UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange
Act of 1934(Amendment No. )
-------
Check the appropriate box:
[ X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
EVOLVE ONE, INC.
(Name of Registrant As Specified in 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.:
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(4) Date Filed:
EVOLVE ONE, INC.
5301 N. Federal Highway, Suite 120
Boca Raton, FL 33487
Dear Stockholders:
We are writing to advise you that we intend to amend our Certificate
of Incorporation to effect a 1 for 100 reverse stock split of our outstanding
common stock. This action was approved on May 25, 2006 by our Board of
Directors. In addition, three individuals who hold a majority of our issued and
outstanding voting securities have approved this action, with an effective date
of _______, 2006, by written consent in lieu of a special meeting in accordance
with the relevant sections of the Delaware GeneralCorporation Law. We will file
the Certificate of Amendment to our Certificate of Incorporation with the
Secretary of State of Delaware, a copy of which is attached hereto as Exhibit A,
which will specify an effective date of________, 2006.
As described hereafter, it is hoped that these actions will result in
an increase in the market price of our common stock which our Board believes
will assist us in attracting possible acquisition candidates and may make an
investment in our company more attractive to institutional investors and the
investing public as well as increasing our ability to raise working capital.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
No action is required by you. The accompanying information statement is
furnished only to inform our stockholders of the actions described above before
they take place in accordance with Rule 14c-2 of the Securities Exchange Act of
1934. This information statement is first mailed to you on or about_________,
2006.
Please feel free to call us at (561) 989-9171 should you have any
questions on the enclosed Information Statement. We thank you for your continued
interest in Evolve One.
For the Board of Directors of
Evolve One, Inc.
By: _____________________________
Alvin Siegel, Director and CEO
EVOLVE ONE, INC.
Post Office Box 859
Tallevast, Florida 34270
Telephone (941) 351-2720
INFORMATION STATEMENT REGARDING
ACTION TO BE TAKEN BY WRITTEN CONSENT OF
MAJORITY STOCKHOLDERS
IN LIEU OF A SPECIAL MEETING
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the stockholders of
Evolve One, Inc. in connection with the adoption of a Certificate of Amendment
to our Certificate of Incorporation by written consent of our Board of Directors
and the holders of a majority of our issued and outstanding voting securities in
lieu of a special meeting. On May 25, 2006 our Board of Directors approved an
amendment to our Certificate of Incorporation effecting a reverse stock split of
our issued and outstanding shares of common stock on the basis of 1:100 (the
"Amendment"). This action will become effective on _____, 2006 (the "Effective
Date of the Amendment") in accordance with the written consent of the holders of
a majority of our issued and outstanding common stock and the filing of the
Amendment with the Secretary of State of Delaware in accordance with the
relevant sections of the Delaware General Corporation Law.
As of May __, 2006 there are 52,451,348 shares of our common stock
issued and outstanding. The following individuals who collectively own
approximately 79% of our outstanding common stock, which is in excess of the
required majority of our outstanding voting securities necessary for the
adoption of this action, have executed a written consent approving the
Amendment:
Stockholder No. of Shares Owned
Progress Partners, Inc 16,622,831
Yewen Xi 16,622,831
David Stein 8,311,417
---------
41,557,079
Alvin Siegel, our sole director and Chief Executive Officer, is the
principal of Progress Partners, Inc. Neither Yewen Xi or David Stein are
officers or directors of Evolve One. The full text of the Amendment is attached
to this information statement as Exhibit A.
The reverse stock split, when implemented, will not change the number
of authorized shares of common stock or the par value of the common stock.
Except for any changes as a result of the treatment of fractional shares, each
stockholder who owns 100 or more shares will hold the same percentage of common
stock outstanding immediately following the reverse stock split as the
stockholder did immediately prior to the reverse stock split.
As described hereafter, it is hoped that these actions will result in
an increase in the market price of our common stock which our Board believes may
make our company more attractive to possible acquisition candidates and may make
an investment in our company more attractive to institutional investors and the
investing public as well as increasing our ability to raise working capital. We
cannot assure you, however, that the reverse stock split will result in either a
lasting increase in the market price of our common stock or otherwise make our
company more attractive to acquisition candidates or potential investors.
The elimination of the need for a meeting of stockholders to approve
this action is made possible by Section 228 of the Delaware General Corporation
Law which provides that the written consent of the holders of outstanding shares
of voting capital stock, having not less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted, may be substituted for
such a meeting. In order to eliminate the costs involved in holding a special
meeting, our Board of Directors voted to utilize the written consent of the
holders of a majority in interest of our voting securities.
Pursuant to Section 228 of the Delaware General Corporation Law, we are
required to provide prompt notice of the taking of the corporate action without
a meeting of stockholders to all stockholders who did not consent in writing to
such action. This Information Statement serves as this notice. This Information
Statement is first being mailed on or about _______, 2006 to stockholders of
record, and is being delivered to inform you of the corporate actions described
herein before they take effect in accordance with Rule 14c-2 of the Securities
Exchange Act of 1934. No dissenter's rights are afforded to our stockholders
under Delaware law as a result of the adoption of the Amendment.
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 voting securities held of record by them and we will reimburse
such persons for out-of-pocket expenses incurred in forwarding such material.
OUR PRINCIPAL STOCKHOLDERS
Our voting securities are comprised of our common stock. The holders of
our shares of common stock are entitled to one vote for each outstanding share
on all matters submitted to our stockholders. The following table contains
information regarding record ownership of our common stock as of May __, 2006
held by:
* persons who own beneficially more than 5% of our outstanding
voting securities,
* our directors,
* named executive officers, and
* all of our directors and officers as a group.
A person is deemed to be the beneficial owner of securities that can
be acquired by such a person within 60 days from May __, 2006, upon exercise of
options, warrants or convertible securities. Each beneficial owner's percentage
ownership is determined by assuming that options, warrants and convertible
securities that are held by such a person (but not those held by any other
person) and are exercisable within 60 days from that date have been exercised.
Unless otherwise indicated, the address of each of the listed beneficial owners
identified is Post Office Box 859, Tallevast, Florida 34270.
Name of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership of Class
Alvin Siegel(1) 16,622,831 31.75%
All officers and directors
as a group (one person)(1) 16,622,831 31.75%
Progress Partners, Inc 16,622,831 31.75%
Yewen Xi 16,622,831 31.75%
David Stein 8,311,417 15.8%
Dr. Irwin Horowitz(2) 68,158,530 56.5%
Diversifax, Inc.(2) 68,158,530 56.5%
(1) Includes 16,622,831 shares of common stock owned of record by Progress
Partners, Inc. Mr. Siegel holds voting and dispositive control over the
securities held by Progress Partners, Inc.
(2) Includes 447,398 shares of our common stock presently outstanding together
with options to purchase 55,000,000 shares of our common stock with exercise
prices ranging from $0.001 to $0.30 per share and common stock purchase warrants
to purchase 6,000,000 shares of our common stock with exercise prices ranging
from $0.075 to $0.15 per share owned individually by Dr. Horowitz and 711,132
shares of our common stock presently outstanding together with common stock
purchase warrants to purchase 6,000,000 shares of our common stock with exercise
prices ranging from $0.075 to $0.15 per share owned of record by Diversifax,
Inc. Dr. Horowitz holds voting and dispositive control over the securities held
by Diversifax, Inc.
THE AMENDMENT
At May __, 2006, we had 52,451,348 shares of our common stock issued
and outstanding. The Amendment provides that each one hundred (100) shares of
our common stock outstanding immediately prior to the Effective Date of the
Amendment (the "Old Shares") will be automatically converted into one (1) share
of our common stock (the "New Shares"), thereby reducing the number of
outstanding shares of our common stock to approximately 524,513 shares, subject
to rounding or the issuance of additional shares of our common stock. The
Amendment does not change the par value of our common stock or the number of
shares of our common stock authorized for issuance. We have no present
intention, however, to issue any additional shares of our common stock before
the Effective Date of the Amendment.
Purpose and Effect of Amendment.
Our common stock is currently quoted on the OTC Bulletin Board under
the symbol "EVLO." On _____, 2006 the last sale price of our common stock was $.
_____per share. Our Board of Directors believes that our relatively low
per-share market price of our common stock impairs the acceptability of our
common stock to potential acquisition candidates, certain members of the
investing public, including institutional investors, as well as adversely
effecting our ability to raise additional working capital.
As disclosed in our public reports filed with the Securities and
Exchange Commission, a result of competition in the marketplace and a lack of
sufficient working capital, during October 2005 we determined that our business
model was unprofitable and decided to discontinue the balance of our operations.
As a result, we intend to seek to acquire assets or shares of an entity actively
engaged in business which generates revenues, in exchange for our securities.
Our ability to continue as a going concern is dependent on our ability to
identify and close a business combination with an operating entity. Potential
acquisition candidates may find the low-price of our stock unattractive which
may preclude us from locating and acquiring an operating business. We have not
yet identified any such opportunities, and we cannot assure you that we will be
able to identify any appropriate business opportunities, or, if identified, that
we will be able to close a transaction which is inevitably beneficial to our
stockholders.
In addition, many analysts will not or are not permitted to initiate
coverage on any securities that trade below $5.00 and certain investors view
low-priced stock as unattractive or, as a matter of policy, are precluded from
purchasing low-priced securities. However, certain other investors may be
attracted to low-priced stock because of the greater trading volatility
sometimes associated with such securities.
Because brokerage commissions on low-priced stocks generally represent
a higher percentage of the stock price than commissions on higher priced stocks,
the current share price of our common stock can result in individual
stockholders paying transaction costs (commissions, markups or markdowns) that
represent a higher percentage of their total share value than would be the case
if the share price were substantially higher. This factor also may limit the
willingness of institutions to purchase our common stock at its current price
levels.
For these reasons our Board of Directors has chosen to adopt and
recommend the Amendment. We are not, however, a party to any binding agreement,
acquisition agreement or agreement to raise additional working capital other
than which has been publicly announced, nor can we be certain that the reverse
stock split will have a long-term positive effect on the market price of our
common stock, or increase our abilities to enter into acquisition or financing
arrangements in the future.
The market price of our common stock is also based on factors which may
be unrelated to the number of shares outstanding. These factors include our
performance, general economic and market conditions and other factors, many of
which are beyond our control. The market price per new share of the New Shares
may not rise or remain constant in proportion to the reduction in the number of
Old Shares outstanding before the reverse stock split. Accordingly, the total
market capitalization of common stock after the reverse stock split may be lower
than the total market capitalization before the reverse stock split. In the
future, the market price of common stock following the reverse stock split may
not equal or exceed the market price prior to the reverse stock split. In many
cases, the total market capitalization of a company following a reverse stock
split is lower than the total market capitalization before the reverse stock
split.
The reverse stock split will affect all of the holders of our common
stock uniformly. Any fractional shares existing as a result of the reverse stock
split shall be rounded to the next higher whole number to those stockholders who
are entitled to receive them as a consequence of the reverse stock split. On the
Effective Date of the Amendment, each stockholder will own a reduced number of
shares of our common stock, but will hold the same percentage of the outstanding
shares as the stockholder held prior to the Effective Date of the Amendment.
The liquidity of our common stock may be adversely affected by the
reduced number of shares outstanding after the reverse stock split. In addition,
the split will increase the number of stockholders who own odd-lots. An odd-lot
is fewer than 100 shares. Such stockholders may experience an increase in the
cost of selling their shares and may have greater difficulty in making sales.
The reverse stock split will not affect the par value of our common
stock. As a result, on the Effective Date of the Amendment, the stated capital
on our balance sheet attributable to our common stock will be reduced in
proportion with the reverse stock split and our additional paid-in capital
account will be credited with the amount by which the stated capital is reduced.
These accounting entries will have no impact on total stockholders' equity. All
share and per share information will be retroactively adjusted following the
Effective Date of the Amendment to reflect the reverse stock split for all
periods presented in future filings.
The Board considered reducing the number of shares of authorized common
stock in connection with the reverse stock split, but determined that the
availability of additional shares may be beneficial to our company in the future
for possible issuances. The availability of additional authorized shares will
allow the Board to issue shares for corporate purposes, if appropriate
opportunities should arise, without further action by the stockholders or the
time delay involved in obtaining stockholder approval (except to the extent that
approval is otherwise required by applicable law). Such purposes could include
meeting requirements for capital expenditures or working capital or, depending
on the market conditions, effecting future acquisitions of other businesses
through the issuance of shares of our common stock or securities convertible
into shares of our common stock.
Because the reverse stock split results in an increased number of
authorized but unissued shares of our common stock, it may be construed as
having an anti-takeover effect. Although the reverse stock split is not being
undertaken by the Board for this purpose, in the future the Board could, subject
to its fiduciary duties and applicable law, use the increased number of
authorized but unissued shares to frustrate persons seeking to take over or
otherwise gain control of our company by, for example, privately placing shares
with purchasers who might side with the Board in opposing a hostile takeover
bid. Shares of common stock could also be issued to a holder that would
thereafter have sufficient voting power to assure that any proposal to amend or
repeal our Bylaws or certain provisions of our Certificate of Incorporation
would not receive the requisite vote. Such uses of our common stock could render
more difficult, or discourage, an attempt to acquire control of our company if
such transactions were opposed by the Board. However, it is also possible that
an indirect result of the anti-takeover effect of the reverse stock split could
be that stockholders will be denied the opportunity to obtain any advantages of
a hostile takeover, including, but not limited to, receiving a premium to the
then current market price of our common stock, if the same was so offered by a
party attempting a hostile takeover of Evolve One. We are not aware of any
party's interest in or efforts to engage in a hostile takeover attempt as of the
date of this Information Statement.
The reverse stock split will have the following effects upon our common
stock:
* The number of shares owned by each holder of common stock will
be reduced one hundred fold;
* The number of shares of our common stock which will be issued
and outstanding after the reverse stock split will be reduced
from 52,451,348 shares to approximately 524,513 shares;
* The per share loss and net book value of our common stock will
be increased because there will be a lesser number of shares
of our common stock outstanding;
* The par value of the common stock will remain $0.0001 per
share;
* The stated capital on our balance sheet attributable to the
common stock will be decreased 100 times its present amount
and the additional paid-in capital account will be credited
with the amount by which the stated capital is decreased; and
* All outstanding options, warrants, and convertible securities
entitling the holders thereof to purchase shares of common
stock will enable such holders to purchase, upon exercise
thereof, 100 times fewer of the number of shares of common
stock which such holders would have been able to purchase upon
exercise thereof immediately preceding the reverse stock
split, at the same aggregate price required to be paid
therefore upon exercise thereof immediately preceding the
reverse stock split.
The shares of common stock after the reverse stock split will be fully
paid and non-assessable. The Amendment will not change any of the other the
terms of our common stock. The shares of common stock after the reverse stock
split will have the same voting rights and rights to dividends and distributions
and will be identical in all other respects to the shares of common stock prior
to the reverse stock split.
Because the number of authorized shares of our common stock will not be
reduced, the overall effect will be an increase in authorized but unissued
shares of our common stock as a result of the reverse stock split. These shares
may be issued by our Board of Directors in its sole discretion. Any future
issuance will have the effect of diluting the percentage of stock ownership and
voting rights of the present holders of our common stock.
Manner of Effecting the Amendment.
The reverse stock split will be effected by the filing of the Amendment
with the Secretary of State of the State of Delaware. The Amendment will specify
the effective date of the Amendment as ________, 2006, which is 20 days after
this Information Statement was first mailed to our stockholders. The record date
for the reverse split is_______, 2006 and the effective date of the reverse
stock split will be the Effective Date of the Amendment. No scrip or fractional
shares will be issued. Fractional shares will be rounded up to the nearest whole
share. We will bear the costs of the issuance of the additional stock
certificates.
Our common stock will be quoted on the OTC Bulletin Board at the
post-split price on the Effective Date of the Amendment.
Following the reverse split, the share certificates representing the
shares will continue to be valid. In the future, new share certificates will be
issued reflecting the reverse stock split, but this in no way will effect the
validity of your current share certificates. The reverse split will occur on the
Effective Date of the Amendment without any further action on the part of our
stockholders. After the Effective Date of the Amendment, each share certificate
representing the shares prior to the reverse stock split will be deemed to
represent 1/100th share of our common stock. Certificates representing the
shares after the reverse stock split will be issued in due course as share
certificates representing shares prior to the reverse stock split are tendered
for exchange or transfer to our transfer agent. We request that stockholders do
not send in any of their stock certificates at this time.
As applicable, new share certificates ("New Shares") evidencing shares
following the reverse stock split that are issued in exchange for share
certificate prior to the reverse stock split ("Old Shares") representing
restricted shares will contain the same restrictive legend as on the old
certificates. Also, for purposes of determining the term of the restrictive
period applicable to the shares after the reverse stock split, the time period
during which a stockholder has held their existing pre-split shares will be
included in the total holding period.
Certain Federal Income Tax Consequences
The reverse stock split should not result in any recognition of gain or
loss. The holding period of the New Shares will include the stockholder's
holding period for the corresponding Old Shares owned prior to the reverse stock
split. The adjusted basis of the New Shares (including the original shares) will
be equal to the adjusted basis of a stockholder's original shares.
Notwithstanding the foregoing, the federal income tax consequences of the
receipt of an additional share in lieu of a fractional interest is not clear but
may result in tax liabilities which should not be material in amount in view of
the low value of the fractional interest. Our beliefs regarding the tax
consequence of the reverse stock split are not binding upon the Internal Revenue
Service or the courts, and there can be no assurance that the Internal Revenue
Service or the courts will accept the positions expressed above. This summary
does not purport to be complete and does not address the tax consequences to
holders that are subject to special tax rules, such as banks, insurance
companies, regulated investment companies, personal holding companies, foreign
entities, nonresident foreign individuals, broker-dealers and tax exempt
entities. The state and local tax consequences of the reverse stock split may
vary significantly as to each stockholder, depending upon the state in which he
or she resides.
The foregoing summary is included for general information only.
Accordingly, stockholders are urged to consult their own tax advisors with
respect to the Federal, State and local tax consequences of the reverse stock
split.
No Dissenter's Rights
Under Delaware law stockholders are not entitled to dissenter's rights
of appraisal with respect to the Amendment.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We are required to file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms at 100 F Street, N.E,
Washington, D.C. 20549. You may also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100 F
Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for more information on the operation of the public reference
rooms. Copies of our SEC filings are also available to the public from the SEC's
web site at www.sec.gov.
EXHIBIT A
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
EVOLVE ONE, INC.
(A Delaware Corporation)
Pursuant to Section 242 of the Delaware General Corporations Law, the
undersigned, being the sole director and Chief Executive Officer of Evolve One,
Inc., a corporation organized and existing under the laws of the State of
Delaware (the "Corporation"), does hereby certify that the following resolutions
were adopted by the Corporation's Board of Directors and its stockholders as
hereinafter described:
RESOLVED at the effective time of this amendment, each share of common
stock of the Corporation issued and outstanding as of the record date set by the
Corporation's Board of Directors shall be subject to a one (1) for one hundred
(100) reverse split with all fractional shares rounded to the nearest whole
share. The effective time of this amendment shall be _______, 2006.
The foregoing resolution and this Certificate of Amendment were adopted
by the Board of Directors of the Corporation pursuant to a written consent of
the directors of the Corporation dated May __, 2006 in accordance with Section
141 of the Delaware General Corporation Law, and by the written consent dated
_____, 2006 of the holders of shares of the Corporation's voting stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted in accordance with Section 228 of the Delaware General
Corporation Law.
IN WITNESS WHEREOF, the undersigned, being the Chief Executive Officer
of this Corporation, has executed this Certificate of Amendment to the
Corporation's Certificate of Incorporation as of ______ , 2006.
EVOLVE ONE, INC.
By: /s/ Alvin Siegel
--------------------------------
Alvin Siegel, Director and President