:00 a.m. Eastern
Time, to consider and to vote upon a proposal to amend the articles of
incorporation of the company to authorize the company to issue up to 500,000,000
common shares of stock thereof.
Only shareholders or record at the close of business on December 5, 2004 are
entitled to notice of, and to vote at, the Non Standard shareholder's meeting.
All shareholders are extended a cordial invitation to attend the Special
Meeting of Shareholders.
By order of the Board of Directors
/s/ Michael W. Carrender
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Michael Carrender, CEO
Jacksonville, FL 32256
December 10, 2003
NOTICE OF NON STANDARD MEETING OF SHAREHOLDERS TO BE HELD ON January 16, 2004
NOTICE IS HEREBY GIVEN, that Non Standard Meeting of Shareholders of Tiger
Telematics, Inc, a Deleware corporation, will be held at the Company's offices
located at 10201 Centurion Parkway North Ste. 600 Jacksonville, FL 32256 on
January 16, 2004 at 11:00 a.m. Eastern Standard time for the following purposes:
(1) To approve the authorized common capital shares of the Company to be
increased to 500,000,000.
The Company has fixed the close of business on December 5, 2003 as the Record
Date for the determination of Company shareholders entitled to receive notice
of, and to vote at, the Non Standard Meeting and any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Michael W. Carrender
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Michael W. Carrender, CEO
Jacksonville, FL
Date: December 10, 2003
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING
IN PERSON. SHAREHOLDERS WHO ATTEND THE MEETING IN PERSON HAVE THE RIGHT TO
REVOKE THEIR PROXIES AND VOTE THEIR SHARES IN PERSON, IF THEY SO DESIRE.
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Tiger Telematics, Inc.
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON January 16, 2004
I. INTRODUCTION
The Board of Directors of Tiger Telematics, Inc., a Deleware corporation (the
"Company"), is soliciting the accompanying Proxy in connection with its Special
Meeting of Shareholders of the Company to be held at 11:00 a.m. Eastern Standard
Time on January 16, 2004, at 10201 Centurion Parkway North Ste. 600
Jacksonville, FL, 32256 and any adjournments thereof. The Notice of Special
Meeting and Proxy Card were mailed to shareholders on or about December 10,
2003.
II. OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed the close of business on
December 5, 2003, as the record date for the determination of those holders of
Common Stock of the Company entitled to receive notice of, and vote at, the
Annual Meeting. Persons who were not shareholders on such date will not be
allowed to vote at the Annual Meeting. At the close of business on the record
date, there were 155,000.000 shares of the Company's Common Stock issued and
outstanding. The Common Stock is the only outstanding class of capital stock of
the Company entitled to vote at the Meeting. Each share of Common Stock is
entitled to one vote on each matter to be voted on at the meeting. Holders of
Common Stock are not entitled to cumulative voting rights. A majority of the
shares entitled to vote present in person or represented by proxy at the Special
Meeting, is required for approval of each of the Company's proposals.
Shares of Common Stock that are represented by properly executed proxies, unless
such proxies have previously been revoked, will be voted in accordance with the
instructions indicated in such proxies. If no instructions are indicated, such
common shares will be voted "FOR" approval of the proposal and in the discretion
of the proxy holders for any other matter that may properly come before the Non
Standard Meeting. If a shareholder abstains from voting as to any matter, then
the shares held by such shareholder shall be deemed present at the meeting for
purposes of determining a quorum, and for purposes of calculating the vote with
respect to such matter, but shall not be deemed to have been voted in favor of
such matter. Abstentions, therefore, as to any proposal will have the same
effect as votes against such proposal. If a broker returns a "non-vote" proxy,
indicating a lack of voting instructions by the beneficial holder of the shares
and a lack of discretionary authority on the part of the broker to vote a
particular matter, then in such instance, the shares covered by such "non-vote"
proxy shall be deemed to be present at the meeting for purposes of determining a
quorum, but shall not be deemed to be represented at the meeting for purposes of
calculating the vote required for approval of such matter.
A shareholder who has given a proxy may revoke it at any time prior to its
exercise at the Annual Meeting by filing with the Chief Executive Officer of the
Company, Mr. Michael Carrender, at 10201 Centurion Parkway North. Ste. 600
Jacksonvile, FL a written revocation of such proxy, or by executing and
delivering a duly- executed proxy bearing a later date, or by simply voting the
common shares covered thereby by separate written ballot to be disseminated at
the Special Meeting.
In addition to soliciting proxies by mail, officers, directors and employees of
the Company, without receiving additional compensation therefor, may solicit
proxies personally, or by telephone, telegram or other forms of communication,
including wire facsimile. The Company has not retained a proxy solicitation
firm, and instead, will use its own best efforts to solicit as many proxies as
practicable in the time available before the Non Standard Meeting.
1. PROPOSAL NUMBER ONE - TO INCREASE THE NUMBER OF AUTHORIZED COMMON CAPITAL
STOCK OF THE COMPANY TO FIVE HUNDRED MILLION SHARES (500,000,000)
In order for the Company to convert debt, fund further product development, make
acquisitions of companies and technologies and acquire capital by the issuance
of shares in future, it is necessary for the Company increase its authorized
common capital shares to five hundred million (500,000,000) shares.
PROPOSAL NUMBER ONE CALLS FOR APPROVAL OF AUTHORIZED COMMON CAPITAL STOCK OF
FIVE HUNDRED MILLION (500,000,000) SHARES. THE BOARD OF DIRECTORS RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" PROPOSAL NUMBER ONE.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Michael Carrender
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Michael Carrender, CEO
Jacksonville, FL
December 10, 2003