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
AccessTel, Inc.
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(Name of Registrant as Specified in Its Charter)
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ACCESSTEL, INC.
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held March 15, 2004
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TO OUR STOCKHOLDERS:
A special meeting of stockholders of AccessTel, Inc., will be held at 101
West Mineral Avenue, Denver, Colorado 80120, on Monday, March 15, 2004, at 10:00
a.m., Rocky Mountain Standard Time. The purposes of the meeting are:
1. To consider and act upon a proposal to authorize an amendment to the
Articles of Incorporation to change our company's name from "AccessTel, Inc." to
"Euro Offline, Inc."
2. To consider and act upon a proposal to permit our company to take action
by written consent of a majority of the stockholders entitled to vote with
respect to the subject matter of the action.
3. To transact such other business as may properly come before the meeting,
or any adjournment thereof.
The Board of Directors has fixed the close of business on February 2, 2004,
as the record date. Holders of our common stock of record at the close of
business on the record date are entitled to receive notice of and to vote at the
meeting, or any adjournment of the meeting.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The accompanying Information Statement is furnished on behalf of the Board
of Directors pursuant to Section 14(c) of the Securities Exchange Act of 1934 to
provide notice of the meeting.
By Order of the Board of Directors,
/s/ Thomas Rowan
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Thomas Rowan, Secretary
Denver, Colorado
Dated: February 10, 2004
ACCESSTEL, INC.
101 West Mineral Avenue
Denver, Colorado 80120
INFORMATION STATEMENT
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This Information Statement is furnished by the Board of Directors of
AccessTel, Inc., to provide notice of a special meeting of stockholders to be
held at 101 West Mineral Avenue, Denver, Colorado 80120, on Monday, March 15,
2004, at 10:00 a.m., Rocky Mountain Standard Time, or any adjournment of the
meeting, for the purposes set forth in the foregoing Notice of Special Meeting
of Stockholders.
Our Board of Directors has fixed the close of business on February 2, 2004,
as the record date for the determination of stockholders who are entitled to
notice of and to vote at the meeting, or any adjournment of the meeting. There
were 34,781,031 shares of common stock issued and outstanding on February 2,
2004. We anticipate that this Information Statement will be mailed or furnished
on or about February 21, 2004, to all stockholders of record as of the record
date.
Messrs. Randall L. Middleton and Thomas Rowan, our executive officers,
directors and controlling stockholders, will vote their shares of common stock
in favor of the name change and the proposal to permit us to take action by
majority written consent of stockholders.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT,
BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE ACTION TO BE
TAKEN AT THE SPECIAL MEETING OF STOCKHOLDERS, INCLUDING APPROVAL OF THE NAME
CHANGE AMENDMENT AND PERMISSION FOR US TO TAKE ACTION BY MAJORITY WRITTEN
CONSENT OF STOCKHOLDERS.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
PLEASE NOTE THAT THIS IS NOT AN OFFER TO PURCHASE YOUR SHARES.
We will bear the cost of the distribution of the Notice of Special Meeting
of Stockholders and Information Statement to stockholders. We may also make
arrangements with brokers, fiduciaries, custodians and nominees to send the
Notice of Special Meeting of Stockholders and Information Statement to the
beneficial owners of our common stock held of record by these persons. Upon
request, we will reimburse these organizations for their reasonable
out-of-pocket expenses incurred in forwarding this Information Statement and
Notice of Special Meeting of Stockholders to their clients.
RECORD DATE AND VOTING RIGHTS
Our common stock is our only outstanding class of voting securities.
Stockholders of record at the close of business on February 2, 2004, the record
date for determining stockholders entitled to notice, are the only stockholders
entitled to vote at the meeting. As of the record date, there were 34,781,031
shares of our common stock outstanding and entitled to vote. Each stockholder
entitled to vote shall have one vote for each share of common stock registered
in the stockholder's name on our books as of the record date. A complete list of
our stockholders entitled to vote at the meeting will be available and open to
the examination of any stockholder for any purpose germane to the meeting during
ordinary business hours from and after February 23, 2004, at our office, 101
West Mineral Avenue, Denver, Colorado 80120.
QUORUM FOR MEETING
Our Bylaws require that 30% of the outstanding shares entitled to vote,
present in person or by proxy, shall constitute a quorum for the conduct of
business at all meetings of stockholders. A total of 27,500,000 shares,
representing 79% of our outstanding shares, of common stock owned by Messrs.
Randall L. Middleton and Thomas Rowan, our executive officers and directors,
will be present in person at the meeting. Thus, there will be a quorum for
purposes of approving the proposed amendment to the Articles of Incorporation to
change our name and the proposal to permit us to take action by majority written
consent of stockholders without calling a stockholders' meeting.
VOTING AT MEETING
On January 19, 2004, our Board of Directors unanimously approved an
amendment to our Articles of Incorporation that would change our name from
"AccessTel, Inc.," to "Euro Offline, Inc.," and the proposal to permit our
company to take action by written consent of a majority of the stockholders
entitled to vote with respect to the subject matter of the action. Our Board of
Directors directed that these matters be submitted for approval at a special
meeting of stockholders. At the special meeting of stockholders to be held on
March 15, 2004, stockholders holding 79% of our outstanding voting stock will
approve the Articles of Amendment to the Articles of Incorporation of AccessTel,
Inc., the form of which is attached to this Information Statement as Exhibit A,
and the proposal to permit our company to take action by the stockholders'
majority written consent. The proposed Articles of Amendment to the Articles of
Incorporation of AccessTel, Inc., will become effective when they are filed with
the Utah Secretary of State. We anticipate that this filing will occur shortly
following the meeting. The proposal to permit us to take action by majority
written consent of stockholders will take effect upon its approval at the
meeting.
NAME CHANGE
Purpose of Name Change
On December 16, 2003, we purchased all of the issued and outstanding shares
of common stock of Euro Offline, Inc., a privately-held, Colorado corporation
with offices in Littleton, Colorado. Euro Offline is a retailer of high-end,
modern furniture, dealing exclusively in European lines such as DeSede
(Switzerland), Minotti, MDF, Cappellini and Bonacina (Italy) and Walter Knoll
and Draenert (Germany). In light of this new strategic focus, our Board of
Directors has determined that it is in our best interest to adopt a name more
readily identifiable with our current business plan. Our Board of Directors
approved the change of name of our company to "Euro Offline, Inc.," to more
accurately reflect our future business. Consequently, the Board of Directors has
recommended changing our name from "AccessTel, Inc.," to "Euro Offline, Inc."
Effects of Name Change
Changing our name will not have any effect on our corporate status, the
rights of stockholders or the transferability of outstanding stock certificates.
Outstanding stock certificates bearing the name "AccessTel, Inc.," will continue
to be valid and represent shares of common stock of Euro Online, Inc., a Utah
corporation, following the name change. In the future, new stock certificates
will be issued bearing our new name, but this will in no way affect the validity
of your current stock certificates.
In connection with our name change, our trading symbol on the
Over-The-Counter Bulletin Board will change. Our common stock now trades on the
Over-The-Counter Bulletin Board under the trading symbol "ACST."
Vote Required
Our Bylaws provide that a majority of the votes cast at the meeting by the
holders of our outstanding common stock is required to authorize an amendment to
the Articles of Incorporation to change our company's name from "AccessTel,
Inc." to "Euro Offline, Inc." Messrs. Randall L. Middleton and Thomas Rowan, our
executive officers and directors and holders of 27,500,000 shares of our common
stock, representing approximately 79% of our outstanding voting stock, will vote
at the special meeting of stockholders to be held on March 15, 2004, in favor of
the proposal to approve an amendment to our Articles of Incorporation that would
change our name.
Amendment to Articles of Incorporation
On January 19, 2004, our Board of Directors approved, subject to receiving
the approval of the stockholders of our common stock, the amendment to our
Articles of Incorporation in the form of Exhibit A attached to this Information
Statement, to change the name of our company from "AccessTel, Inc.," to "Euro
Offline, Inc." We will obtain stockholder approval for the change of name by the
affirmative vote of stockholders owning 27,500,000 shares of our common stock,
which represent 79% of our outstanding shares of common stock on the record date
of February 2, 2004. The change of name will not become effective until the
Articles of Amendment to the Articles of Incorporation of AccessTel, Inc., in
the form of Exhibit A, are filed with the Utah Secretary of State. We expect to
make the appropriate filing as soon as practicable after the meeting, a period
of not less than twenty days after a definitive Information Statement is first
mailed to stockholders of our common stock.
Dissenters' Rights
Under the Utah Revised Business Corporation Act, stockholders are not
entitled to dissenters' rights of appraisal in connection with the change of our
name.
AUTHORITY TO TAKE ACTION BY MAJORITY WRITTEN CONSENT
OF STOCKHOLDERS
Purpose of Proposal
On January 19, 2004, our Board of Directors approved the proposal to permit
our company to take action by written consent of a majority of the stockholders
entitled to vote with respect to the subject matter of the action. Our Board's
purpose in approving this proposal is to enable us to take action required to be
approved by the stockholders without the necessity of actually calling and
holding a meeting if the holders of the requisite number of shares of voting
stock entitled to vote approve of the action. Section 16-10a-1704 of the Utah
Revised Business Corporation Act prohibits corporations in existence prior to
July 1, 1992, like ours, from taking action by written consent of fewer than all
of the stockholders entitled to vote with respect to the subject matter of the
action, until the date a resolution providing otherwise is approved at a duly
convened meeting of stockholders, by the vote of the same percentage of
stockholders of each voting group as would be required to include the resolution
in an amendment to the articles of incorporation. There is no greater voting
requirement under our Articles of Incorporation or Utah law to include the
proposal to permit us to take action by majority written consent of stockholders
in an amendment to our Articles of Incorporation, than is required to approve
any other action.
Our company's ability to act by majority written consent, without the
necessity of calling and holding a stockholders' meeting in those instances
where holders of the requisite number of shares of voting stock entitled to vote
approve of the action, will save us money and time because the notice and/or
information statement required to be distributed to stockholders will be less
complicated and more concise, thus permitting savings in attorneys' fees and
printing and mailing costs, and management will not be required to call and hold
a meeting. Consequently, the Board of Directors has recommended approval of the
proposal, pursuant to subsection (4)(b) of Section 16-10a-1704 of the Utah
Revised Business Corporation Act, to permit our company to take action by
written consent of a majority of the stockholders entitled to vote with respect
to the subject matter of the action.
Effects of Approval of Proposal
Approval of the proposal to permit our company to take action by written
consent of a majority of the stockholders entitled to vote with respect to the
subject matter of the action, will not have any effect on our corporate status
or the transferability of outstanding stock certificates. The rights of
stockholders will only be affected in that we will not hold, and, accordingly,
they will have no right to attend, a meeting to approve action that we take by
majority written consent of stockholders. However, this action would be approved
at a stockholders' meeting in any event because stockholders with the requisite
number of shares of voting stock required to approve the action by majority
written consent, would vote to approve the action at the meeting.
Vote Required
Our Bylaws provide that a majority of the votes cast at the meeting by the
holders of our outstanding common stock is required to approve the proposal to
enable our company to take action by written consent of a majority of the
stockholders entitled to vote with regard to the subject matter of the action,
in lieu of calling and holding a special meeting of the stockholders. Messrs.
Randall L. Middleton and Thomas Rowan, stockholders who own 27,500,000 shares of
our common stock, representing approximately 79% of the total number of our
outstanding shares of common stock, will vote at the special meeting of
stockholders to be held on March 15, 2004, in favor of the proposal to permit us
to conduct business by majority written consent rather than by action taken at a
duly called meeting of the stockholders.
Dissenters' Rights
Under Utah law, stockholders are not entitled to dissenters' rights of
appraisal in connection with the approval of the proposal to permit us to take
action by written consent of a majority of the stockholders entitled to vote
with regard to the subject matter of the action.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the ownership
of our common stock as of the record date on February 2, 2004, by each
stockholder known by us to be the beneficial owner of more than 5% of our
outstanding shares of common stock, each director and executive officer and all
directors and executive officers as a group. Each of our stockholders has sole
voting and investment power with respect to the shares he beneficially owns.
Shares
Name and Address of Beneficially Percent
Beneficial Owner Owned of Class
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Randall L. Middleton 13,750,000 39.5%
101 West Mineral Avenue
Littleton, Utah 80120
Thomas Rowan 13,750,000 39.5%
101 West Mineral Avenue
Littleton, Utah 80120
All Directors and Executive
Officers of AccessTel 27,500,000 79.0%
as a Group (two persons)
As of the record date, there were 34,781,031 shares of common stock issued
and outstanding and entitled to vote. Each share of common stock entitles its
holder to one vote. Messrs. Middleton and Rowan serve as our executive officers
and members of our Board of Directors.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO
MATTERS TO BE ACTED UPON
Except as disclosed elsewhere in this Information Statement, none of the
following persons has any substantial interest, direct or indirect, by security
holdings or otherwise, in any matter to be acted upon:
(i) Any director or officer since the beginning of our last fiscal year;
(ii) Any proposed nominee for election as a director; or
(iii) Any associate or affiliate of any of the foregoing persons.
The shareholdings of our directors and officers are listed above in the section
entitled "Principal Stockholders and Security Ownership of Management." No
director has advised that he intends to oppose the change of name or the
proposal to permit us to take action by majority written consent of
stockholders, as more particularly described in this Information Statement.
ADDITIONAL INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934 and, in accordance with the Securities Exchange Act of 1934, file
reports, proxy statements and other information, including annual reports on
Form 10-KSB and quarterly reports on Form 10-QSB, with the Securities and
Exchange Commission. Reports and other information that we file can be inspected
and copied at the public reference facilities maintained at the Securities and
Exchange Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of these materials can be obtained upon written request addressed
to the Securities and Exchange Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The public may obtain
information on the operation of the Public Reference Section by calling the
Securities and Exchange Commission at 1-800-SEC-0330. The Securities and
Exchange Commission also maintains a web site on the Internet where reports,
proxy and information statements and other information regarding issuers that
file electronically with the Securities and Exchange Commission through the
Electronic Data Gathering, Analysis and Retrieval System may be obtained free of
charge. The address of the site is http://www.sec.gov.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
AccessTel, Inc., has duly caused this report to be signed by the undersigned
thereunto authorized.
ACCESSTEL, INC.
By: /s/ Randall L. Middleton
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Randall L. Middleton, President
Denver, Colorado
February 10, 2004
Exhibit A
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
ACCESSTEL, INC.
Pursuant to the provisions of Section 16-10-1001 of the Utah Revised
Business Corporation Act, the undersigned corporation hereby adopts the
following Articles of Amendment to its Articles of Incorporation.
FIRST: The name of the corporation is AccessTel, Inc.
SECOND: The following amendment to the Articles of Incorporation of
AccessTel, Inc., was duly adopted by the shareholders of the corporation at a
meeting held on March 15, 2004, in the manner prescribed by the Utah Revised
Business Corporation Act, to-wit:
ARTICLE I - NAME
The name of this corporation is Euro Offline, Inc.
THIRD: The number of shares of common stock of the corporation outstanding
at the time of the adoption of such amendment was 34,781,031 and the number of
shares entitled to vote thereon was 34,781,031.
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows, to-wit:
Class Number of Shares
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Common 34,781,031
FIFTH: The number of shares of common stock voted for such amendment was
27,500,000, with -0- opposing and -0- abstaining.
SIXTH: This amendment does not provide for any exchange, reclassification
or cancellation of issued shares.
SEVENTH: This amendment does not effect a change in the stated capital of
the corporation.
IN WITNESS WHEREOF, the undersigned President and Secretary, having been
thereunto duly authorized, have executed the foregoing Articles of Amendment on
behalf of the corporation on the 15th day of March, 2004.
ACCESSTEL, INC.
By:
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Randall L. Middleton, President
By:
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Thomas Rowan, Secretary