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OMB APPROVAL
OMB Number: 32350-0057
Expires: December 31, 2002
Estimated Average burden hours per response: 13.00
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14 (c)
Of the Securities Exchange Act of 1934 (Amendment No. ______)
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
FIELDS TECHNOLOGIES, INC.
(Name of Registrant As Specified In Its Charter
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 0-1:
(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 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction 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
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previously 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:
First Mailed to Stockholders on or about May 9th, 2002.
FIELDS TECHNOLOGIES, INC.
333 Main Street #300; P.O. Box 5000
Park City, UT 84060
To the Stockholders of Fields Technologies, Inc:
This Information Statement was mailed on or about May 9, 2002 to the
stockholders of record on April 10, 2002 of Fields Technologies, Inc., a
Delaware corporation (the "Company" or "Fields") in connection with certain
actions taken by the Company pursuant to the written consent of the majority
stockholders ("Written Consent") of the Company, dated April 8, 2002. The
Written Consent and the enclosed Information Statement concern the approval of
an amendment to our Certificate of Incorporation to increase the authorized
number of shares of Common Stock, $.01 par value per share, from 175,000,000 to
300,000,000 and to increase the authorized number of shares of Preferred Stock,
$.01 par value per share, from 5,000,000 to 30,000,000 as described in the
Information Statement.
Our Board of Directors has already approved the transaction. The
stockholders who collectively hold a majority of the voting power of our Common
Stock have already approved the transaction by written consent, to be effective
twenty (20) days from the date of the Information Statement. Therefore, this
Information Statement is being sent to you for informational purposes only. We
are not asking for a proxy or vote on any of the matters described in this
Information Statement.
We encourage you to read this Information Statement carefully.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
Sincerely,
/s/ Randall K. Fields
Randall K. Fields
President and Chief Executive Officer
Fields Technologies, Inc.
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FIELDS TECHNOLOGIES, INC.
333 Main Street #300; P.O. Box 5000
Park City, UT 84060
PRELIMINARY INFORMATION STATEMENT
PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED, AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
NOTICE OF WRITTEN CONSENT OF STOCKHOLDERS IN LIEU OF
SPECIAL MEETING OF STOCKHOLDERS
TO BE EFFECTIVE MAY 29, 2002.
May, 9, 2002
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the following action is planned to be taken pursuant
to Written Consent of the Majority Stockholders of Fields technologies, Inc.:
An amendment to Fields Certificate of Incorporation to increase the
authorized number of shares of Common Stock, $.01 par value per share (the
"Common Stock"), from 175,000,000 to 300,000,000, and to increase the authorized
number of shares of Preferred Stock. $.01 par value per share (the "Preferred
Stock") from 5,000,000 to 30,000,000.
On April 8, 2002, our Board unanimously approved this proposed
amendment to our Certificate of Incorporation. A copy of the proposed
Certificate of Amendment to our Certificate of Incorporation is attached to the
Information Statement as Exhibit 1.
The Board of Directors has fixed the close of business on April 10,
2002, as the Record Date for determining the Stockholders entitled to Notice of
the foregoing.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
the Common Stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.
This Information Statement will serve as written Notice to stockholders
pursuant to Section 228 of the Delaware General Corporation Law (the "DGCL").
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDER'S MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
By order of the Board of Directors,
/s/ Randall K. Fields
Randall K. Fields
Chairman of the Board
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FIELDS TECHNOLOGIES, INC.
333 Main Street #300; P.O. Box 5000
Park City, UT 84060
PRELIMINARY INFORMATION STATEMENT
AND
NOTICE OF ACTION TAKEN WITHOUT A MEETING
Dated: May 9, 2002
This Information Statement and Notice of Action Taken Without a Meeting
(collectively, the "Information Statement") is furnished by the Board of
Directors of Fields Technologies, Inc., (the "Company" or "Fields"), a Delaware
corporation, to the holders of the Company's $.01 par value common stock at
April 8, 2002 to provide information with respect to an action taken by written
consent of the holders of a majority of the outstanding shares of the Company's
Common Stock that were entitled to vote on such action. This Information
Statement also constitutes notice of action taken without a meeting as required
by Section 228 of the Delaware General Corporation Law.
The written consent approved an amendment to Fields Certificate of
Incorporation to increase the authorized number of shares of Common Stock, $.01
par value per share (the "Common Stock"), from 175,000,000 to 300,000,000 and to
increase the authorized number of shares of Preferred Stock, $.01 par value per
share (the "Preferred Stock"), from 5,000,000 to 30,000,000. Stockholders
holding a majority of the outstanding shares of our Common Stock have signed the
written consent. Therefore, all required corporate approvals of the transaction
have been obtained, subject to furnishing this notice and effective 20 days from
the date of this notice. This Information Statement is furnished solely for the
purpose of informing stockholders of this corporate action in the manner
required by Rule 14c-2(b) under the securities Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
The record date for determining stockholders entitled to receive this
Information statement has been established as of the close of business on April
10, 2002. As of the record date, we had 162,076,542 shares of Common Stock
issued and outstanding. Each share of Common Stock held of record on the record
date represents one vote for purposes of determining whether a majority of the
issued and outstanding shares have approved and adopted the foregoing actions.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
the Common Stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDER'S MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
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DISSENTERS' RIGHTS
Under the Delaware General Corporation Law ("DGCL"), the increase in
the number of shares of the Company's common stock authorized does not require
the Company to provide dissenting Stockholders with a right of appraisal and the
Company will not provide Stockholders with such a right.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS ACTED UPON
The Company is not aware of any interest that would be substantially
affected through the increase in the number of its authorized shares whether
adversely or otherwise.
VOTING SECURITIES
As of the Record Date, the Company's authorized capitalization
consisted of 175,000,000 shares of Common Stock, par value $.01 per share and
5,000,000 shares of Preferred Stock, par value $.01 per share. As of the Record
Date, there were 162,076,542 shares of Common Stock outstanding, all of which
were fully paid, non-assessable and entitled to vote. Each share of Common Stock
entitles its holder to one vote on each matter submitted to the Stockholder.
MATTERS VOTED UPON
Effective April 8, 2002, the Board of Directors of Fields approved a
proposal to amend the Company's Certificate of Incorporation to increase the
number of our authorized Common Stock shares from 175,000,000 to 300,000,000 and
to increase the number of our authorized Preferred Stock shares from 5,000,000
to 30,000,000. The holders of a majority of the outstanding shares of Common
Stock also approved these actions by written consent as of April 8, 2002. A copy
of the amendment to the Certificate of Incorporation being filed with the
Delaware Secretary of State is attached hereto as Exhibit 1.
IT WILL NOT BE NECESSARY FOR STOCKHOLDERS TO EXCHANGE THEIR
COMPANY STOCK CERTIFICATES.
The amendment to the Certificate of Incorporation will be filed on or
about May 29, 2002 after the expiration of the time period required in 14c-5 of
the Securities Exchange Act of 1934.
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APROVAL OF AMENDMENT TO OUR CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED SHARES OF COMMON STOCK
AND PREFERRED STOCK
Our company's certificate of incorporation currently authorizes the
issuance of 175,000,000 shares of common stock, par value $.01 per share, and
5,000,000 shares of preferred stock, par value $.01 per share. Our board has
unanimously adopted, subject to stockholder approval, an amendment to our
restated certificate of incorporation to increase the number of authorized
shares of our Common Stock from 175,000,000 shares to 300,000,000 shares and to
increase the number of authorized shares of our Preferred Stock from 5,000,000
to 30,000,000.
Approval of the amendment to our certificate of incorporation requires
the affirmative vote of a majority of the outstanding shares of common stock
entitled to vote on this proposal.
On April 8, 2002, the Record Date, we had 162,076,542 shares of Common
Stock issued and outstanding. On the Record Date we also had obligations to
issue an additional 12,639,499 shares of Common Stock pursuant to outstanding,
options, warrants and other commitments, and we had no shares of Preferred Stock
outstanding. On March 28, 2002, we entered into a Securities Purchase Agreement
with AW Fields Acquisition, LLC (AW) pursuant to which we will issue, subject to
the terms of the Agreement, 11,666,667 shares of our common stock to AW.
Furthermore, we will, subject to the terms of the Agreement, grant AW a warrant
to purchase an additional 11,666,667 shares of our common stock .
The purpose of increasing the number of authorized shares of Common
Stock and Preferred Stock is to provide additional authorized shares which will
be issued to fulfill current obligations, possible future financings, and for
acquisitions and such other corporate purposes as the board of Directors
determines in its discretion. These corporate purposes may include future stock
splits, stock dividends or other distributions, future financings, acquisitions
and stock options and other equity benefits under our employee benefit plans.
The increase in the number of authorized shares of Common Stock and Preferred
Stock would enable us to promptly take advantage of market conditions and the
availability of favorable opportunities without the delay and expense associated
with holding a special meeting of stockholders.
Specifically, Fields has 175,000,000 common shares authorized and
174,716,041 shares issued and outstanding and committed for issuance, leaving
238,959 shares of Common Stock 5,000,000 Shares of Preferred Stock available for
acquisitions and/or financing transactions. Fields is actively seeking to raise
funds, as previously reported, and additional shares will likely be issued if
Fields is successful in obtaining financing. As only 238,959 remaining
authorized Common Stock and 5,000,000 Preferred Stock shares are insufficient
for our current obligations and for any substantial financing transaction, the
Board of Directors sought stockholder approval to increase the authorized common
shares and preferred shares as described herein. Other than described above,
Fields has no specific plans at this time to issue additional shares of Common
Stock or Preferred Stock.
After filing the amendment, the Board of Directors is authorized to
issue any of the additional shares of Common Stock and Preferred Stock at such
times, to such persons and for such consideration as it may determine in its
discretion, except as may otherwise be required by applicable law or the rules
of any exchange on which the Common Stock and Preferred Stock may be listed. At
the present time, the Common Stock and the Preferred Stock are not listed with
any exchange. When and if they are issued, the additional shares of Common Stock
and Preferred Stock would have the same rights and privileges as the presently
outstanding shares of Common Stock and Preferred Stock.
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One result of an increase in the number of shares of authorized common
stock and preferred stock may be to help the Board of Directors discourage or
render more difficult a change in control. For example, the additional shares
could be issued to dilute the voting power of, create voting impediments for, or
otherwise frustrate the efforts of, persons seeking to effect a takeover or gain
control of Fields, whether or not the change of control is favored by a majority
of unaffiliated stockholders. Fields could also privately place shares with
purchasers who might side with the Board of Directors in opposing a hostile
takeover bid. We have not adopted this amendment with the intention of using the
additional shares for anti-takeover purposes, although we could theoretically
use the additional shares to make it more difficult or to discourage an attempt
to acquire control of our company. We are not aware of any proposed or
contemplated transaction of this type.
The issuance of any additional shares of common stock would also have
the effect of diluting the equity interests of existing stockholders and the
earnings per share of existing shares of common stock. Such dilution may be
substantial, depending upon the amount of shares issued.
The newly authorized shares of Common Stock and Preferred Stock will
have voting and other rights identical to those of the currently authorized
shares of common stock. Under our certificate of incorporation, holders of our
common stock do not preemptive rights. The amendment to increase the number of
authorized shares will have no effect on the legal rights of the holders of the
existing shares of Common Stock and Preferred Stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth as of April 10, 2002, the number and
percentage of the outstanding shares of common stock which, according to the
information supplied to Fields, were beneficially owned by (i) each person who
is currently a director of Fields, (ii) each executive officer, (iii) all
current directors and executive officers of Fields as a group and (iv) each
person who, to the knowledge of Fields is the beneficial owner of more than 5%
of the outstanding common stock. Except as otherwise indicated, the persons
named in the table have sole voting and dispositive power with respect to all
shares beneficially owned, subject to community property laws where applicable.
As of April 10, 2002 the Company had 162,076,542 shares of Common Stock
outstanding and no shares of Preferred Stock outstanding
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Name, Position, and Address Amount of Benefical Percent of
Title of Class of Beneficial Owner Ownership (1) class
------------------- ------------- -----
Common Randall K. Fields,
President, CEO and Chairman
of the Board, Park City, Utah 107,736,000 (2) 66.47%
Common Edward C. Dmytryk, Director,
Ocala, Florida 126,660 *
Common Thomas W. Wilson Jr.,
Director, Westport,
Connecticut 4,000,000 (3) 2.47%
Common Bernard F. Brennan,
Director, Ponte Vedra Beach,
Florida 4,666,667 (4) 2.88%
Common William R. Jones, Director
Cumming, Georgia 33,300 *
Barbara J. Ray, CFO and
Secretary, Salt Lake City,
Utah 0 *
Executive Officers &
Directors as a Group (6
persons) 116,562,627 71.92%
----------------------
*Less than 1%
(1) Beneficial ownership is determined in accordance with SEC rules and
generally includes holding voting and investment power with respect
to the securities. Shares of Common Stock subject to options or
warrants currently exercisable, or exercisable within 60 days, are
deemed outstanding for computing the percentage of the total number
of shares beneficially owned by the designated person, but not deemd
outstanding for computing the percentage of any other person.
(2) Includes 87,923,100 shares of common stock owned by Riverview
Financial Corp. that is owned 100% by Randall K. Fields, and it
includes fully vested options to purchase 2,000,000 shares of common
stock.
(3) Includes fully vested options to purchase 2,333,333 shares of common
stock, and it includes 666,667 shares of common stock that were
fully paid for through a March 2002 Private Placement but have not
been issued as of April 10, 2002.
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(4) Includes fully vested options to purchase 2,666,667 shares of common
stock, and it includes 666,667 shares of common stock that were
fully paid for through a March 2002 Private Placement but have not
been issued as of April 10, 2002.
ADDITIONAL AND AVAILABLE INFORMATION
The Company is subject to the informational filing requirements of the
Exchange Act and, in accordance therewith, is required to file periodic reports,
proxy statements and other information with the SEC relating to its business,
financial condition and other matters. Such reports, proxy statements and other
information can be inspected and copied at the public reference facility
maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549. Information regarding the public reference facilities may be obtained
from the SEC by telephoning 1-800-SEC-0330. The Company's filings are also
available to the public on the SEC's website (http://www.sec.gov). Copies of
such materials may also be obtained by mail from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
STATEMENT OF ADDITIONAL INFORMATION
The Company's Quarterly Report on Form 10-K for the year ended June 30,
2001 and Form 10-QSB, for the quarter ended December 31, 2001, has been
incorporated herein by this reference.
The Company's Current Report on Form 8-K, dated April 9, 2002, has been
incorporated herein by this reference.
The Company will provide without charge to each person, including any
beneficial owner of such person, to whom a copy of this Information Statement
has been delivered, on written or oral request, a copy of any and all of the
documents referred to above that have been or may be incorporated by reference
herein other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference herein).
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Information
Statement shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Information
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Information Statement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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COMPANY CONTACT INFORMATION
All inquiries regarding the Company should be addressed to the
Company's principal executive offices:
Fields Technologies, Inc.
P.O. Box 5000; 333 Main Street #300
Park City, UT 84060
(435) 649-2221
By order of the Board of Directors:
/s/ Randall K. Fields
President and Chief Executive Officer
EXHIBITS
1) Certificate of Amendment to Articles of Incorporation
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FIELDS TECHNOLOGIES, INC.
Under Section 242
of the
Delaware General Corporation Law
I, the President and a Director of Fields Technologies, Inc.,
a corporation existing under the laws of the state of Delaware, do hereby
certify as follows:
First: That the name of the corporation is Fields
Technologies, Inc.
Second: That the certificate of incorporation of the
corporation was filed with the Delaware Secretary of State on December 8, 1964.
Third: That at a meeting of the board of directors of the
corporation, resolutions were adopted setting forth a proposed amendment to the
certificate of incorporation of said corporation, declaring said amendments to
the certificate of incorporation to be advisable and requesting the consent of
the stockholders of said corporation for consideration thereof. The resolutions
setting forth the proposed amendments are as follows:
RESOLVED that the Certificate of Incorporation of the
Corporation is hereby amended by striking out Article IV thereof and by
substituting for said Article the following new Article IV:
AMENDMENT
ARTICLE FOURTH
"The authorized capital of the corporation shall be divided into shares
of capital stock as follows:
1. The total number of shares of common stock that the
Corporation shall have authority to issue is 300,000,000 and
the par value of each share is $0.01.
2. The total number of shares of preferred stock that the
Corporation shall have authority to issue is 30,000,000 and
the par value of each share is $0.01, the attributes of which
shall be determined from time to time by resolution of the
Board of Directors prior to issuance, in conformity with the
requirement of Sec. 151 of the Delaware General Corporation
Law.
Fourth: That thereafter, pursuant to resolutions of the board
of directors, stockholders holding not less than the necessary number of shares
as required by statute consented in writing to the amendments in accordance with
Section 228 of the General Corporation Law.
Fifth: That said amendments to the certificate of
incorporation were duly adopted in accordance with Section 242 of the General
Corporation Law of the state of Delaware by written consent of the holders of a
majority of all outstanding shares that would have been entitled to vote if such
action was taken at a meeting of stockholders.
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Sixth: That the capital of the corporation shall not be
reduced under or by reason of said amendments.
IN WITNESS WHEREOF, the undersigned affirms, under penalty of
perjury, that the foregoing instrument is the act and deed of the corporation
and that the facts stated therein are true.
Dated April ______________ , 2002
By: /s/ Randall K. Fields
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Randall K. Fields,
CEO, President
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