UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant
Check the appropriate box:
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[X]
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Preliminary Information Statement
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Definitive Information Statement Only
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Confidential, for Use of the Commission (as permitted by Rule 14c)
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APT SYSTEMS, INC.
(Name of Registrant as Specified In Its Charter)
_______________________________________
Name of Person(s) Filing Information Statement, if other than Registrant:
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14C-5(g) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Filing Party: ____________________________
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Date Filed: ____________________________
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APT SYSTEMS, INC.
505 Montgomery Street, 11
th
Floor
San Francisco, CA 94111
(415) 200-1105
Copies of correspondence to:
Frederick C. Bauman, Esq.
Bauman & Associates Law Firm
6440 Sky Pointe Dr., Ste 140-149
Las Vegas, NV 89131
(702) 318-7218
NOTICE OF ACTION TAKEN WITHOUT A STOCKHOLDER MEETING
Date of Mailing: March __, 2019
TO THE STOCKHOLDERS OF APT SYSTEMS, INC.:
The attached Information Statement is furnished by the Board of Directors (the “Board”) of APT Systems, Inc. (the “Company,” “we” or “us”). The Company, a Delaware corporation, is a public company registered with the Securities and Exchange Commission.
On February 18, 2019, a stockholder holding 102,920,000 shares of $0.0001 par value common stock (“Common Stock”) and 920,000 shares of Series A Preferred Stock , or approximately 75.21%, of our voting power, consented in writing to amend the Company’s Certificate of Incorporation (the “Certificate of Amendment”). This consent was sufficient to approve the Certificate of Amendment under Delaware law and our Certificate of Incorporation. The attached Information Statement describes the Certificate of Amendment that the common stockholders of the Company have approved, which will increase the Company’s authorized shares of common stock to 2,750,000,000 shares from 750,000,000 shares. The Certificate of Amendment will become effective upon filing with the Delaware Secretary of State, which can occur no earlier than twenty (20) calendar days after the filing and dissemination of the Definitive Information Statement.
NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
There are no stockholder dissenters’ or appraisal rights in connection with any of the matters discussed in this Information Statement.
Please read this Notice and Information Statement carefully and in its entirety. It describes the terms of the actions taken by the stockholders.
Although you will not have an opportunity to vote on the approval of the Certificate of Amendment, this Information Statement contains important information about the Certificate of Amendment.
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By Order of the Board of Directors
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/s/ Glenda Dowie
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Glenda Dowie, President and CEO, Director
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF INFORMATION STATEMENT MATERIALS IN CONNECTION WITH THIS NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT:
APT SYSTEMS, INC.
505 Montgomery Street, 11
th
Floor
San Francisco, CA 94111
(415) 200-1105
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is being furnished to the stockholders of APT Systems, Inc., a Delaware corporation (the “Company,” “we” or “us”), to advise them of the corporate actions that have been authorized by written consent of one of the Company’s stockholders, who owns Common Stock and Series A Prefered Stock with approximately 75.80% of the Company’s power as of the record date of February 10, 2019 (the “Record Date”). These actions are being taken without notice, meetings or votes in accordance with the Delaware General Corporation Law (DGCL), the Company’s Certificate of Incorporation and its Bylaws.
On February 18, 2019, the Board of Directors approved, and recommended to the stockholders for approval, an amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) that will increase the Company’s authorized shares of common stock to 2,750,000,000 shares from 750,000,000 shares. The full text of the Certificate of Amendment is attached to this Information Statement as Appendix A.
On February 18, 2017, a stockholder holding 102,920,000 shares of Common Stock and 920,000 shares of Series A Preferred Stock, or approximately 75.21% of our voting power, consented in writing to the Certificate of Amendment. This consent was sufficient to approve the Certificate of Amendment under Delaware law.
NO VOTE REQUIRED
We are not soliciting consents to approve the Certificate of Amendment. Delaware law and our Certificate of Incorporation permit the Company to take any action which may be taken at an annual or special meeting of its stockholders by written consent, if the holders of a majority of the shares of its Common Stock sign and deliver a written consent to the action to the Company.
NO APPRAISAL RIGHTS
Under Delaware corporate law, stockholders have no appraisal or dissenters’ rights in connection with the Certificate of Amendment.
INTERESTS OF CERTAIN PARTIES IN THE MATTERS TO BE ACTED UPON
None of the directors or executive officers of the Company has any substantial interest resulting from the Certificate of Amendment that is not shared by all other stockholders pro rata, and in accordance with their respective interests.
COST OF THIS INFORMATION STATEMENT
The entire cost of furnishing this Information Statement will be borne by us. 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.
HOUSEHOLDING OF STOCKHOLDER MATERIALS
In some instances we may deliver only one copy of this Information Statement to multiple stockholders sharing a common address. If requested by phone or in writing, we will promptly provide a separate copy to a stockholder sharing an address with another stockholder. Requests by phone should be directed to our President and CEO at (415) 200-1105, and requests in writing should be sent to APT Systems, Inc., Attention President, 505 Montgomery Street, 11
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Floor, San Francisco, CA 94111. Stockholders sharing an address who currently receive multiple copies and wish to receive only a single copy should contact their broker or send a signed, written request to us at the above address.
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AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK AND CREATING “BLANK CHECK” PREFERRED STOCK.
General
Our Certificate of Incorporation currently authorizes 750,000,000 shares of common stock and 10,000,000 shares of preferred stock.
On February 18, 2019 the Board of Directors, and on February 18, 2019 the consenting stockholder(s), approved the filing of an amendment to our Certificate of Incorporation to increase the authorized shares of common stock to 2,750,000,000 shares from 750,000,000 shares (the “Amendment”).
Reasons for the Increase in Authorized Shares of Common Stock
Our Certificate of Incorporation presently authorize 750,000,000 shares of common stock. As of February 18, 2019, there were 583,304,388 shares of common stock outstanding. In order to provide funding for the Company’s operations and exploration program, it will be necessary to issue additional shares of common stock, or promissory notes that are convertible into common stock. Most lenders that fund convertible notes require that the borrower direct its stock transfer agent to establish a reserve of authorized shares to be available for conversion of the lender’s convertible notes. If the market price of the borrower’s convertible stock declines, the reserve may be required to be increased. In the event that there are insufficient authorized shares to honor a conversion notice, there may be contractual penalties payable by the borrower. The increase in the Company’s authorized shares to 2,750,000,000 shares from 750,000,000 shares is intended to provide adequate authorized shares to cover the Company’s funding needs for at least the next 12 months.
Principal Effects of the Increase in Authorized Shares of Common Stock
While the authorization of additional shares of common stock is intended to increase our financial flexibility, it could also lead to dilution of the existing stockholders in the event that additional shares are sold for less than the current market price (or in the case of convertible debt, if the conversion price is less than our present market price). This is likely in the case of convertible debt, as convertible lenders typically require that they be permitted to convert at a discount from the market price at the time of conversion.
Effective Date
Under Rule 14c-2, promulgated pursuant to the Securities Exchange Act of 1934, as amended, the Amendment shall be effective twenty (20) days after this Information Statement is mailed to stockholders of the Company. We anticipate the effective date to be on or about March 22, 2019, or sooner.
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(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of February 18, 2019, with respect to the holdings of (1) each person who is the beneficial owner of more than 5% of our common stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group.
Beneficial ownership of the common stock is determined in accordance with the rules of the Securities and Exchange Commission and includes any shares of common stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days of February 18, 2019. Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of common stock held by them. Applicable percentage ownership in the following table is based on 583,304,388 shares of common stock outstanding as February 18, 2019 plus, for each individual, any securities that individual has the right to acquire within 60 days of February 18, 2019.
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Name and Address
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Amount and Nature of
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Percent of
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of Beneficial Owner
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Beneficial Ownership (1)(2)(4)
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Class
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Glenda Dowie (3)
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102,920,000
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17.64%
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505 Montgomery Street,
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11th Floor
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San Francisco, CA 94111
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Joseph Gagnon (3)
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2,200,000
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0.38%
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505 Montgomery Street,
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11th Floor
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San Francisco, CA 94111
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Carl Hussey (3)
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2,200,000
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0.38%
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505 Montgomery Street,
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11th Floor
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San Francisco, CA 94111
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All Officers and Directors as a Group
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107,320,000
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18.40%
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(1)
All ownership is beneficial and of record, unless indicated otherwise.
(2)
The Beneficial owner has sole voting and investment power with respect to the shares shown.
(3)
An officer and director of the Company.
(4)
In addition, the officers and directors own shares of super-voting Series A Preferred Stock, which have controlling voting power (2,ooo votes per shares), as follows: Glenda Dowie: 920,000 shares (71.26% of total voting power); Joseph Gagnon: 40,000 shares (3.10% of total voting power) and Carl Hussey: 40,000 shares (3.10% of total voting power).
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information as of February 18, 2019, regarding shares of common stock that may be issued under the Company’s 2012 Equity Incentive Award Plan (the “Equity Plan”). The Equity Plan was approved by the Company’s shareholders and is the Company’s sole equity compensation plan.
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Plan category
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(a)
Number of securities
to be issued
upon exercise
of outstanding
options, warrants
and rights
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(b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
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(c)
Number of securities
remaining available
for future issuance under equity
compensation plans
(excluding securities
reflected in column (a))
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Equity compensation plans approved by security holders
(1)
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-
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-
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5,500,000
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Equity compensation plans not approved by security holders
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Total
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5,500,000
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(b)
Changes in Control
We know of no arrangements which may at a subsequent date result in a change in control of the
Company.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This Information Statement may contain “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statement of the plans and objectives of management for future operations, and any statement of assumptions underlying any of the foregoing. These statements may contain words such as “expects,” “anticipates,” “plans,” “believes,” “projects,” and words of similar meaning. These statements relate to our future business and financial performance.
Actual outcomes may differ materially from these statements. The risks listed in this Information Statement as well as any cautionary language in this Information Statement, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from any expectations we describe in our forward-looking statements. There may be other risks that we have not described that may adversely affect our business and financial condition. We disclaim any obligation to update or revise any of the forward-looking statements contained in this Information Statement. We caution you not to rely upon any forward-looking statement as representing our views as of any date after the date of this Information Statement. You should carefully review the information and risk factors set forth in other reports and documents that we file from time to time with the SEC.
ADDITIONAL INFORMATION
This Information Statement should be read in conjunction with certain reports that we previously filed with the SEC, including our:
* Annual Report on Form 10-K for the fiscal year ended January 31, 2018 and
* Quarterly Reports on Form 10-Q for the periods ended April 30, 2018, July 31, 2018 and October 31, 2018.
The reports we file with the SEC and the accompanying exhibits may be inspected without charge at the Public Reference Section of the Commission at 100 F Street, N.E., Washington, DC 20549. Copies of such materials may also be obtained from the SEC at prescribed rates. The SEC also maintains a Web site that contains reports, proxy and information statements and other information regarding public companies that file reports with the SEC. Copies of the Reports may be obtained from the SEC’s EDGAR archives at http://www.sec.gov. We will also mail copies of our prior reports to any stockholder upon written request.
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By Order of the Board of Directors
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/s/ Glenda Dowie
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Glenda Dowie, President and CEO, Director
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San Francisco, California
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February 28, 2019
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4
Certificate of Amendment
To the
Certificate of Incorporation
Pursuant to the provisions of the Delaware General Corporation Law (DGCL), the undersigned corporation adopts the following Certificate of Amendment to its Certificate of Incorporation:
1.
Name of corporation:
APT SYSTEMS, INC.
2.
The Certificate of Incorporation has been amended as follows:
Article Fourth (Authorized Stock) is deleted in its entirety and replaced with the following:
“FOURTH: The Capital Stock shall consist of 2,750,000,000 shares of common stock, $0.0001 par value, all of which stock shall be entitled to voting power, and 100,000,000 shares of preferred stock, $0.001 par value. To the fullest extent permitted by the laws of the State of Delaware, as the same now exists or may hereafter be amended or supplemented, the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of preferred stock of the Corporation. The Corporation may issue the shares of stock for such consideration as may be fixed by the Board of Directors.”
3.
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the Certificate of incorporation have voted in favor of the amendment is 75.21%.
4.
Effective date and time of filing: (optional) Date: _______________ Time: _________________
5.
Signature: (required)
/S/ Glenda Dowie
Signature of Officer: Glenda Dowie, President and CEO, Director
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