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 (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
EVOLVE ONE, INC.
(Name of Registrant As Specified in 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
0-11.
(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 (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:
[ ] 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:
EVOLVE ONE, INC.
TO OUR STOCKHOLDERS:
This information statement is being provided to the stockholders of
Evolve One, Inc. Our Board of Directors approved, and recommended the approval
by our stockholders, of a reverse split of our common stock, par value $.00001
per share ("Common Stock"), in the amount of 1 share for up to 250 shares. Our
stockholders holding a majority of our issued and outstanding shares of Common
Stock on [Record Date] , 2002, approved the reverse stock split of 1 share for
up to 250 shares of our Common Stock by written consent.
As a matter of regulatory compliance we are sending you this Information
Statement which describes the purpose and provisions of the contemplated reverse
split of our Common Stock.
For the Board of Directors of
EVOLVE ONE, INC.
/s/ Gary Schultheis
Gary Schultheis, President
EVOLVE ONE, INC.
6413 Congress Avenue, Suite 240
Boca Raton, FL 33487
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the stockholders of
Evolve One, Inc., a Delaware corporation, in connection with the adoption of an
amendment to the Company's Certificate of Incorporation (the "Amendment") by the
written consent of the holders of a majority in interest of the Company's voting
capital stock ("Voting Capital Stock") consisting of the Company's outstanding
Common Stock ("Common Stock"). The purpose of adoption of the Amendment is to
effect a reverse stock split of the Company's outstanding Common Stock in the
amount of 1 share for up to 250 shares (the "Reverse Stock Split"). The
Company's Board of Directors, on [prior to Record Date], 2002, approved the form
of Amendment and recommended by written consent that the Amendment be approved
by our stockholders. Our stockholders holding a majority of our issued and
outstanding shares of Common Stock approved the form of Amendment by written
consent dated [Record Date], 2002. The approved form of Amendment, a copy of
which is attached hereto as Exhibit A, will become effective when filed with the
Secretary of State of the State of Delaware. The Company anticipates that the
filing of the Amendment will occur on or about ___________, 2002, at least 20
days after the date the this Information Statement is first mailed to our
stockholders (the "Effective Date"). If the proposed Amendment had not been
adopted by written consent, it would have had to be considered by the Company's
stockholders at a special stockholders' meeting convened for the specific
purpose of approving the Amendment.
The elimination of the need for a special meeting of stockholders to
approve the Amendment is made possible by Section 228 of the Delaware General
Corporation Law (the "Delaware Law") which provides that the written consent of
the holders of outstanding shares of voting capital stock, having not less than
the minimum number of votes which would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted, may be substituted for such a special meeting. Pursuant to Section
242 of the Delaware Law, the Amendment was required to be approved by the a
majority of our stockholders. In order to eliminate the costs and management
time involved in holding a special meeting, our Board of Directors voted to
utilize the written consent of the holders of a majority in interest of our
Common Stock.
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Mr. Gary Schultheis, a director and the President of the Company, and
Mr. Herbert Tabin, a director of the Company, who own in the aggregate
505,488,000 shares of our Common Stock representing approximately 64.89% of our
outstanding Common Stock, have given their written consent to the adoption of
the Amendment described in this Information Statement. A copy of the Amendment
effectuating the Reverse Stock Split is set forth as Exhibit A to this
Information Statement.
We propose to first send this Information Statement to our stockholders
on or about [after Record Date] , 2002. The record date established by us for
purposes of determining (i) our stockholders entitled to consent to the adoption
of the Amendment, (ii) the number of outstanding shares of our Common Stock, and
(iii) our stockholders entitled to receive this Information Statement, was
[after Board consent], 2002 (the "Record Date").
Pursuant to Delaware Law, we are required to provide prompt notice of
the taking of the corporate action without a meeting to the stockholders of
record who have not consented in writing to such action. Inasmuch as we will
have provided this Information Statement to our stockholders of record on the
Record Date, no additional action will be undertaken pursuant to such written
consents, and no dissenters' rights under Delaware Law are afforded to our
stockholders as a result of the adoption of the Amendment.
EXECUTIVE OFFICES
Our principal executive offices are located at 6413 Congress Avenue,
Suite 240, Boca Raton, FL 33487. Our telephone number is (561) 988-0819.
OUTSTANDING VOTING STOCK OF EVOLVE ONE, INC.
As of the Record Date, there were 778,988,189 shares of our Common Stock
outstanding. The Common Stock constitutes the sole class of our voting
securities. Each share of Common Stock entitles the holder thereof to one vote
on all matters submitted to stockholders. The following table sets forth Common
Stock ownership information as of the Record Date with respect to (i) each
person known to us to be the beneficial owner of more than 5% of our Common
Stock; (ii) each of our directors; (iii) each person intending to file a written
consent to the adoption of the Plan described herein; and (iv) all of our
directors, executive officers and designated stockholders as a group. This
information as to beneficial ownership was furnished to us by or on behalf of
the persons named. Unless otherwise indicated, the business address of each
person listed is 6413 Congress Avenue, Suite 240, Boca Raton, FL 33487.
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Shares Beneficially
Name of Owned
Beneficial Owner Number Percent
---------------- ------ -------
Gary Schultheis (1) 252,774,000 32.45%
Herbert Tabin (2) 252,714,000 32.44%
All officers and directors
as a group (three persons) 505,488,000 64.89%
(1) Mr. Schultheis is a Director and the President.
(2) Mr. Tabin is a Director
AMENDMENT TO CERTIFICATE TO EFFECT UP TO A
1 FOR 250 REVERSE STOCK SPLIT
On _______________, 2002, our Board of Directors voted unanimously to
authorize and recommend that our stockholders approve a proposal to effect the
Reverse Stock Split by adopting the Amendment. Pursuant to the Reverse Stock
Split, assuming a 1 for 250 Reverse Stock Split is confirmed by our Board of
Directors, each 250 of the outstanding shares of our Common Stock on the date of
the Reverse Stock Split (the "Old Shares") will be automatically converted into
1 share of our Common Stock (the "New Shares"). In the event a lesser multiple
Reverse Stock Split is confirmed by our Board of Directors, the number of shares
will be correspondingly adjusted. The Reverse Stock Split will not alter the
number of shares of our Common Stock we are authorized to issue, but will simply
reduce the number of shares of our Common Stock issued and outstanding. We have
no current plans to issue any of the authorized but unissued shares of our
common stock created by the Reverse Stock Split. The Reverse Stock Split will
become effective upon filing of the Amendment with the Delaware Secretary of
State, but our Board of Directors reserves the right not to make such filing if
it deems it appropriate not to do so, or to adopt a Reverse Stock Split
involving a lesser multiple.
Purpose and Effect of Proposed Reverse Stock Split
The Board believes the Reverse Stock Split is desirable because by
reducing the number of shares of our Common Stock issued and outstanding it will
raise the trading price of our Common Stock. Our Board believes that the higher
share price which should initially result from the Reverse Stock Split could
help generate interest in us among investors and thereby assist us in raising
future capital to fund our operations.
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The effect of the Reverse Stock Split upon the market price for our
Common Stock cannot be predicted. There can be no assurance that the market
price per New Share of our Common Stock after the Reverse Stock Split will rise
in proportion to the reduction in the number of Old Shares of our Common Stock
outstanding resulting from the Reverse Stock Split. The market price of our
Common Stock may also be based on our performance and other factors, some of
which may be unrelated to the number of shares outstanding.
The Reverse Stock Split will effect all of our stockholders uniformly
and will not affect any stockholder's percentage ownership interests in us or
proportionate voting power, except to the extent that the Reverse Stock Split
results in any of our stockholders owning a fractional share. In lieu of issuing
fractional shares, we will issue any stockholder who otherwise would have been
entitled to receive a fractional share as a result of the Reverse Stock Split
one share of our Common Stock. The Reverse Stock Split may result in certain of
our stockholders owning "odd lots" (i.e. a number of shares of our common stock
not divisible by 250). Stockholders owning "odd lots" may experience difficulty
selling their shares in the open market.
The Reverse Stock Split will have the following effects upon the number
of shares of our Common Stock outstanding and the number of authorized and
unissued shares of our Common Stock:
* The number of shares owned by each holder of Common Stock will
be reduced by a ratio to be determined by our Board of
Directors, but not more than 250 to 1;
* The number of shares of Common Stock we are authorized to issue
will remain the same;
* The per share loss and net book value of our Common Stock will
be increased because there will be fewer shares of our Common
Stock outstanding;
* The par value of the Common Stock will remain $.00001 per share;
* The stated capital on our balance sheet attributable to the
Common Stock will be reduced to not less than 1/250 of its
present amount, depending on the Reverse Stock Split ratio
agreed upon by our Board of Directors, and the additional
paid-in capital account will be credited with the amount by
which the stated capital is reduced; and
o All outstanding options entitling the holders thereof to
purchase shares of Common Stock will enable such holders to
purchase, upon exercise of their options, not less than 1/250 of
the number of shares of Common Stock which such holders would
have been able to purchase upon exercise of their options
immediately preceding the Reverse Stock Split, depending on the
Reverse Stock Split ratio agreed upon by our Board of Directors,
at the same aggregate price required to be paid therefor upon
exercise thereof immediately preceding the Reverse Stock Split.
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Manner of Effecting the Reverse Stock Split and Exchange Stock Certificates
The Reverse Stock Split will be effected by the filing of a Certificate
of Amendment to our Certificate of Incorporation with the Secretary of the State
of Delaware. The Reverse Stock Split will become effective on the Effective
Date. As soon as practicable after the Effective Date, we will send a letter of
transmittal to each holder of record of Old Shares outstanding on the Effective
Date. The letter of transmittal will contain instructions for the surrender of
certificates representing the Old Shares. Upon proper completion and execution
of the letter of transmittal and return thereof, together with certificates
representing the Old Shares, a stockholder will be entitled to receive a
certificate representing the number of the New Shares into which his Old Shares
have been reclassified as a result of the Reverse Stock Split. Stockholders
should not submit any certificates until requested to do so. No new certificate
will be issued to a stockholder until such stockholder has surrendered his
outstanding certificates together with the properly completed and executed
letter of transmittal. Until so surrendered, each outstanding certificate
representing the Old Shares will be deemed for all corporate purposes after the
Effective Date to evidence ownership of the New Shares in the appropriately
reduced number.
No Rights of Appraisal
Under the laws of the State of Delaware, our dissenting stockholders are
not entitled to appraisal rights with respect to our proposed Amendment to
effect the Reverse Stock Split, and we will not independently provide our
stockholders with any such right.
Certain Federal Income Tax Consequences
We believe that the federal income tax consequences of the Reverse Stock
Split to holders of Old Shares and holders of New Shares will be as follows:
* No gain or loss will be recognized by a stockholder on the
surrender of the Old Shares or receipt of a certificate
representing New Shares.
* The aggregate tax basis of the New Shares will equal the
aggregate tax basis of the Old Shares exchanged therefor.
* The holding period of the New Shares will include the holding
period of the Old Shares if such Old Shares were held as capital
assets.
* The conversion of the Old Shares into the New Shares will
produce no gain or loss to us.
Notwithstanding the foregoing, the federal income tax consequences of
the receipt of an additional share in lieu of a fractional interest is not clear
but may result in tax liabilities which should not be material in amount in view
of the low value of the fractional interest.
Our beliefs regarding, the tax consequence of the Reverse Stock Split
are not binding upon the Internal Revenue Service or the courts, and there can
be no assurance that the Internal Revenue Service or the courts will accept the
positions expressed above.
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This summary does not purport to be complete and does not address the
tax consequences to holders that are subject to special tax rules, such as
banks, insurance companies, regulated investment companies, personal holding
companies, foreign entities, nonresident foreign individuals, broker-dealers and
tax exempt entities.
The state and local tax consequences of the Reverse Stock Split may vary
significantly as to each stockholder, depending upon the state in which he or
she resides.
The foregoing summary is included for general information only.
Accordingly, stockholders are urged to consult their own tax advisors with
respect to the Federal, State and local tax consequences of the Reverse Stock
Split.
BY ORDER OF THE BOARD OF DIRECTORS
Gary Schultheis, President
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EXHIBIT A
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
EVOLVE ONE, INC.
Evolve One, Inc., a corporation organized and existing under the
Delaware Business Corporation Laws (the "Corporation"), and in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware (the "DGCL"),
DOES HEREBY CERTIFY:
FIRST: That Article IV of the Corporation's Certificate of
Incorporation, as amended, is hereby deleted in its entirety and replaced with
the following:
"The aggregate number of shares which the Corporation shall have
the authority to issue is 1,000,000,000 shares of common stock having a
par value of $.00001 per share and 10,000,000 shares of cumulative
convertible preferred stock having a par value of $.0001 per share.
Effective as of the effective date of this Certificate of
Amendment, each _____ shares of common stock, $.00001 par value per
share, outstanding as of __________, 2002 (the "Old Common Stock"), will
be changed into one (1) fully paid and non-assessable share of common
stock, $.00001 par value per share (the "New Common Stock"). Each
certificate that represented shares of Old Common Stock shall after
__________, 2002 represent the number of shares of New Common Stock into
which the shares of Old Common Stock represented by such certificate
were reclassified and converted into hereby; provided, however, that
each person holding of record a certificate or certificates that
represented shares of Old Common Stock shall receive, upon surrender of
said certificate or certificates, a new certificate or certificates, as
the case may be, evidencing and representing the number of shares of New
Common Stock to which such person is entitled pursuant to this
Certificate of Amendment. Each fractional share resulting from the
foregoing reverse stock split shall be rounded up and converted into the
right to receive one (1) share of New Common Stock."
SECOND: The foregoing Certificate of Amendment to the Certificate of
Incorporation was adopted pursuant to Section 141(f) of the DCL by the Board of
Directors of the Corporation by written consent dated __________, 2002, and was
adopted pursuant to Section 228 of the DCL by the holders of a majority of its
issued and outstanding shares of common stock by written consent of such
stockholders dated __________, 2002. Therefore, the number of votes cast was
sufficient for approval.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to the Certificate of Incorporation to be executed by its duly
authorized officer.
Signed, this _______________, 2002.
--------------------------------
Gary Schultheis, President