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
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
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
Immediatek, Inc.
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(Name of Registrant as Specified in its Charter)
(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 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 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 fee 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:
January 10, 2003
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Immediatek, Inc.
2435 N. Central Expressway Suite 1200
Richardson, TX 75080
Phone: (214) 712-7336 Fax: (214)
INFORMATION STATEMENT
AND NOTICE OF ACTIONS TAKEN
BY WRITTEN CONSENT OF THE MAJORITY STOCKHOLDERS
General Information
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This information is being provided to the shareholders of Immediatek, Inc.
(the "Company"), in connection with our prior receipt of approval by written
consent, in lieu of a special meeting, of the holders of a majority of our
common stock authorizing a twenty-five for one reverse stock split (the "Stock
Split"). The shareholders holding shares representing 95.0% of the votes
entitled to be cast at a meeting of the Company's shareholders, consented in
writing to the proposed actions. The approval by the shareholders will not
become effective until 20 days from the date of mailing of this Information
Statement to our shareholders.
The Company's Board of Directors approved this action on January 9,
2003, and recommended to effectuate the twenty-five for one (25:1) reverse
split of the outstanding Common Stock.
The elimination of the need for a special meeting of the shareholders to
approve the Amendment is authorized by Section 78.320 of the Nevada Revised
Statutes, (the "Nevada Law"). This Section provides that the written consent
of the holders of outstanding shares of voting capital stock, having not less
that the minimum number of votes which would be necessary to authorize or
take the action at a meeting at which all shares entitled to vote on a matter
were present and voted, may be substituted for the special meeting. According
to this Section 78.390 of the Nevada Law, a majority of the outstanding shares
of voting capital stock entitled to vote on the matter is required in order to
amend the Company's Articles of Incorporation. In order to eliminate the costs
and management time involved in holding a special meeting and in order to
effect the Amendment as early as possible in order to accomplish the purposes
of the Company, the Board of Directors of the Company voted to utilize the
written consent of the majority shareholders of the Company.
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The date on which this Information Statement was first sent to the
shareholders is on, or about January __, 2003. The record date established
by the Company for purposes of determining the number of outstanding shares
of Voting Capital Stock of the Company was January 8, 2003, (the "Record
Date").
Outstanding Voting Stock of the Company
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As of the Record Date, there were 430,650,700 shares of Common Stock
issued and outstanding. The Common Stock constitutes the outstanding class
of voting securities of the Company. Each share of Common Stock entitles
the holder to one (1) vote on all matters submitted to the shareholders.
Security Ownership of Certain Owners and Management
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The following Table sets forth the Common Stock ownership information as
of January 8, 2003, with respect to (i) each person known to the Company to
be the beneficial owner of more than 5% of the Company's Common and Preferred
Stock, (ii) each director of the Company, (iii) each person intending to file
a written consent to the adoption of the Amendment described herein, and (iv)
all directors, executive officers and designated shareholders of the Company
as a group. This information as to beneficial ownership was furnished to the
Company by or on behalf of each person named.
Table 1. Beneficial Ownership (a)
Preferred
Class A Number of Shares
Number of following conversion Percent
Name(1)(2) Position Shares to Common Stock Ownership(3)
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Zach Bair Chairman/CEO 2,200,000 220,000,000 51.1%
Tim DeWitt President 1,800,000 180,000,000 41.8%
Ken Upton Secretary 0 0 0.0%
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All Executive Officers and
Directors as a Group
(3 persons) 4,000,000 400,000,000 92.9%
1) Business Address: 2435 N. Central Expressway Suite 1200, Richardson,
Texas 75080.
2) Consenting shareholder
3) Percentages are based on 430,650,700 shares.
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Purpose and Effect of Reverse Stock Split
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Our board of directors believes the twenty-five for one (25:1) reverse
stock split is necessary to increase the effective marketability of common
stock to institutional buyers and to enhance the liquidity of the common stock
so that the Company can better access capital markets. This reverse stock
split will reduce the number of issued and outstanding common shares from
430,650,700 to 1,722,602 common shares.
Stockholders will be required to exchange their stock certificates for new
certificates representing the shares of Common Stock after giving effect to
the Reverse Stock Split with the Company's transfer agent. Stockholders
will not be required to pay a transfer or other fee in connection with the
exchange of certificates. (See Exhibit "A")
There can be no assurance, nor can the Board of Directors of the Company
predict what effect, if any, these change, include the reverse stock split
will have on the market price of the Company's common stock.
No Dissenter's Rights
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Under Nevada Law, our dissenting shareholders are not entitled to
appraisal rights with respect to our amendment, and we will not independently
provide our shareholders with any such right.
Conclusion
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As a matter of regulatory compliance, we are sending you this
Information Statement which describes the purpose and effect of the
Amendment. Your consent to the Amendment is not required and is not
being solicited in connection with this action. This Information
Statement is intended to provide our stockholders information required by
the rules and regulations of 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 ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
For the Board of Directors of
Date: January ___, 2003 Immediatek, Inc.
By: /s/ Zach Bair
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Zach Bair
Chief Executive Officer
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