UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
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:
[X] Preliminary Information Statement
[ ] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
Amwest Imaging Incorporated
(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):
[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 of 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:
Amwest Imaging Incorporated
815 John St. Suite 150
Evansville, IN 47713
July 25, 2012
Dear Stockholder:
This Information Statement is being furnished to the stockholders of Amwest
Imaging Incorporated (the "Company") in connection with a proposed amendment to
the Articles of Incorporation to increase the Company's authorized shares of
common stock to one billion two hundred million (1,200,000,000) shares.
Although the approval of the Company's stockholders is required to effect the
amendment to the Articles of Incorporation, the amendment has been consented to
in writing with the approval of the holders of more than 51 percent of our
outstanding common stock. Accordingly, it is not necessary for the Company to
call a special meeting of stockholders to consider the proposed amendment and
your approval is not required and is not being sought.
We proposed the amendment in order to provide the Company with the ability to
provide us with the ability to issue common stock in connection with any future
financing activities or corporate mergers and acquisitions using the Company's
common stock.
We currently have 532,560,000 shares of common stock outstanding.
The Information Statement supplied with this letter provides further information
about the Company and the increase in the authorized and unissued shares of
stock.
Please carefully read the document in its entirety. You may also obtain other
information about the Company from publicly available documents that have been
filed with the Securities and Exchange Commission.
Very truly yours,
Amwest Imaging Incorporated
/s/ Jason Gerteison
----------------------------------
Jason Gerteison
President
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Amwest Imaging Incorporated
815 John St. Suite 150
Evansville, IN 47713
INFORMATION STATEMENT
Pursuant To Section 14(c) of Securities Exchange Act Of 1934
Approximate Date of Mailing: July 27 2012
NOTICE OF ACTION TO BE TAKEN BY
WRITTEN CONSENT OF STOCKHOLDERS IN LIEU
OF A SPECIAL MEETING AND INFORMATION STATEMENT
This Information Statement is being mailed to stockholders of Amwest Imaging
Incorporated, a Nevada corporation (the "Company," "we," "us" or "our"), in
connection with the approval by the holders of a majority of the Company's
outstanding common stock of resolutions approving an amendment to the Articles
of Incorporation to provide an increase in the Company's authorized shares of
common stock to one billion two hundred million (1,200,000,000) shares. However,
stockholders holding an aggregate of more than 51 percent of our outstanding
common stock have already consented in writing to the resolutions authorizing
the Company to have the amendment. Accordingly, pursuant to our bylaws and the
Nevada Revised Statutes, the Company will not call a special meeting of
stockholders to consider the proposed amendment. This Notice of Action to be
Taken by Stockholders in Lieu of a Special Meeting and Information Statement is
furnished to you solely for the purpose of informing stockholders of this
corporate action before it takes effect, in the manner required under the
Securities Exchange Act of 1934, as amended.
The written consents that we have received to amend our Articles of
Incorporation authorized this action at any time after 20 days from the date of
this Information Statement.
This Information Statement was first sent or provided to holders (other than the
stockholders who have already provided their written consent as set forth above)
of our outstanding common stock on or about July 27, 2012. Other than our common
stock, we have no other shares of any other class of our capital stock
outstanding.
NO VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS IS SOLICITED IN CONNECTION WITH
THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
INFORMATION STATEMENT
INTRODUCTION
This Information Statement is being mailed to stockholders of Amwest Imaging
Incorporated, a Nevada corporation, in connection with the approval by the
holders of a majority of the Company's outstanding common stock of resolutions
approving an amendment to the Articles of Incorporation to provide an increase
in the Company's authorized shares of common stock to one billion two hundred
million (1,200,000,000) shares. However, stockholders holding an aggregate of
more than 51 percent of our outstanding common stock have already consented in
writing to resolutions authorizing the Company to amend the Articles of
Incorporation.
The Company has taken all action required under Nevada law to approve the
amendment; however, since stockholder approval of the Amendment was obtained by
written consent rather than at a stockholders' meeting, your board of directors
directed that notice be sent to all non-participating stockholders notifying
them of the action taken not more than 30 days after the effective date of the
consent and the Securities Exchange Act of 1934, as amended, will not permit
such filing until the expiration of 20 calendar days from the date hereof. The
Certificate of Amendment to Articles of Incorporation filed with the Nevada
Secretary of State will not become effective until the Effective Date, after the
expiration of the 20 calendar day period.
OUTSTANDING SECURITIES, VOTING RIGHTS AND
STOCKHOLDER APPROVAL PREVIOUSLY OBTAINED
As of July 25, 2012, the Company had 532,560,000 issued and outstanding shares
of common stock and no issued and outstanding shares of preferred stock. Each
holder of a share of common stock is entitled to one vote for each share of
common stock held on all matters submitted to a vote of stockholders.
In order to increase the number of shares of common stock that are available in
the future to be issued and outstanding, our board of directors has unanimously
adopted a resolution seeking stockholder approval authorizing the board of
directors to amend our Articles of Incorporation to effect an increase in the
number of shares of our common stock.
In order to eliminate the costs and management time involved in holding a
special meeting and in order to affect the proposed resolutions as early as
possible in order to accomplish the purposes of the Company, the Company chose
to obtain the written consent of its stockholders holding a majority of the
Company's voting power.
By written consent dated July 25, 2012, the stockholders owning a majority of
the outstanding shares of common stock entitled to vote have approved the
adoption and implementation of the amendment. Such action is sufficient to
satisfy the applicable requirements of Nevada law that stockholders approve such
actions.
Accordingly, other stockholders will not be asked to take further action on the
amendment at any future meeting and the board of directors does not intend to
solicit any proxies or consents. The elimination of the need for a special
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meeting of the stockholders to approve the actions proposed and discussed in
this Information Statement is authorized by Section 78.320(2) of the Nevada
Revised Statutes. This section provides that any action required or permitted to
be taken at a meeting of stockholders of a corporation may be taken without a
meeting, before or after the action, if a written consent thereto is signed by
the stockholders holding at least a majority of the voting power.
The action described in this Information Statement cannot be taken until at
least 20 days after this Information Statement has been first mailed to the
Company's stockholders.
THE AMENDMENT
The board has approved and the stockholders owning a majority of the shares
entitled to vote on matters submitted to the stockholders have consented in
writing to amend the Company's Articles of Incorporation to increase the number
of authorized shares of Common Stock to one billion two hundred million
(1,200,000,0000) shares.
The proposed language of the Certificate of Amendment to Articles of
Incorporation - Article Fourth - is substantially as follows:
The aggregate number of shares which the corporation shall have authority to
issue shall consist of 1,200,000,000 (one billion two hundred million) shares of
Common Stock having a $0.001 par value, and 5,000,000 (five million) shares of
Preferred Stock having a $0.001 par value. The Common and/or Preferred Stock of
the Company may be issued from time to time without prior approval by the
stockholders. The Common and/or Preferred Stock of the Company may be issued for
consideration as may be fixed from time to time by the board of directors. The
board of directors may issue such shares of Common and/or Preferred Stock in one
or more series, with such voting powers, delegations, preferences and rights or
qualifications, limitations, or restrictions thereof as shall be stated in the
resolution or resolutions.
A copy of the Certificate of Amendment to Articles of Incorporation effecting
the change in authorized shares of common stock in substantially the form to be
filed with the Secretary of State of Nevada is attached to this Information
Statement as Exhibit "A."
The Company reserves the right, upon notice to stockholders, to abandon or
modify the proposed amendment at any time prior to the filing of the amendment
upon consent of the board and the holders of a majority of the existing stock
entitled to vote on matters submitted to the stockholders.
PURPOSE AND EFFECT OF THE AMENDMENT
TO THE ARTICLES OF INCORPORATION
The increase of authorized common stock will provide the Company with the
ability to issue capital stock in connection with any future financing
activities or corporate mergers and acquisitions using the Company's capital
stock.
When issued, the additional shares of common stock authorized by the amendment
will have the same rights and privileges as the shares of common stock currently
authorized and outstanding. Holders of common stock have no preemptive rights
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and, accordingly, shareholders would not have any preferential rights to
purchase any of the additional shares of common stock when such shares are
issued.
Having a substantial number of authorized but unissued shares of common stock
that are not reserved for specific purposes will allow us to take prompt action
with respect to corporate opportunities that develop, without the delay and
expense of convening an annual meeting of shareholders for the purpose of
approving an increase in the Company's capitalization. The issuance of
additional shares of common stock may, depending upon the circumstances under
which such shares are issued, reduce shareholders' equity per share and may
reduce the percentage ownership of common stock by existing shareholders. It is
not the present intention of the board of directors to seek shareholder approval
prior to any issuance of shares of common stock that would become authorized by
the amendment unless otherwise required by law or regulation.
The increase in the authorized number of shares of the Company's common stock
under the amendment could be used by its board of directors to make more
difficult, and thereby discourage, delay or prevent, an attempt to acquire
control of the Company. For example, the shares could be privately placed with
purchasers who might support the Company's board of directors in opposing a
hostile takeover bid. The issuance of the new shares also could be used to
dilute the stock ownership and voting power of a third party seeking to remove
directors, replace incumbent directors, accomplish certain business combinations
or alter, amend or repeal provisions of the Company's articles of incorporation
or bylaws. To the extent that it impedes any such attempts, the issuance of
shares following the adoption of the amendment may serve to perpetuate existing
management. While the amendment may have potential antitakeover effects, it is
not prompted by any specific effort or takeover threat currently perceived by
the Company's board of directors or management. Although under Nevada law our
board of directors is required to make any determination to issue such stock
based on its judgment as to the best interests of its shareholders, its board of
directors could act in a manner that would discourage an acquisition attempt or
other transaction that some, or a majority, of its shareholders might believe to
be in their best interests or in which shareholders might receive a premium for
their stock over the then market price of such stock.
The common stock and the preferred stock, or either, of the Company may be
issued from time to time without prior approval by the stockholders. The common
stock and the preferred stock, or either, may be issued for such consideration
as may be fixed from time to time by the board of directors. The board of
directors may issue such shares of common stock and preferred stock in one or
more series, with such voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall be stated in the
resolution or resolutions.
Following the effective time of the increase in the authorized and unissued
shares of common stock, we may attempt to raise additional capital through
private placements of our equity securities. Nevertheless, the terms of any such
financing transactions are still undetermined and there can be no assurance that
we will conclude any such financing. To date, we have not engaged in any
definitive negotiations with potential investors regarding any private placement
of our equity securities. The proceeds from any such financing will be used
primarily to provide us with working capital. If we are able to successfully
negotiate a private placement of equity or equity-related securities, the
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private placement would likely involve the issuance, or potential issuance in
the case of convertible securities, of at least 50 million shares of our common
stock. Accordingly, any such private placement will generally have the effect of
diluting the interests of existing stockholders.
Holders of more than 51 percent of our outstanding common stock have consented
in writing to the proposed increase in the authorized and unissued shares of
common stock. The resolution consented to by these stockholders authorizes us to
effect the increase at any time after 20 days from the date of this Information
Statement. Accordingly, after that time, we will file a Certificate of Amendment
to our Articles of Incorporation with the Secretary of State of the State of
Nevada (as described below) which will effect in increase in a number of
authorized shares of common stock. We will not change the par value of our
shares of common stock or make any changes in our shares of preferred stock
currently authorized.
AUTHORIZED SHARES
Upon the effectiveness of the amendment of the Articles of Incorporation, the
number of authorized shares of common stock that are not issued or outstanding
would increase. As of July 25, 2012, we had 600,000,000 shares of common stock
authorized for issuance, and 532,560,000 shares of common stock issued and
outstanding. We will have one billion two hundred million (1,200,000,000) shares
then authorized. We will continue to have 10,000,000 authorized but unissued
shares of preferred stock. All authorized but unissued shares will be available
for issuance, and we may issue such shares in financings or otherwise. If we
issue additional shares, the ownership interest of holders of our common stock
may also be diluted. Also, the shares of preferred stock if may have rights,
preferences or privileges senior to those of our shares of common stock.
ACCOUNTING MATTERS
The amendment to the Articles of Incorporation will not affect the par value of
our common stock, which is $.001 per share. As a result, as of the effective
time of the amendment, there will be no change in our per share net income or
loss and no change in our net book value of our common stock.
POTENTIAL ANTI-TAKEOVER EFFECT
Although the increased proportion of unissued authorized shares to issued shares
could, under certain circumstances, have an anti-takeover effect (for example,
by permitting issuances that would dilute the stock ownership of a person
seeking to effect a change in the composition of our board of directors or
contemplating a tender offer or other transaction for the combination of us with
another company), the increase in the number of authorized shares of common
stock is not being proposed in response to any effort of which we are aware to
accumulate shares of our common stock or obtain control of our company, nor is
it part of a plan by management to recommend a series of similar amendments to
our board of directors and stockholders. Other than the current amendment, we do
not currently contemplate recommending the adoption of any other amendments to
our Articles of Incorporation that could be construed to affect the ability of
third parties to take over or change the control of our company.
5
FILING
In order to obtain an increase in the authorized and unissued shares of common
stock, we will file a Certificate of Amendment to our Articles of Incorporation
with the Secretary of State of the State of Nevada to amend our existing
Articles of Incorporation. The amendment will become effective at the time
specified in the Amendment, which is referred to herein as the "effective time."
A copy of the Certificate of Amendment to the Articles of Incorporation is
attached hereto as Exhibit "A"; however, that the text of the form of amendment
attached hereto is subject to modification to include such changes as may be
required by the office of the Secretary of State of the State of Nevada and as
the board of directors deems necessary and advisable to effect the amendment,
including the insertion of the effective time determined by the board of
directors.
NO DISSENTERS' RIGHTS OR APPRAISAL RIGHTS
Under the Nevada Revised Statutes, our stockholders are not entitled to
dissenters' rights with respect to the increase in the authorized and unissued
shares of common stock. We will not independently provide stockholders with any
such right.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the our shares of common stock as of July 25, 2012, by (i) each
person known by us to be the beneficial owner of more than 5 percent of the
outstanding common stock, (ii) each director, (iii) each executive officer, and
(iv) all executive officers and directors as a group. The number of shares
beneficially owned is determined under rules promulgated by the SEC, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under those rules, beneficial ownership includes any shares as to which
the individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days of the date
hereof, through the exercise or conversion of any stock option, convertible
security, warrant or other right. Including those shares in the tables does not,
however, constitute an admission that the named stockholder is a direct or
indirect beneficial owner of those shares. Unless otherwise indicated, each
person or entity named in the table has sole voting power and investment power
(or shares that power with that person's spouse) with respect to all shares of
capital stock listed as owned by that person or entity. The table shows each
person known to us who owns beneficially more than five percent of the
outstanding common stock of Amwest Imaging Incorporated based on 532,560,000
shares being outstanding as of July 15, 2012:
Percentage
Name and Address or Number of Shares Class of Class
------------------- ---------------- ----- --------
Jason Gerteisen 138,500,000 Common 26.06%
815 John St. Suite 150
Evansville, IN 47713
Eduardo Galleon 51,000,000 Common 8.5%
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556 MAIN ST
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Patrick Kadlec 1,000,000 Common *
815 John St. Suite 150
Evansville, IN 47713
Executives and
Directors as a group
of two (2) 139,500,000 Common 26.20%
----------
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* less than 1%
No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise,
resulting from the matters described herein, which is not shared by all other
stockholders pro-rata, and in accordance with their respective interests.
OTHER MATTERS
The board of directors of the Company is not aware that any matter other than
those described in this Information Statement is to be presented for the consent
of the shareholders
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements or other information we file at the Securities and
Exchange Commission's public reference room in Washington, D.C. Please call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information on
the public reference rooms. Our Securities and Exchange Commission filings are
also available to the public from commercial document retrieval services and at
the internet website maintained by the Securities and Exchange Commission at:
http://www.sec.gov.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT
FROM WHAT IS CONTAINED IN THIS INFORMATION STATEMENT. THIS INFORMATION STATEMENT
IS DATED July 25. 2012. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN
THIS INFORMATION STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN SUCH DATE, AND
THE MAILING OF THIS INFORMATION STATEMENT TO SHAREHOLDERS SHALL NOT CREATE ANY
IMPLICATION TO THE CONTRARY.
COSTS OF INFORMATION STATEMENT
This Information Statement has been prepared by the Company and its board of
directors. The Company will bear the costs of distributing this information
Statement to stockholders, including the expense of preparing, assembling,
printing and mailing the Information Statement. Although there is no formal
agreement to do so, the Company may reimburse attorneys, banks, brokerage houses
and other custodians, nominees and fiduciaries for their reasonable expenses in
forwarding this Information Statement and related materials to stockholders. The
Company may pay for and use the services of other individuals or companies not
regularly employed by the Company in connection with the distribution of this
Information Statement if the board of directors of the Company determines that
this is advisable.
By Order of the board of directors
/s/Jason Gerteisen
----------------------------------------------------
Jason Gerteisen, Chairman of the board of directors,
President and CEO
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7
EXHIBIT "A"
Ross Miller
Secretary of State
101 North Carson Street, Suite 3
Carson City, Nevada 89701-4299
(775) 684-5708 Website: secretaryofstate.biz
Certificate of Amendment
(Pursuant to NRS 78.385 and 78.390)
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporation
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation:
Amwest Imaging Incorporated
2. The article have been amended as follows (provide article numbers, if
available):
FOURTH. Authorized Shares
The aggregate number of shares which the corporation shall have authority to
issue shall consist of 1,200,000,000 (one billion two hundred million) shares of
Common Stock having a $0.001 par value, and 5,000,000 (five million) shares of
Preferred Stock having a $0.001 par value. The Common and/or Preferred Stock of
the Company may be issued from time to time without prior approval by the
stockholders. The Common and/or Preferred Stock of the Company may be issued for
consideration as may be fixed from time to time by the Board of directors. The
board of directors may issue such shares of Common and/or Preferred Stock in one
or more series, with such voting powers, delegations, preferences and rights or
qualifications, limitations, or restrictions thereof as shall be stated in the
resolution or resolutions.
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 articles of
incorporation have voted in favor of the amendment is: a majority of those
authorized.
4. Effective date of filing (optional):
5. Officer signature (required): /s/ Jason Gerteisen
-------------------------------
*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of the shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
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IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
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