Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
Check
the
appropriate box:
|
x
|
Preliminary
Information Statement
|
|
o
|
Confidential,
for use of the Commission only (as permitted by Rule 14c-5
(d)(2))
|
|
o
|
Definitive
Information Statement
|
(Name
of
Registrant as specified in Its Charter)
Payment
of filing fee (check the appropriate box):
|
x
|
|
|
|
|
|
o
|
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: |
o
Fee paid
previously with preliminary materials.
o
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.:
|
Aftersoft
Group, Inc.
Savannah
House
11-12
Charles II Street
London
SW14 YAU
United
Kingdom
Tel:
011
44
207 451
2468 Fax:
011 44 207 451 2469
NOTICE
OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF
HOLDERS
OFA MAJORITY OF THE VOTING POWER OF OUR OUTSTANDING COMMON STOCK
IN
LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS, DATED JANUARY 16,
2007
To
Our
Stockholders:
NOTICE
IS
HEREBY GIVEN to the holders of record at the close of business on February___,
2007 (the “Notice Record Date”) to inform our stockholders that our board of
directors has recommended, and that the holders of a majority of the voting
power of our outstanding common stock voted on January 16, 2007 to approve
amendment of the Company’s Certificate of Incorporation to increase the
authorized number of shares of the Company’s common stock, $0.0001 par value
(the “Common Stock”), from 100,000,000 shares to 150,000,000 shares. (The text
of the Amended Certificate of Incorporation of Aftersoft Group, Inc. (the
“Company”) is attached hereto as Exhibit
A.)
Therefore,
following the expiration of the twenty-day (20) period required by Rule 14c
and
the provisions of Title 8 of the Delaware General Corporation Law, the Company
will file a Certificate of Amendment to the Certificate of Incorporation (the
“Certificate of Amendment”) to give effect to the amendment. We will not file
the Certificate of Amendment until at least twenty (20) days after the filing
and mailing of this Information Statement to our stockholders. The Certificate
of Amendment to the Certificate of Incorporation will become effective when
it
is filed with the Delaware Secretary of State. We anticipate that such filing
will occur on or after twenty (20) days after this Information Statement is
first mailed to our stockholders.
The
purpose of increasing the authorized capital from 100,000,000 shares of Common
Stock to 150,000,000 shares is to provide us with the necessary flexibility
to
implement any future corporate plans. We hope to develop plans and agreements
to
undertake and complete within the next two to three months to raise funds
through the private placement of an as-yet undetermined amount of as-yet
undetermined securities at an as-yet undetermined price. Otherwise, the Company
has no current plans, proposals, or arrangements to issue additional shares
of
Common Stock.
As
of the
Notice Record Date, 79,821,167 shares of Common Stock were issued and
outstanding. Each share of Common Stock entitles the holder to one vote on
all
matters brought before the common stockholders. The holders of a majority of
the
voting power of our outstanding Common Stock voted for the approval of the
Certificate of Amendment.
The
entire cost of furnishing this Information Statement will be borne by the
Company. We will request brokerage houses, nominees, custodians, fiduciaries
and
other like parties to forward this Information Statement to the beneficial
owners of the Common Stock held of record by them.
This
Is Not A Notice Of A Special Meeting Of Stockholders And No Stockholder Meeting
Will Be Held To Consider Any Matter Which Will Be Described
Herein.
We
Are Not Asking You For A Proxy And You Are Requested Not To Send Us A
Proxy.
The
date
of this Information Statement is February [ ], 2007. It will be mailed on or
about [ ], 2007.
By
order
of the Board of Directors:
| |
/s/
|
Ian
Warwick
|
|
| |
|
Ian
Warwick |
| |
|
Chairman
& Chief Executive Officer |
Aftersoft
Group, Inc.
Savannah
House
11-12
Charles II Street
London
SW14 YAU
United
Kingdom
Tel
: 011
44
207 451
2468 Fax
: 011 44 207 451 2469
PRELIMINARY
INFORMATION STATEMENT
PURSUANT
TO SECTION 14
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
REGULATION 14C AND SCHEDULE 14C THEREUNDER
THE
ACTIONS DESCRIBED BELOW HAVE ALREADY BEEN APPROVED BY WRITTEN CONSENT OF HOLDERS
OF
A MAJORITY OF THE VOTING POWER OF OUR OUTSTANDING COMMON STOCK.
A
VOTE OF THE REMAINING STOCKHOLDERS IS NOT NECESSARY.
February____,
2007
This
Information Statement is furnished to the holders of record at the close of
business on February___, 2007 (the “Notice Record Date”) to inform our
stockholders that our board of directors has recommended, and that the holders
of a majority of the voting power of our outstanding common stock voted on
January 16, 2007 to approve an amendment of the Company’s Certificate of
Incorporation to increase the authorized number of shares of the common stock
of
the Company, $0.0001 par value (the “Common Stock”), from 100,000,000 shares to
150,000,000 shares. (The text of the Certificate of Amendment of the Certificate
of Incorporation of Aftersoft Group, Inc. (the “Company”) is attached hereto as
Exhibit
A).
This
Information Statement will be sent on or about February____, 2007, to our
stockholders of record who did not sign the majority written consent described
in this Information Statement. This Information Statement will serve as written
notice to stockholders pursuant to Section 228 of the Delaware General
Corporation Law.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING
WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED
HEREIN.
FORWARD-LOOKING
STATEMENTS
This
Information Statement includes forward-looking statements including statements
regarding our intent to solicit approval of an increase in the authorized number
of shares of our common stock, the timing of such proposed increase and the
potential benefits of such increase. The words “believe,” “expect,” “will,”
“may” and similar phrases are intended to identify such forward-looking
statements. Such statements reflect our current views and assumptions, and
are
subject to various risks and uncertainties that could cause actual results
to
differ materially from expectations.
BOARD
AND STOCKHOLDER APPROVALS
Board
Approval
The
board
of directors of the Company unanimously approved the Certificate of Amendment
of
the Certificate of Incorporation (the “Certificate of Amendment”).
None
of
our officers, directors or any of their respective affiliates has any interest
in the matter to be acted upon, as set forth in this information
statement.
Stockholder
Approval
The
holders of a majority of the voting power of our outstanding common stock voted
for the approval of the Certificate of Amendment. No consideration was paid
for
the consent.
As
a
result of requirements under applicable federal securities and state law, the
stockholder consent will not be effective, and therefore the filing of the
Certificate of Amendment cannot occur, until at least 20 calendar days after
this Information Statement is sent or given to our stockholders of record as
of
the Notice Record Date.
Distributions
and Costs
We
will
pay all costs associated with the distribution of this Information Statement,
including the costs of printing and mailing. We will only deliver one
Information Statement to multiple security holders sharing an address, unless
we
have received contrary instructions from one or more of the security holders.
Also, we will promptly deliver a separate copy of this Information Statement
and
future stockholder communication documents to any security holder at a shared
address to which a single copy of this Information Statement was delivered,
or
deliver a single copy of this Information Statement and future stockholder
communication documents to any security holder or holders sharing an address
to
which multiple copies are now delivered, upon written request to us at our
address noted above. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to
the
beneficial owners of our Common Stock held of record by them.
Security
holders may also address future requests regarding delivery of information
statements and annual reports by contacting us at our address noted
above.
No
Dissenters’ Rights
There
is
no provision in the Delaware General Corporation law, nor in our Certificate
of
Incorporation, as amended, or Bylaws, providing our stockholders with
dissenters’ rights of appraisal to demand payment in cash for their shares of
Common Stock in connection with the implementation of any of the actions
described in this Information Statement.
DESCRIPTION
OF CAPITAL STOCK
Common
Stock
The
Company has 100,000,000 shares of Common Stock authorized with a par value
of
$0.0001 per share. As of the Notice Record Date, 79,821,167 shares of Common
Stock were issued and outstanding. Each holder of the Common Stock is entitled
to one vote for each share held of record on all matters submitted to the vote
of stockholders, including the election of directors. All voting is
non-cumulative, which means that the holder of fifty percent (50%) of the shares
voting for the election of the directors can elect all the directors.
Holders
of the Common Stock have no preemptive rights to acquire or subscribe to any
of
the additional shares of Common Stock.
The
holders of Common Stock are entitled to receive pro rata dividends, when and
as
declared by the board of directors in its discretion, out of funds legally
available therefore.
Preferred
Stock
The
Company has 10,000,000 shares of Preferred Stock with a par value of $0.0001
per
share authorized, of which no shares are issued and outstanding. The board
of
directors has sole discretion in designating the preferences, limitations and
relative rights of the Preferred Stock.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON
Except
as
disclosed elsewhere in this Information Statement, since June 30, 2006, being
the commencement of our last completed fiscal year, none of the following
persons has any substantial interest, direct or indirect, by security holdings
or otherwise in any matter to be acted upon:
| |
1.
|
any
director or officer of our Company;
|
| |
2.
|
any
proposed nominee for election as a director of our Company;
and
|
| |
3.
|
any
associate or affiliate of any of the foregoing
persons.
|
The
shareholdings of our directors and officers are listed below in the section
entitled “Security Ownership of Certain Beneficial Owners and Management.” To
our knowledge, no director has advised that he intends to oppose the Certificate
of Amendment, as more particularly described herein.
SECURITY
OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following tables set forth certain information regarding the beneficial
ownership of the Common Stock as of February 6, 2007 by (a) each stockholder
who
is known by the Company to own beneficially 5% or more of the outstanding Common
Stock; (b) all directors; (c) (i) the Company’s chief executive officer, and
(ii) the Company’s only highly compensated executive officer other than the
chief executive officer who was serving as an executive officer of the Company
at the end of the Company’s last completed fiscal year; and (d) all executive
officers and directors as a group. Except as otherwise indicated, all persons
listed below have (i) sole voting power and investment power with respect to
their shares of Common Stock, except to the extent that authority is shared
by
spouses under applicable law, and (ii) record and beneficial ownership with
respect to their shares of Common Stock. The percentage of beneficial ownership
is based upon 79,821,167
shares
of Common Stock outstanding as of February 6, 2007. Unless otherwise identified,
the address of the directors and officers of the Company listed above is c/o
Aftersoft Group, Inc., Savannah House, 11-12 Charles II Street, London UK SW1Y
4QU.
|
Name
and address of beneficial owner
|
Amount
and Nature of Beneficial Ownership
|
Percent
of class of Common Stock(1)
|
|
Auto
Data Network, Inc.
712
Fifth Avenue 19th Floor
New
York, NY 10019
|
71,250,000
|
89.25%
|
| |
|
|
|
Ian
Warwick (2)
Chief
Executive Officer
and
Chairman
|
0
|
0%
|
| |
|
|
|
Michael
Jamieson
Chief
Operating Officer and
Director
of the Company and
Chief
Executive Officer of
MAM
Software Ltd.
|
0
|
0%
|
| |
|
|
|
Michael
O’Driscoll
Chief
Financial Officer and
Director
|
0
|
0%
|
| |
|
|
|
Executive
Officers and Directors
as
a group (4 persons)
|
0
|
0%
|
(1)
Based
on a total of 79,821,167 shares of Common Stock outstanding. In accordance
with
SEC rules, each person's percentage interest is calculated by dividing the
number of shares that person beneficially owns by the sum of (a) the total
number of shares outstanding on February 6, 2007 plus (b) the number of shares
such person has the right to acquire within sixty (60) days of February 6,
2007.
(2)
Mr.
Warwick, as the Chief Executive Officer of ADN, has power to vote and dispose
of
Common Stock owned by ADN. Mr. Warwick disclaims beneficial ownership of the
71,250,000 shares of Common Stock held by ADN.
AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
On
January 16, 2007, the holders of the majority of the voting power of our
outstanding Common Stock approved an amendment to the Company’s Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
100,000,000 to 150,000,000. As of the Notice Record Date, the Company had
79,821,167 shares of Common Stock and no shares of Preferred Stock issued and
outstanding. The Board believes that the increase in authorized common shares
would provide the Company greater flexibility with respect to the Company’s
capital structure for such purposes as additional equity financing, and
stock-based acquisitions.
Increase
In Authorized Common Stock
The
terms
of the additional shares of Common Stock will be identical to those of the
currently outstanding shares of Common Stock. However, because holders of Common
Stock have no preemptive rights to purchase or subscribe for any unissued stock
of the Company, the issuance of additional shares of Common Stock will reduce
the current stockholders’ percentage ownership interest in the total outstanding
shares of Common Stock. This amendment and the creation of additional shares
of
authorized Common Stock will not alter the current number of issued shares.
The
relative rights and limitations of the shares of Common Stock will remain
unchanged under this amendment.
The
increase in the number of authorized but unissued shares would enable the
Company, without further stockholder approval, to issue shares from time to
time
as may be required for proper business purposes, such as raising additional
capital for ongoing operations, business and asset acquisitions, stock splits
and dividends, present and future employee benefit programs and other corporate
purposes.
The
proposed increase in the authorized number of shares of Common Stock could
have
a number of effects on the Company’s stockholders depending upon the exact
nature and circumstances of any actual issuances of authorized but unissued
shares. The increase could have an anti-takeover effect, in that additional
shares could be issued (within the limits imposed by applicable law) in one
or
more transactions that could make a change in control or takeover of the Company
more difficult. For example, additional shares could be issued by the Company
so
as to dilute the stock ownership or voting rights of persons seeking to obtain
control of the Company, even if the persons seeking to obtain control of the
Company offer an above-market premium that is favored by a majority of the
independent stockholders. Similarly, the issuance of additional shares to
certain persons allied with the Company’s management could have the effect of
making it more difficult to remove the Company’s current management by diluting
the stock ownership or voting rights of persons seeking to cause such removal.
The Company does not have any other provisions in its certificate or
incorporation, by-laws, employment agreements, credit agreements or any other
documents that have material anti-takeover consequences. Additionally, the
Company has no plans or proposals to adopt other provisions or enter into other
arrangements, except as disclosed below, that may have material anti-takeover
consequences. The board of directors is not aware of any attempt, or
contemplated attempt, to acquire control of the Company, and this proposal
is
not being presented with the intent that it be utilized as a type of
anti-takeover device.
The
purpose of increasing the authorized capital from 100,000,000 shares of common
stock to 150,000,000 shares is to provide the Company with the necessary
flexibility to implement any future corporate plans. The Company hopes to
develop plans and agreements to undertake and complete within the next two
to
three months to raise funds through the private placement of an as-yet
undetermined amount of as-yet undetermined securities at an as-yet undetermined
price. Otherwise, the Company has no current plans, proposals, or arrangements
to issue additional common shares.
The
proposed form of Certificate of Amendment is attached as Exhibit
A
hereto.
WHERE
YOU CAN FIND MORE INFORMATION ABOUT US
Aftersoft
Group, Inc. is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance therewith files reports and other
information with the Securities and Exchange Commission. Such reports and other
information may be inspected without charge at the public reference facilities
maintained by the SEC in 100 F Street, N.E., Washington, D.C. 20549. Information
regarding the operation of the public reference rooms may be obtained by calling
the SEC at 1-800-SEC-0330. In addition, the SEC maintains a web site at
http://www.sec.gov that contains periodic reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC.
| |
|
|
| |
AFTERSOFT
GROUP,
INC. |
|
|
|
| Dated:
February 7, 2007 |
By: |
/s/ Ian
Warwick |
| |
Ian
Warwick, |
| |
Chairman
& Chief Executive Officer |
EXHIBIT
A
STATE
of
DELAWARE
CERTIFICATE
of
AMENDMENT of
CERTIFICATE
of
INCORPORATION
Ian
Warwick certifies that:
FIRST:
He is
the duly elected and acting as Chairman and Chief Executive Officer of Aftersoft
Group, Inc., a corporation organized under the General Corporation Law of the
of
the State of Delaware (the “Corporation”).
SECOND:
That at
a meeting of the Board of Directors of the Corporation resolutions were duly
adopted in accordance with Sections 141 and 242 of the Delaware General
Corporation Law setting forth a proposed amendment of the Amended Certificate
of
Incorporation of said Corporation, declaring said amendment to be advisable
and
calling a meeting of the stockholders of said Corporation for consideration
thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED,
that
the Amended and Restated Certificate of Incorporation of this corporation be
amended by changing the Article “FOURTH” thereof so that, as amended, said
Article shall be and read as follow:
“FOURTH:
The
total number of shares of stock which the corporation is authorized to issue
is
160,000,000 shares, of which 150,000,000 shall be shares of common stock, par
value $0.0001 per share (the “Common Stock”) and 10,000,000 shares shall be
shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).
The shares of Common Stock and Preferred Stock may be issued by the Corporation
from time to time as approved by the board of directors of the Corporation
without the approval of the stockholders, except as otherwise provided by
applicable law. The powers, designations, preferences and relative,
participating, optional and other rights of the Preferred Stock shall be
provided for in a resolution or resolutions adopted by the board of directors
of
the corporation and set forth in a certificate of designations executed,
acknowledged and filed as provided in Section 151(g) of the General Corporation
Law of the State of Delaware, amending this Article Fourth.”
THIRD:
That
thereafter, pursuant to resolution of its Board of Directors, the foregoing
amendment of the Amended and Restated Certificate of Incorporation of the
Corporation was duly adopted by a written consent of stockholders holding a
majority of the outstanding capital stock of the Company dated January 16,
2007,
in lieu of a special meeting of the stockholders in accordance with the
provisions of Sections 211, 228 and 242 of the General Corporation Law of the
of
the State of Delaware.
FOURTH:
That the
Certificate of Amendment of the Certificate of Incorporation shall be effective
as of February __, 2007.
IN
WITNESS WHEREOF, said
Corporation has caused this Certificate of Amendment of Amended and Restated
Certificate of Incorporation of the Corporation to be signed by signed by the
undersigned, Ian Warwick, an Authorized Officer, and the undersigned has
executed this certificate and affirms the forgoing as true and under penalty
of
perjury this ___ day of February, 2007.
| |
|
|
| |
By:
|
|
| |
|
Ian
Warwick
|
| |
|
Chief
Executive Officer
|