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
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
INDUSTRIES INTERNATIONAL, INCORPORATED
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(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 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:
INFORMATION STATEMENT
OF
INDUSTRIES INTERNATIONAL, INCORPORATED
4/F. WONDIAL BUILDING, KEJI SOUTH 6 ROAD
SHENZHEN HIGH-TECH IND. PARK, SHENNAN ROAD
SHENZHEN, CHINA
We Are Not Asking You For A Proxy And You Are Requested Not To Send Us
A Proxy.
This Information Statement is first being furnished on or about
November 10, 2003 to the holders of record as of the close of business on
October 29, 2003 of the common stock of Industries International, Incorporated
("Industries International").
Industries International's Board of Directors has approved, and a total
of 4 stockholders owning 12,234,929 shares of the 23,748,292 shares of common
stock outstanding as of October 29, 2003, have consented in writing to the
action described below. Such approval and consent constitute the approval and
consent of a majority of the total number of shares of outstanding common stock
and are sufficient under the Nevada General Corporation Law and Industries
International's By-Laws to approve the action. Accordingly, the action will not
be submitted to the other stockholders of Industries International for a vote,
and this Information Statement is being furnished to stockholders to provide
them with certain information concerning the action in accordance with the
requirements of the Securities Exchange Act of 1934 and the regulations
promulgated thereunder, including Regulation 14C.
ACTION BY BOARD OF DIRECTORS
AND
CONSENTING STOCKHOLDERS
GENERAL
Industries International will pay all costs associated with the
distribution of this Information Statement, including the costs of printing and
mailing. Industries International will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by them in
sending this Information Statement to the beneficial owners of Industries
International's common stock.
Industries International will only deliver one Information Statement to
multiple security holders sharing an address unless Industries International has
received contrary instructions from one or more of the security holders. Upon
written or oral request, Industries International will promptly deliver a
separate copy of this Information Statement and any future annual reports and
information statements to any security holder at a shared address to which a
single copy of this Information Statement was delivered, or deliver a single
copy of this Information Statement and any future annual reports and information
statements to any security holder or holders sharing an address to which
multiple copies are now delivered. You should direct any such requests to the
following address:
Industries International, Inc.
4/F. Wondial Building, Keji South 6 Road
Shenzhen High-Tech Ind. Park, Shennan Road
Shenzhen, China
Attn: Dr. Kit Tsui
86-755-2698-3856
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INFORMATION ON CONSENTING STOCKHOLDERS
Pursuant to Industries International's Bylaws and the Nevada General Corporation
Act, a vote by the holders of at least a majority of Industries International's
outstanding capital stock is required to effect the action described herein.
Industries International's Articles of Incorporation does not authorize
cumulative voting. As of the record date, Industries International had
23,748,292 voting shares of common stock issued and outstanding of which
11,874,147 shares are required to pass any stockholder resolutions. The
consenting stockholders, who consist of 4 current stockholders of Industries
International, are collectively the record and beneficial owners of 12,234,929
shares, which represents 51.52% of the issued and outstanding shares of
Industries International's common stock. Pursuant to NRS 78.320 of the Nevada
General Corporation Act, the consenting stockholders voted in favor of the
actions described herein in a joint written consent, dated October 29, 2003,
attached hereto as Exhibit A. No consideration was paid for the consent. The
consenting stockholders' names, affiliations with Industries International, and
their beneficial holdings are as follows:
---------------------------- ------------------------------ ---------------------------- --------------------
Name Affiliation Shares Beneficially Held Percentage
---------------------------- ------------------------------ ---------------------------- --------------------
Dr. Kit Tsui Chief Executive Officer 10,259,929 43.20%
---------------------------- ------------------------------ ---------------------------- --------------------
Eryan Ting 625,000 2.63%
---------------------------- ------------------------------ ---------------------------- --------------------
Zuhong Xu 700,000 2.95%
---------------------------- ------------------------------ ---------------------------- --------------------
Zujin Xu 650,000 2.74%
---------------------------- ------------------------------ ---------------------------- --------------------
---------------------------- ------------------------------ ---------------------------- --------------------
---------------------------- ------------------------------ ---------------------------- --------------------
---------------------------- ------------------------------ ---------------------------- --------------------
---------------------------- ------------------------------ ---------------------------- --------------------
---------------------------- ------------------------------ ---------------------------- --------------------
Total 12,234,929 51.52%
---------------------------- ------------------------------ ---------------------------- --------------------
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
None
PROPOSALS BY SECURITY HOLDERS
None
DISSENTERS' RIGH OF APPRAISAL
None
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of October 29, 2003, certain
information regarding the ownership of Industries International's capital stock
by each director and executive officer of Industries International, each person
who is known to Industries International to be a beneficial owner of more than
5% of any class of Industries International's voting stock, and by all officers
and directors of Industries International as a group. Unless otherwise indicated
below, to Industries International's knowledge, all persons listed below have
sole voting and investing power with respect to their shares of capital stock,
except to the extent authority is shared by spouses under applicable community
property laws.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options,
warrants or convertible securities exercisable or convertible within 60 days of
October 29, 2003 are deemed outstanding for computing the percentage of the
person or entity holding such options, warrants or convertible securities but
are not deemed outstanding for computing the percentage of any other person, and
is based on 25,010,792 shares issued and outstanding on a fully diluted basis,
as of October 29, 2003.
-------------------------- ----------------------------- -------------------------- -------------------------
Name and Address Amount and Nature Percent
Title of Of Of Beneficial Ownership Of
Class Beneficial Owners (1) Class (2)
-------------------------- ----------------------------- -------------------------- -------------------------
Common Stock Kit Tsui (3) 10,259,929 41.02%
-------------------------- ----------------------------- -------------------------- -------------------------
Common Stock Weijiang Yu (4) 50,000 0.20%
-------------------------- ----------------------------- -------------------------- -------------------------
Common Stock Guoqiong Yu (5) 13,000 0.05%
-------------------------- ----------------------------- -------------------------- -------------------------
Common Stock & Options Zhiyong Xu (6) 537,500 2.15%
-------------------------- ----------------------------- -------------------------- -------------------------
Common Stock Xiaochen Li (7) 117,974 0.47%
-------------------------- ----------------------------- -------------------------- -------------------------
-------------------------- ----------------------------- -------------------------- -------------------------
All officers and directors
as a group (5 persons) 10,978,403 43.89%
-------------------------- ----------------------------- -------------------------- -------------------------
-------------------------- ----------------------------- -------------------------- -------------------------
-------------------------- ----------------------------- -------------------------- -------------------------
-------------------------- ----------------------------- -------------------------- -------------------------
-------------------------- ----------------------------- -------------------------- -------------------------
----------------
(1) Unless otherwise noted, the address for each of the named beneficial owners
is Industries International, Inc. 4/F. Wondial Building, Keji South 6 Road
Shenzhen High-Tech Ind. Park, Shennan Road Shenzhen, China.
(2) The number of outstanding shares of common stock of the Company is based
upon 25,010,790 (23,748,292 shares of common stock of the Company and options
and warrants to purchase 1,262,500 shares of common stock of the Company).
(3) Kit Tsui is the Chief Executive Officer and Chairman of the Board of the
Company.
(4) Weijian Yu is the President, Chief Operating Officer and Director of the
Company.
(5) Guoqiong Yu is the Chief Financial Officer of the Company.
(6) Zhiyong Xu is a director of the Company. 37,500 shares of common stock of
the Company and options to purchase 500,000 shares of common stock of the
Company.
(7) Xiaochen Li is a director of the Company. CHANGE IN CONTROL
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To the knowledge of management, there are no present arrangements or
pledges of securities of the Company which may result in a change in control of
the Company.
NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDERS
The following action was taken based upon the unanimous recommendation
of Industries International's Board of Directors (the "Board") and the written
consent of the consenting stockholders:
ACTION 1
AMENDMENT TO THE ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED PREFERRED STOCK
The Board and the consenting stockholders unanimously adopted and
approved an amendment to Industries International's Articles of Incorporation to
increase the number of shares of authorized preferred stock from 2,500,000 to
15,000,000. The par value of each such preferred stock shall be $0.01 per share.
Such amendment is referred to as the "Authorized Shares Amendment." The text of
the Authorized Shares Amendment is attached hereto as Exhibit A.
Currently, Industries International has 2,500,000 shares of preferred
stock authorized, of which 0 shares are issued and outstanding as of the record
date.
The Authorized Shares Amendment will be implemented by filing the
Certificate of Amendment of Articles of Incorporation with the Secretary of
State of Nevada, a form of which is attached hereto as Exhibit B (the
"Certificate of Amendment"). Under federal securities laws, Industries
International cannot file the Certificate of Amendment until at least 20 days
after the mailing of this Information Statement. Once Industries International
files the Certificate of Amendment, Industries International will have
15,000,000 shares of authorized but unissued preferred stock available for
issuance.
The Board believes that it is advisable and in the best interests of
Industries International to have available additional authorized but unissued
shares of preferred stock in an amount adequate to provide for Industries
International's future needs. The unissued shares of preferred stock will be
available for issuance from time to time as may be deemed advisable or required
for various purposes, including the issuance of shares in connection with
financing or acquisition transactions. The Board would be able to authorize the
issuance of shares for these transactions without the necessity, and related
costs and delays, of either calling a special stockholders' meeting or of
waiting for the regularly scheduled annual meeting of stockholders in order to
increase the authorized capital. If, in a particular transaction, stockholder
approval were required by law or any stock exchanges or markets or were
otherwise deemed advisable by the Board, then the matter would be referred to
the stockholders for their approval notwithstanding that Industries
International may have the requisite number of voting shares to consummate the
transaction. Industries International has no present commitments for the
issuance or use of the proposed additional shares of preferred stock. However,
the Board believes that if an increase in the authorized number of shares of
preferred stock were to be postponed until a specific need arose, the delay and
expense incident to obtaining the approval of Industries International's
stockholders at that time could significantly impair its ability to meet
financing requirements or other objectives.
The Authorized Shares Amendment is not intended to have any
anti-takeover effect and is not part of any series of anti-takeover measures
contained in any debt instruments or the Articles of Incorporation or the Bylaws
of Industries International in effect on the date of this Information Statement.
However, Industries International stockholders should note that the availability
of additional authorized and unissued shares of preferred stock could make any
attempt to gain control of Industries International or the Board more difficult
or time consuming and that the availability of additional authorized and
unissued shares might make it more difficult to remove management. Industries
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International is not aware of any proposed attempt to take over Industries
International or of any attempt to acquire a large block of Industries
International's stock. Industries International has no present intention to use
the increased authorized preferred stock for anti-takeover purposes.
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EXHIBIT A
AUTHORIZED SHARE AMENDMENT
JOINT WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
AND
MAJORITY STOCKHOLDERS
OF
INDUSTRIES INTERNATIONAL INCORPORATED
a Nevada Corporation
The undersigned, being all of the members of the Board of Directors and
the holder of at least a majority of the outstanding capital stock of Industries
International, Inc., a Nevada corporation (the "Corporation"), acting pursuant
to the authority granted by Sections 78.385, 78.207, 78.209, 78.315 and 78.320
of the Nevada General Corporation Law, and the By-Laws of the Corporation, do
hereby adopt the following resolutions by written consent as of October 29,
2003:
AMENDMENT TO ARTICLES OF INCORPORATION
(INCREASE IN AUTHORIZED SHARES OF PREFERRED STOCK)
WHEREAS, it is proposed that the Corporation amend its Articles of
Incorporation, substantially in the form of Exhibit A attached hereto
(the "Certificate of Amendment") to increase the number of authorized
shares of its preferred stock from 2,500,000 to 15,000,000 so that
unissued shares of preferred stock will be available for issuance from
time to time as may be deemed advisable or required for various
purposes, including the issuance of shares in connection with financing
or acquisition transactions.
NOW, THEREFORE, BE IT RESOLVED, that the Articles of Incorporation of
the Corporation be amended by changing the Article thereof numbered
"FOURTH" so that, as amended, said Article shall be and read as
follows:
"This Corporation is authorized to issue two classes of stock to be
designated, respectively, preferred stock ("Preferred Stock") and
common stock ("Common Stock"). The total number of shares of capital
stock that the Corporation is authorized to issue is 140,000,000. The
total number of shares of Common Stock the Corporation shall have the
authority to issue is 125,000,000, par value $0.01 per share. The total
number of shares of Preferred Stock that the Corporation shall have the
authority to issue is 15,000,000, par value $0.01 per share. The
Corporation's capital stock may be sold from time to time for such
consideration as may be fixed by the Board of Directors, provided that
no consideration so fixed shall be less than par value.
The Board of Directors of the Corporation is expressly authorized,
subject to limitations prescribed by law and the provisions of this
Article Fourth, to provide for the issuance of the shares of Preferred
Stock from time to time in one or more series, and by filing a
certificate pursuant to the Nevada General Corporation Law, to fix the
number of shares and to determine or alter for each such series, such
voting powers, full or limited, or no voting powers, and such
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designations, preferences, and relative, participating, optional, or
other rights and such qualifications, limitations, or restrictions
thereof, as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the
issuance of such shares as may be permitted by the Nevada General
Corporation Law."
RESOLVED FURTHER, that the Certificate of Amendment be, and hereby is,
approved and adopted in all material respects;
RESOLVED FURTHER, that any officer of the Corporation, acting alone, be
and hereby is authorized, empowered and directed, for and on behalf of
the Corporation, to execute and file with the Securities and Exchange
Commission a Schedule 14C Information Statement (the "Schedule 14C")
informing the stockholders of the Corporation who are not signatory
hereto of the action taken hereby;
RESOLVED FURTHER, that, upon effectiveness of the Schedule 14C, any
officer of the Corporation, acting alone, be and hereby is authorized,
empowered and directed, for and on behalf of the Corporation, to
execute and file with the Secretary of State of the State of Nevada the
Certificate of Amendment, in accordance with applicable law;
RESOLVED FURTHER, that any officer of the Corporation, acting alone, be
and hereby is authorized, empowered and directed, for and on behalf of
the Corporation, to take such further action and execute and deliver
any additional agreements, instruments, certificates, filings or other
documents and to take any additional steps as any such officer deems
necessary or appropriate to effectuate the purposes of the foregoing
resolutions;
RESOLVED FURTHER, that any action or actions heretofore taken by any
officer of the Corporation for and on behalf of the Corporation in
connection with the foregoing resolutions are hereby ratified and
approved as the actions of the Corporation.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
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This Joint Written Consent shall be added to the corporate records of
this Corporation and made a part thereof, and the resolutions set forth above
shall have the same force and effect as if adopted at a meeting duly noticed and
held by the Board of Directors and the stockholders of this Corporation. This
Joint Written Consent may be executed in counterparts and with facsimile
signatures with the effect as if all parties hereto had executed the same
document. All counterparts shall be construed together and shall constitute a
single Joint Written Consent.
DIRECTORS:
/s/ Dr. Kit Tsui
------------------------------------
Dr. Kit Tsui
/s/ Weijiang Yu
------------------------------------
Weijiang Yu
/s/ Zhiyong Xu
------------------------------------
Zhiyong Xu
STOCKHOLDERS:
/s/ Dr. Kit Tsui
------------------------------------
Dr. Kit Tsui
Shares: 10,259,929
shares Date:
October 31, 2003
/s/ Eryan Ting
------------------------------------
Eryan Ting
Shares: 625,000 shares
Date: October 31, 2003
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/s/ Zuhong Xu
------------------------------------
Zuhong Xu
Shares: 700,000 shares
Date: October 31, 2003
/s/ Zujin Xu
------------------------------------
Zujin Xu
Shares: 650,000 shares
Date: October 31, 2003
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Exhibit B
CERTIFICATE OF AMENDMENT
STATE of NEVADA
CERTIFICATE PURSUANT TO
SECTION 78.209 of
THE NEVADA GENERAL CORPORATION LAW
INDUSTRIES INTERNATIONAL INCORPORATED, a corporation organized under and by
virtue of the Nevada General Corporation Law (the "Corporation"), pursuant to
Sections 78.385, 78.207, 78.209, 78.320 AND 78.315 of the Nevada General
Corporation Law,
DOES HEREBY CERTIFY:
FIRST: On October 29, 2003, the Board of Directors and a majority of
the stockholders of this Corporation, acting by written consent in accordance
with Sections 78.207, 78.209, 78.320 and 78.315 of the Nevada General
Corporation Law, duly adopted resolutions whereby the Articles of Incorporation
be amended to increase the authorized number of shares of Preferred Stock (the
"Preferred Stock Increase").
SECOND: Prior to the Preferred Stock Increase, the total current number
of shares that the Corporation is authorized to issue is 127,500,000. The total
number of shares of common stock that the Corporation is authorized to issue is
125,000,000, par value $0.01 per share. The total number of shares of preferred
stock that the Corporation is authorized to issue is 2,500,000, par value $0.01
per share.
THIRD: Upon effectiveness of the Preferred Stock Increase, the total
current number of shares that the Corporation is authorized to issue is
140,000,000. The total number of shares of common stock that the Corporation is
authorized to issue after the Preferred Stock Increase is 125,000,000, par value
$0.01 per share. The total number of shares of preferred stock that the
Corporation is authorized to issue after the Preferred Stock Increase is
15,000,000, par value $0.01 per share.
FOURTH: Stockholder approval for this Preferred Stock Increase was
obtained by written consent in accordance with Section 78.320 of the Nevada
General Corporation Law.
FIFTH: The change in the number of shares of the Corporation's
preferred stock that the Corporation is authorized to issue shall become
effective upon filing of this Certificate of Amendment with the Secretary of
State of the State of Nevada.
SIXTH: Pursuant to Section 78.207 and in furtherance of the Preferred
Stock Increase, the Corporation amends Article FOURTH of its Articles of
Incorporation and is restated in its entirety as follows:
"This Corporation is authorized to issue two classes of stock to be
designated, respectively, preferred stock ("Preferred Stock") and
common stock ("Common Stock"). The total number of shares of capital
stock that the Corporation is authorized to issue is 140,000,000. The
total number of shares of Common Stock the Corporation shall have the
authority to issue is 125,000,000, par value $0.01 per share. The total
number of shares of Preferred Stock that the Corporation shall have the
authority to issue is 15,000,000, par value $0.01 per share. The
Corporation's capital stock may be sold from time to time for such
consideration as may be fixed by the Board of Directors, provided that
no consideration so fixed shall be less than par value.
The Board of Directors of the Corporation is expressly authorized,
subject to limitations prescribed by law and the provisions of this
Article Fourth, to provide for the issuance of the shares of Preferred
Stock from time to time in one or more series, and by filing a
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certificate pursuant to the Nevada General Corporation Law, to fix the
number of shares and to determine or alter for each such series, such
voting powers, full or limited, or no voting powers, and such
designations, preferences, and relative, participating, optional, or
other rights and such qualifications, limitations, or restrictions
thereof, as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the
issuance of such shares as may be permitted by the Nevada General
Corporation Law."
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IN WITNESS WHEREOF, the undersigned Corporation has caused this
Certificate of Amendment of Articles of Incorporation to be signed by a duly
authorized officer this 29th day of October, 2003.
INDUSTRIES INTERNATIONAL
INCORPORATED
/s/ Dr. Kit Tsui
----------------------------------
By: Dr. Kit Tsui
Its: Chief Executive Officer
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