U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
[ ] Definitive Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
WARP TECHNOLOGY HOLDINGS, 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 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which the 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:
WARP TECHNOLOGY HOLDINGS, INC.
535 West 34th Street, 5th Floor
New York, New York 10001
NOTICE OF ACTION BY THE WRITTEN CONSENT OF STOCKHOLDERS
To Our Stockholders:
On July 3, 2003, the board of directors of WARP Technology Holdings,
Inc. (the "Company") unanimously approved the adoption of a proposed Amendment
to the Articles of Incorporation of the Company to: (a) increase the number of
authorized shares of common stock, par value $.00001 per share (the "Common
Stock"), of the Company from 100,000,000 shares to 500,000,000 shares, and (b)
authorize the creation of 50,000,000 shares of par value $.00001 per share blank
check preferred stock, subject to approval by a majority of the Company's
stockholders.
On July 7, 2003, the holders of a majority of the outstanding shares of
our Common Stock approved the Amendment to the Articles of Incorporation in
writing.
The authorization of the Amendment to the Articles of Incorporation by
the board of directors and the stockholders shall not become effective until at
least 20 days after the mailing of the enclosed Information Statement. The
Amendment to the Articles of Incorporation has been approved by the written
consent of a majority of our stockholders and there is no need for any action to
be taken by you.
Your consent is not required and is not being solicited in connection
with this action. Pursuant to Section 78.370 of the Nevada Revised Statutes, you
are hereby being provided with notice of the approval by written consent of a
majority of the eligible voting stockholders of the Company. Pursuant to the
Securities Exchange Act of 1934, you are being furnished with an Information
Statement relating to this action.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE ATTACHED INFORMATION STATEMENT IS BEING SENT TO YOU FOR INFORMATION PURPOSES
ONLY.
The attached Information Statement is being provided to you pursuant to
Rule 14c-2 under the Securities Exchange Act of 1934. The Information Statement
contains a more detailed description of the Amendment to the Articles of
Incorporation. I encourage you to read the Information Statement thoroughly.
BY ORDER OF THE BOARD OF DIRECTORS,
July __, 2003 Karl Douglas
Co-Chairman of the Board and
Chief Executive Officer
INFORMATION STATEMENT PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
We Are Not Asking You for a Proxy and You Are
Requested Not To Send Us a Proxy
This Information Statement is furnished by the board of directors of
WARP Technology Holdings, Inc., a Nevada corporation ("Company"), to the holders
of record at the close of business on July 3, 2003 (the "Record Date") of the
Company's outstanding common stock, par value $0.00001 per share ("Common
Stock"), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act").
The Company's board of directors have unanimously approved resolutions:
(a) to increase the number of authorized shares of Common Stock,
par value $.00001 per share, of the Company from 100,000,000
shares to 500,000,000 shares; and
(b) to authorize the creation of 50,000,000 shares of par value
$.00001 per share blank check preferred stock whereby the
board of directors, subject to limitations prescribed by law,
is authorized to issue such shares of preferred stock in
series, and to establish from time to time the number of
shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of
each such series and the qualifications, limitations or
restrictions thereof.
The Company has received the consent of a majority of the outstanding
shares of Common Stock of the Company for the foregoing actions. The filing of a
Certificate of Amendment of Articles of Incorporation with the Nevada Secretary
of State, which will effect the foregoing actions, will not be done until a date
that is at least twenty (20) days after the mailing of this Information
Statement.
This Information Statement will be sent on or about July 25, 2003 to
the Company's stockholders of record who have not been solicited for their
consent of this corporate action.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization
consisted of 100,000,000 shares of Common Stock, par value $.00001 per share, of
which 67,064,826 were issued and outstanding as of such Record Date. Holders of
Common Stock of the Company have no preemptive rights to acquire or subscribe to
any of the additional shares of Common Stock authorized by the Amendment to the
Articles of Incorporation.
Each share of Common Stock entitles its holder to one vote on each
matter submitted to the stockholders. However, because stockholders holding at
least a majority of the voting rights of all outstanding shares of capital stock
as at the Record Date have voted in favor of the
foregoing proposals by resolution dated July 7, 2003; and having sufficient
voting power to approve such proposals through their ownership of capital stock,
no other stockholder consents will be solicited in connection with this
Information Statement.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the proposals will not be adopted until a date at least 20 days after
the date on which this Information Statement has been mailed to the
stockholders. The Company anticipates that the actions contemplated herein will
be effected on or about the close of business on August 13, 2003.
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 78.370 of the Nevada Revised Statutes.
STOCK OWNERSHIP
The following table sets forth as of the Record Date, certain
information regarding the beneficial ownership (1) of the Company's common stock
outstanding by (i) each person who is known to the Company to own 5% or more of
its Common Stock, (ii) each director of the Company, (iii) certain executive
officers of the Company and (iv) all executive officers and directors of the
Company as a group. Unless otherwise indicated, each of the stockholders shown
in the table below has sole voting and investment power with respect to the
shares beneficially owned. Unless otherwise indicated, the address of each
person named in the table below is c/o WARP Technology Holdings, Inc., 535 West
34 Street, 5th Floor, New York, N.Y. 10001. As of the Record Date, the Company
had 67,064,826 shares of Common Stock issued and outstanding.
Number of Percent
Name and Address Company Position Shares owned of class
---------------- ---------------- ------------ --------
Karl Douglas Director, CEO 5,967,492 8.9%
John Gnip Director, COO 5,967,492 8.9%
Greg Parker (2) Director, CTO 795,102 1.2%
Malcolm Coster (3) Director 5,400,000 8.0%
David M. Milch (4) Advisor to Board 3,000,000 4.3%
Lenny Primak (5) 7,636,656 11.4%
Lemire Corp. (6) 5,000,000 7.5%
Resolute Securities Ltd. (7) 4,275,000 6.4%
All directors and executive
officers as a group (4 persons) 18,130,086 27.0%
(1) As used in this table, a beneficial owner of a security includes any person
who, directly or indirectly, through contract, arrangement, understanding,
relationship or otherwise has or shares (a) the power to vote, or direct the
voting of, such security or (b) investment power which includes the power to
dispose, or to direct the disposition of, such security. In addition, a person
is deemed to be the beneficial owner of a security if that person has the right
to acquire beneficial ownership of such security within 60 days.
(2) In connection with the acquisition of SpiderSoftware, Inc. by the Company,
Mr. Parker received 494,268 shares of the preferred stock of 6043577 Canada,
Inc., a wholly-owned subsidiary of the Company. Mr. Parker's preferred shares
are currently exchangeable for 494,268 shares of the Company's common stock upon
notice to the Company. Mr. Parker also holds 300,834 options to purchase the
Company's common stock which have vested and are currently exercisable, or which
shall vest and be exercisable within 60 days of the date of this filing.
(3) Malcolm Coster is a citizen of the United Kingdom whose principle
residential address is 46 Gulf Side, Sutten, Surry, UK 5M37EZ.
(4) Dr. Milch owns 320,000 shares of the Company's common stock. In addition,
Dr. Milch has a contractual right to purchase up to 1,280,000 shares of the
Company's common stock from Mr. Primak which is currently exercisable. Dr. Milch
also holds 1,400,000 options to purchase the Company's common stock, which have
vested and are currently exercisable or which shall vest and be exercisable
within 60 days of the date of this filing.
(5) Mr. Primak was a founder of WARP Solutions, Inc. but is no longer an officer
or director of that company. Mr. Primak's address is 284 Mott Street, New York,
N.Y.
(6) The Toro Trust is the owner and controlling shareholder of Lemire Corp., and
makes all the investment decisions for Lemire Corp. The Toro Trust is an
irrevocable trust the beneficiary of which is the adult son of Mr. John A.
Roberts. Mr. Roberts is not the trustee of the trust and does not make the
investment decisions of the trust. Mr. Roberts' son does not live with Mr.
Roberts. Mr. Roberts therefore denies beneficial ownership of the shares owned
by Lemire Corporation. Lemire Corporation has its registered offices at Calle
54, Avenida Samuel Lewis, Urbanizacion Obarrio, Panama, Republic of Panama. The
Toro Trust has its registered office at Bergstrasse 389, P.O. Box 777, 9497
Triesenberg, Principality of Liechtenstein.
(7) Mr. John A. Roberts is the controlling shareholder of Resolute Securities
Limited, which owns its shares of the Company's common stock for the benefit of
Mr. Roberts. Mr. Roberts makes all the investment decisions for Resolute
Securities Limited. Mr. Roberts is deemed to be the beneficial owner of the
shares owned by Resolute Securities Limited. Resolute Securities Limited has its
offices at The Private Trust Corporation Ltd., Charlotte House, Charlotte
Street, P.O. Box N-65, Nassau, Bahamas.
AMENDMENT TO THE ARTICLES OF INCORPORATION
The Company's board of directors and a majority of the stockholders of
the Company eligible to vote on the matter have approved an Amendment to the
Articles of Incorporation of the Company to increase the number of authorized
shares of Common Stock from 100,000,000 to 500,000,000 and to authorize the
creation of 50,000,000 shares of par value $.00001 per share blank check
preferred stock. On the Record Date, the Company had authorized capital stock of
100,000,000 shares of Common Stock and approximately 67,064,826 of those shares
were issued and outstanding. The board of directors believes that the increase
in authorized shares of Common Stock will give 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. This amendment will
not alter the current number of issued and outstanding shares of Common Stock or
the percentage ownership of that Common Stock by our current stockholders and
the relative rights and limitations of the shares of Common Stock will remain
unchanged under this proposal. However, because holders of Common Stock have no
preemptive rights to purchase or subscribe for any unissued stock of the
Company, any issuance of additional shares of Common Stock by the Company will
reduce the current stockholders' percentage ownership interest in the total
outstanding shares of Common Stock and could have a dilutive effect on the
earnings per share and book value per share of the Company.
As of the Record Date, a total of 67,064,826 shares of the Company's
currently authorized shares of Common Stock were issued and outstanding. Of the
100,000,000 shares of
Common Stock currently authorized, 32,935,174 were authorized but unissued as of
the Record Date. The increase in the number of authorized but unissued shares of
Common Stock resulting from the amendment to the Company's Articles of
Incorporation will 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.
One of the effects of the amendment might be to enable the board of
directors to render it more difficult to, or discourage an attempt to, obtain
control of the Company by means of a merger, tender offer, proxy contest or
otherwise, and thereby protect the continuity of present management. The board
of directors would, unless prohibited by applicable law, have additional shares
of Common Stock available to effect transactions (such as private placements) in
which the number of the Company's outstanding shares would be increased and
would thereby dilute the interest of any party attempting to gain control of the
Company. Such action could discourage an acquisition of the Company, which
stockholders might view as desirable.
Creation Of Blank Check Preferred Stock
The amendment to the Articles of Incorporation will create 50,000,000
authorized shares of par value $.00001 per share "blank check" preferred stock.
Article IV of the proposed Amendment to the Articles of Incorporation attached
as Exhibit "A" to this Information Statement contains provisions related to the
"blank check" preferred stock. The following summary does not purport to be
complete and is qualified in its entirety by reference to the proposed Amendment
to the Articles of Incorporation as set forth in Exhibit "A."
The term "blank check" refers to preferred stock, the creation and
issuance of which is authorized in advance by the stockholders and the terms,
rights and features of which are determined by the board of directors of the
Company upon issuance. The authorization of such blank check preferred stock
will permit the board of directors to authorize and issue preferred stock from
time to time in one or more series.
Subject to the provisions of the Company's Amendment to the Articles of
Incorporation and the limitations prescribed by law, the board of directors will
be expressly authorized, at its discretion, to adopt resolutions to issue
shares, to fix the number of shares and to change the number of shares
constituting any series and to provide for or change the voting powers,
designations, preferences and relative, participating, optional or other special
rights, qualifications, limitations or restrictions thereof, including dividend
rights (including whether the dividends are cumulative), dividend rates, terms
of redemption (including sinking fund provisions), redemption prices, conversion
rights and liquidation preferences of the shares constituting any series of the
preferred stock, in each case without any further action or vote by the
Company's common stockholders. The board of directors will be required to make
any determination to issue shares of preferred stock based on its judgment as to
the best interests of the Company and its stockholders. The Company may issue
shares of preferred stock immediately upon the effective date of the filing of
the Certificate of Amendment to Articles of Incorporation, a copy of which is
attached hereto as Exhibit A, however, the terms, rights and
features of any such preferred stock could not be stated or predicted with
certainty at the date of filing or mailing of this Information Statement.
It is not possible to state the effects of the proposed amendment upon
the rights of holders of Common Stock until the board of directors determines
the respective rights of the holders of one or more series of preferred stock.
However, the issuance of shares of preferred stock pursuant to the board of
directors' authority described above may adversely affect the rights of the
holders of Common Stock. Specifically, the effects of such issuances of
preferred stock could include (i) reduction of the amount of cash otherwise
available for payment of dividends on Common Stock, if any, (ii) restrictions on
dividends on Common Stock, (iii) dilution of the voting power of Common Stock,
and (iv) restrictions on the rights of holders of Common Stock to share in the
Company's assets on liquidation until satisfaction of any liquidation preference
granted to the holders of such subsequently designated series of preferred
stock. For example, preferred stock issued by the Company may rank prior to the
Common Stock as to dividend rights, liquidation preferences or both, may have
full or limited voting rights, and may be convertible into shares of Common
Stock. Accordingly, the issuance of shares of preferred stock could decrease the
amount of earnings and assets allocable to or available for distribution to
holders of Common Stock and adversely affect the rights and powers, including
voting rights of the Common Stock, and may discourage bids for the Common Stock
or may otherwise adversely affect the market price of the Common Stock.
The amendment will provide the Company with increased financial
flexibility in meeting future capital requirements by providing another type of
security in addition to its Common Stock, as it will allow preferred stock to be
available for issuance from time to time and with such features as determined by
the board of directors for any proper corporate purpose. Such purposes could
include, without limitation, issuance for cash as a means of obtaining capital
for use by the Company, or issuance as part or all of the consideration required
to be paid by the Company for acquisitions of other businesses or assets.
Any issuance of preferred stock with voting rights could, under certain
circumstances, have the effect of delaying or preventing a change in control of
the Company by increasing the number of outstanding shares entitled to vote and
by increasing the number of votes required to approve a change in control of the
Company. Shares of voting or convertible preferred stock could be issued, or
rights to purchase such shares could be issued, to render more difficult or
discourage an attempt to obtain control of the Company by means of a tender
offer, proxy contest, merger or otherwise. The ability of the board of directors
to issue such additional shares of preferred stock, with the rights and
preferences it deems advisable, could discourage an attempt by a party to
acquire control of the Company by tender offer or other means. Such issuances
could therefore deprive stockholders of benefits that could result from such an
attempt, such as the realization of a premium over the market price that such an
attempt could cause. Moreover, the issuance of such additional shares of
preferred stock to persons friendly to the board of directors could make it more
difficult to remove incumbent managers and directors from office even if such
change were to be favorable to stockholders generally.
While the amendment may have anti-takeover ramifications, the board of
directors believes that the financial flexibility offered by the amendment
outweighs any disadvantages. To
the extent that the amendment may have anti-takeover effects, the amendment may
encourage persons seeking to acquire the Company to negotiate directly with the
board of directors enabling the board of directors to consider the proposed
transaction in a manner that best serves the stockholders' interests.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports and other information including annual and quarterly reports on Form
10-KSB and 10-QSB with the Securities and Exchange Commission (the
"Commission"). Reports and other information filed by the Company can be
inspected and copied at the public reference facilities maintained at the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of
such material can be obtained upon written request addressed to the Commission,
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains a web site on the Internet
(http://www.sec.gov) that contains the periodic reports and other filings of
companies that file electronically with the Commission and copies of the
Company's filings can be reviewed and obtained at that web site.
The following documents as filed with the Commission by the Company are
incorporated herein by reference:
(1) Quarterly Reports on Form 10-QSB for the quarters ended September
30, 2002, December 31, 2002 and March 31, 2003; and
(2) Annual Report on Form 10-KSB for the fiscal year ended June 30,
2002.
The Company's annual report on Form 10-KSB for the fiscal year ended
June 30, 2002 and quarterly report on Form 10-QSB for the quarter ended March
31, 2003 are being delivered to you with this Information Statement. The Company
will furnish a copy of any exhibit thereto or other information upon request by
a stockholder to Karl Douglas, WARP Technology Holdings, Inc., 535 West 34th
Street, 5th Floor, New York, New York 10001, telephone (646) 972-2814.
By Order of the Board of Directors,
/s/ John Gnip
--------------------------
John Gnip
Secretary
New York, New York
July __, 2003
EXHIBIT A
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
WARP TECHNOLOGY HOLDINGS, INC.
WARP Technology Holdings, Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the Nevada Revised Statutes of the
State of Nevada, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by unanimous
consent in lieu of a meeting, adopted the following resolution:
"RESOLVED that the Board of Directors hereby declares it advisable and
in the best interest of the Corporation that Article FOURTH of the Articles of
Incorporation be amended, superceded and replaced as follows, and does hereby
approve, adopt and confirm such amendment:
Capital Stock. The Corporation is authorized to issue two classes of
stock. One class of stock shall be Common Stock, par value $0.00001. The second
class of stock shall be Preferred Stock, par value $0.00001. Subject to the
provisions of these Amended Articles of Incorporation, the board of directors is
authorized, subject to limitations prescribed by law, to provide for the
issuance of the shares of Preferred Stock in series, and to establish from time
to time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof. The authority of
the board of directors with respect to each series shall include, but not be
limited to, determination of the following:
(a) The number of shares constituting that series and the
distinctive designation of that series;
(b) The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates,
and the relative rights of priority, if any, of payment of dividends on
shares of that series;
(c) Whether that series shall have voting rights, in addition
to the voting rights provided by law, and if so, the terms of such
voting rights;
(d) Whether that series shall have conversion privileges, and,
if so, the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board of
Directors shall determine;
(e) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption,
including the date or date upon or after which they shall be
redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption dates;
(f) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund; and
(g) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of
shares of that series,
each as shall be expressed in the resolution or resolutions providing for the
issuance of such stock adopted by the board of directors and may be made
dependent upon facts ascertainable outside such resolution or resolutions of the
board of directors, provided that the matter in which such facts shall operate
upon such designations, preferences, rights and qualifications; limitations or
restrictions of such class or series of Preferred Stock is clearly and expressly
set forth in the resolution or resolutions providing for the issuance of such
stock by the board of directors.
Upon the effectiveness of the filing of this Certificate of Amendment
to Articles of Incorporation, the total number of shares of stock of each class
which the Corporation shall have authority to issue and the par value of each
share of each class of stock are as follows:
Class Par Value Authorized Shares
------- --------- -----------------
Common $0.00001 500,000,000
Preferred $0.00001 50,000,000
Totals: 550,000,000
Prior to the effectiveness of the filing of this Certificate of
Amendment to Articles of Incorporation, the total number of shares of stock of
each class which the Corporation had authority to issue and the par value of
each share of each class of stock were as follows:
Class Par Value Authorized Shares
------- --------- -----------------
Common $0.00001 100,000,000
Preferred N/A 0
Totals: 100,000,000 "
SECOND: That the aforesaid amendment has been consented to and
authorized by the holders of a majority of the issued and outstanding stock
entitled to vote by written consent given in accordance with the provisions of
Section 78.320 of the Nevada Revised Statutes of the State of Nevada.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed this ____ day of August 2003.
By: /s/ Karl Douglas
---------------------------
Name: Karl Douglas
Title: CEO and President