SCHEDULE 14C
Information Required in Information Statement
Reg. ss.240.14c-101
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
GPN NETWORK, INC.
(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 PURSUANT TO SECTION 14(C)
OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
REGULATION 14 C THEREUNDER
GPN NETWORK, INC.
1901 Avenue of the Stars, Suite 1950
Los Angeles, California 90067
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
This information statement (the "Information Statement") is furnished to the
stockholders of GPN Network, Inc., a Delaware corporation (the "Company"), with
respect to a certain corporate action of the Company.
The corporate action is a proposal providing for an amendment to the Company's
Certificate of Incorporation to implement a one-for-twenty reverse-stock split.
ONLY THE COMPANY'S STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON MAY 26,
2003 (THE "RECORD DATE") WERE ENTITLED TO NOTICE OF AND TO VOTE ON THE
PROPOSALS. PRINCIPAL STOCKHOLDERS WHO COLLECTIVELY HOLD IN EXCESS OF 50% OF THE
COMPANY'S 23,681,297 ISSUED AND OUTSTANDING SHARES ENTITLED TO VOTE ON THE
PROPOSAL HAVE VOTED IN FAVOR OF THE PROPOSAL. AS A RESULT, THE PROPOSAL WAS
APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER STOCKHOLDERS OF THE COMPANY.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Todd M. Ficeto
------------------
Todd M. Ficeto
President
Los Angeles, California
________, 2003
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TABLE OF CONTENTS
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PAGE NO.
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ABOUT THE INFORMATION STATEMENT ....................................... 3
WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT? ................ 3
WHO WAS ENTITLED TO VOTE? ........................................ 3
WHAT WERE THE BOARD OF DIRECTORS' RECOMMENDATIONS? ............... 3
WHAT VOTE WAS REQUIRED TO APPROVE THE PROPOSAL ................... 3
CONSENTING STOCKHOLDERS ............................................... 3
STOCK OWNERSHIP ....................................................... 4
BENEFICIAL OWNERS AND DIRECTORS AND EXECUTIVE OFFICERS ........... 4
AMENDMENT TO OUR CERTIFICATE OF INCORPORATION ......................... 5
EFFECT OF THE REVERSE-STOCK SPLIT ................................ 6
FORWARD LOOKING STATEMENTS ............................................ 7
ADDITIONAL INFORMATION ................................................ 8
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GPN NETWORK, INC.
1901 Avenue of the Stars, Suite 1950
Los Angeles, California 90067
INFORMATION STATEMENT
_____, 2003
This Information Statement contains information related to a certain corporate
action of GPN Network, Inc., a Delaware corporation (the "Company").
ABOUT THE INFORMATION STATEMENT
WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?
A majority of the Company's stockholders, entitled to vote, has approved the
one-for-twenty reverse-stock split.
WHO WAS ENTITLED TO VOTE?
Each outstanding share of common stock as of the close of business on the record
date, May 26, 2003, was entitled to one vote on the matters to be voted upon in
regard to the one-for-twenty reverse-stock split proposal. Stockholders owning
19,728,400 shares representing approximately 83% of shares entitled to vote have
voted in favor of such proposal.
WHAT WAS THE BOARD OF DIRECTORS' RECOMMENDATIONS?
The Board of Directors' recommendation is set forth together with the
description of the proposal in this Information Statement. In summary, the Board
recommends a vote:
o FOR the approval of an amendment to the Company's Certificate of
Incorporation to affect a one-for-twenty reverse-stock split (the
"Amendment").
WHAT VOTE WAS REQUIRED TO APPROVE THE PROPOSAL
For the approval of the one-for-twenty reverse-stock split, the affirmative vote
of a majority of the shares of common stock outstanding and entitled to vote on
the record date, or 11,840,649 shares, was required for approval.
CONSENTING STOCKHOLDERS
On May 26, 2003, our Board of Directors unanimously adopted resolutions
declaring the advisability of, and recommended that the stockholders approve the
one-for-twenty reverse-stock split. In connection with the adoption of this
resolution, the Board elected to seek the written consent of the holders of a
majority of our outstanding shares in order to reduce the costs and implement
the proposal in a timely manner.
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On May 26, 2003, Todd M. Ficeto and John M. Alderson, who beneficially own
approximately 56% and 32% of our common stock, respectively, consented in
writing to the proposed Amendment.
Under Delaware law, we are required to give all stockholders written notice of
any actions that are taken by written consent without a stockholders meeting.
Under Section 14(c) of the Securities Exchange Act of 1934 (the "Exchange Act"),
the transactions cannot become effective until 20 days after the mailing date of
this Information Statement to our stockholders.
We are not seeking written consent from any of our stockholders and our other
stockholders will not be given an opportunity to vote with respect to the
transactions. All necessary corporate approvals have been obtained, and this
Information Statement is furnished solely for the purpose of:
o Advising stockholders of the action taken by written consent, as
required by Delaware law; and
o Giving stockholders advance notice of the actions taken, as required
by the Exchange Act.
Stockholders who were not afforded an opportunity to consent or otherwise vote
with respect to the actions taken have no right under Delaware law to dissent or
require a vote of all our stockholders.
STOCK OWNERSHIP
BENEFICIAL OWNERS AND DIRECTORS AND EXECUTIVE OFFICERS
The following table shows the amount of common stock of the Company beneficially
owned by the Company's directors and executive officers and by all directors and
executive officers as a group as of May 26, 2003 and by all persons who own
beneficially more than five percent of the Company's issued and outstanding
common stock as of May 26, 2003. Unless otherwise indicated, beneficial
ownership is direct, and the person indicated has sole voting and investment
power. As of May 26, 2003, the Company had 23,681,297 shares of common stock
issued and outstanding.
SHARES
BENEFICIALLY PERCENT
NAME AND ADDRESS POSITION OWNED OF CLASS
-------------------- ---------------------- ---------------- ----------
Todd M. Ficeto President and Director 14,700,000 (1) 56.1%
John M. Alderson ___ 7,528,400 31.8%
(1) Includes warrants to purchase 2,500,000 shares of the Company's common
stock at $0.03 per share.
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THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION
Our Board of Directors unanimously adopted a resolution that declared the
advisability of and recommended that the stockholders approve an amendment to
our Certificate of Incorporation that will implement a one-for-twenty
reverse-stock split and, hopefully, increase the trading price of our common
stock. The Amendment was approved by the written consent of the holders of a
majority of our outstanding common stock on May 26, 2003. The reverse split will
be implemented by filing the Amendment in the office of the Secretary of State
of the State of Delaware.
The Amendment will be filed on _____, 2003, or as soon thereafter as
practicable, and will become effective when filed. When the Amendment becomes
effective, it will implement a one-for-twenty reverse split of our issued and
outstanding common stock without changing our authorized capitalization. The
operative text of the Amendment follows:
"FOURTH"
(a) This Corporation is authorized to issue two classes of shares of stock
to be designated as "Common Stock" and "Preferred Stock". The total number of
shares of Common Stock which this Corporation is authorized to issue is One
Hundred Million (100,000,000) shares, par value $0.001. The total number of
shares of Preferred Stock which this Corporation is authorized to issue is Ten
Million (10,000,000) shares, par value $0.001.
The shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors of the Corporation (the "Board of
Directors") is expressly authorized to provide for the issue of all or any of
the shares of the Preferred Stock in one or more series, and 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
issue of such shares (a "Preferred Stock Designation") and as may be permitted
by the General Corporation Law of the State of Delaware. The Board of Directors
is also expressly authorized to increase or decrease (but not below the number
of shares of such series then outstanding) the number of shares of any series
subsequent to the issue of shares of that series. In case the number of shares
of any such series shall be so decreased, the shares constituting such decrease
shall resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series.
(b) Upon the effectiveness of the amendment contained in this Certificate
of Amendment (the "Effective Date"), each twenty (20) shares of common stock,
par value $.001 per share, of this Corporation's issued and outstanding Common
Stock at the close of business on the Effective Date shall be converted into one
share of fully paid and nonassessable Common Stock, without change in the
aggregate number of shares of Common Stock this Corporation shall be authorized
to issue pursuant to Article Fourth (a).
(c) In lieu of the issuance of any fractional shares that would otherwise
result from Article Fourth (b)above, this Corporation shall issue to any
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stockholder that would otherwise receive fractional shares one whole share, the
additional shares thereby issued being taken from authorized but theretofore
unissued shares of Common Stock.
(d) Following the effectiveness of this amendment, certificates
representing the shares of Common Stock to be outstanding after the Effective
Date may be exchanged for certificates now outstanding pursuant to procedures
adopted by this Corporation's Board of Directors and communicated to those who
are to receive new certificates."
EFFECT OF THE REVERSE SPLIT
Any new shares issued in connection with the reverse split will be fully paid
and non-assessable. The number of stockholders will remain unchanged. The
reverse split will decrease the number of outstanding common shares but will not
affect any stockholder's proportionate interest in our Company, except for minor
differences resulting from the rounding up of fractional shares. The par value
of our common stock will remain unchanged. While the aggregate par value of our
outstanding common stock will be decreased, our additional paid-in capital will
be increased by a corresponding amount. Therefore, the reverse split will not
affect our total stockholders' equity. All share and per share information will
be retroactively adjusted to reflect the reverse split for all periods presented
in our future financial reports and regulatory filings.
While it is expected that the reverse split will result in an increase in the
market price of our common stock, there can be no assurance that our common
stock will trade at a multiple of 20 times our current price, or that any such
increase will be sustained. If the market price of our stock declines after the
implementation of the reverse split, the percentage decline as an absolute
number and as a percentage of our overall market capitalization may be greater
than would be the case in the absence of a reverse split.
The possibility exists that the reduced number of outstanding shares will
adversely affect the market for our common stock by reducing the relative level
of liquidity. In addition, the reverse split will increase the number of the
stockholders who own odd lots, or less than 100 shares. Stockholders who own odd
lots typically find it difficult to sell their shares and frequently find odd
lot sales more expensive than round lot sales of 100 shares or more.
Consequently, there can be no assurance that the reverse stock split will
achieve the desired results outlined above.
After the reverse split, the Company will have issued and outstanding
approximately 1,184,065 shares of its common stock, and we will have the
corporate authority to issue approximately 100,000,000 shares of authorized but
unissued common stock and 10,000,000 shares of preferred stock. These authorized
and unissued shares may be issued without stockholder approval at any time, in
the sole discretion of our board of directors. The authorized and unissued
shares may be issued for cash, to acquire property or for any other purpose that
is deemed in the best interests of our Company. Any decision to issue additional
shares will reduce the percentage of our stockholders' equity held by our
current stockholders and could dilute our net tangible book value.
We will not become a private Company as a result of the reverse split, and our
common stock will continue to be quoted on the OTC: Bulletin Board.
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FORWARD LOOKING STATEMENTS
This Information Statement and other reports that we file with the SEC contain
forward-looking statements about our business containing the words "believes,"
"anticipates," "expects" and words of similar import. These forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results or performance to be materially different from the
results or performance anticipated or implied by such forward-looking
statements. Given these uncertainties, stockholders are cautioned not to place
undue reliance on forward-looking statements. Except as specified in SEC
regulations, we have no duty to publicly release information that updates the
forward-looking statements contained in this Information Statement. An
investment in our Company involves numerous risks and uncertainties, including
those described elsewhere in this Information Statement. Additional risks will
be disclosed from time-to-time in our future SEC filings.
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ADDITIONAL INFORMATION
This Information Statement should be read in conjunction with certain reports
that we previously filed with the Securities and Exchange Commission (the
"SEC"), including our:
o Annual Report for the year ended December 31, 2002 (the "Form
10-KSB");
o Quarterly Report for the period ended March 31, 2003 (the "Form
10-QSB")
Copies of these reports are not included in this Information Statement but may
be obtained from the SEC's web site at "www.sec.gov." We will mail copies of our
prior SEC reports to any stockholder upon written request.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Todd M. Ficeto
------------------
Todd M. Ficeto
President
Los Angeles, California
_________, 2003
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