INFORMATION STATEMENT
SCHEDULE 14C
(RULE 14C-101)
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
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appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
Network Installation Corporation
(Name of Registrant As Specified in Charter)
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Network Installation Corporation
5625 Arville St., Suite E
Las Vegas, NV 89118
(702) 889-8777
To Our Stockholders:
The purpose of this letter is to inform you that we intend to amend our Amended
Articles of Incorporation by written consent of our stockholders to change our
name to "Siena Technologies, Inc."
WE ARE NOT ASKING FOR YOUR PROXY. Because the written consent of a majority of
stockholders satisfies any applicable stockholder voting requirement of the
Nevada Revised Statutes and our Amended Articles of Incorporation and By-Laws,
we are not asking for a proxy and you are not requested to send one.
The accompanying Information Statement is for information purposes only and
explains the terms of the amendment to our Amended Articles of Incorporation.
Please read the accompanying Information Statement carefully.
By Order of the Board of Directors,
By: /s/ Jeffrey R. Hultman
----------------------------
Jeffrey R. Hultman
Chief Executive Officer
June ___, 2006
Network Installation Corporation
5625 Arville St., Suite E
Las Vegas, NV 89118
(702) 889-8777
INFORMATION STATEMENT
---------------------
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement will be mailed on or about June 15, 2006 to the
stockholders of record of Network Installation Corporation, at the close of
business on May 12, 2006 (the "Record Date"). This Information Statement is
being sent to you for information purposes only. No action is requested on your
part.
This Information Statement is being furnished to our stockholders to inform you
of the adoption of a resolution by written consent by the holders of a majority
of the outstanding shares of our common stock, par value $0.001.
The resolution gives us the authority to amend our Amended Articles of
Incorporation to change our name to "Siena Technologies, Inc."
VOTING INFORMATION
As of the Record Date of May 12, 2006, we had authorized 300,000,000 shares of
common stock, of which 28,860,914 shares were issued and outstanding. Each share
of common stock has one vote.
A majority of votes representing 54.8% of votes cast by holders of our common
stock have executed a written consent in favor of the action to change our name
to "Siena Technologies, Inc."
This consent satisfies the stockholder approval requirement for the proposed
actions. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the proposal will not be adopted until a date at least 20 days after
the date on which this Information Statement has been mailed to stockholders. We
anticipate that the action contemplated herein will be affected on or about the
close of business on July 5, 2006.
REASON FOR THE NAME CHANGE
After our acquisition of Kelley Technologies in September 2005, we focused our
efforts on Kelley's primary markets as we believe those markets offer the best
opportunity for growth. We also analyzed our two locations and determined we
could decrease costs by consolidating our operations in Las Vegas. As a result,
in the fourth quarter of 2005, we began migrating our business toward Kelley's
opportunities. We stopped taking on new business through our subsidiaries
located in California and finished our existing projects. In March 2006, we
moved our corporate offices from Irvine, California to Las Vegas, Nevada so we
would be better able to serve the Las Vegas market. As of May 31, 2006, we had
only minimal operations in California. In 2006, we intend to focus our efforts
on developing our Kelley Technologies subsidiary.
Kelley Technologies is a one-source solution company specializing in the design,
project management, and deployment of communication technology and systems
networks. Our systems networks include data, voice and audio/visual components,
security and surveillance systems, special effects, and videoconferencing
solutions. We also design an overlay to control the systems we create and
install. This overlay may include servers, routers, controllers and/or software
applications.
We believe the name Network Installation no longer describes the full range of
services we provide. Therefore, we believe it is appropriate to change our
corporate name. We chose a name that did not describe our current technology so
we could continue to evolve and expand our offerings without having to change
our name again in the future.
IMPLEMENTATION OF PROPOSAL
Our Board of Directors has adopted a resolution authorizing us to amend our
Amended Articles of Incorporation to change our name to "Siena Technologies,
Inc."
The currently outstanding stock certificates evidencing shares of our common
stock bearing the name "Network Installation Corporation" will continue to be
valid and represent shares of our common stock following the name change. In the
future, new certificates will be issued bearing our new name, but this will not
affect the validity of your current stock certificates.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, to our knowledge, certain information concerning
the beneficial ownership of our common stock as of May 12, 2006 by each
stockholder known by us to be (i) the beneficial owner of more than 5% of the
outstanding shares of common stock, (ii) each current director, (iii) each
current executive officer (iv) all of our directors and current executive
officers as a group:
Unless otherwise indicated below, to our knowledge, all persons listed below
have sole voting and investment power with respect to their shares of common
stock except to the extent that authority is shared by spouses under applicable
law.
NAME AND ADDRESS
OF BENEFICIAL OWNER (1) BENEFICIALLY OWNED OWNED OF CLASS(2)
Jeffrey Hultman(3) 55,000 *
Michael Kelley 14,061,577 48.7%
Christopher Pizzo 0 *
All directors and current 14,116,577 48.9%
executive officers as a
group (3 Persons)
* Less than 1%
(1) The address of all individual directors and executive officers is c/o
Network Installation Corporation, 5625 Arville Street, Ste E, Las Vegas, NV
89118.
(2) The number of shares of common stock issued and outstanding on May 12, 2006
was 28,860,914 shares. The calculation of percentage ownership for each
listed beneficial owner is based upon the number of shares of common stock
issued and outstanding on May 12, 2006, plus shares of common stock subject
to options held by such person on May 12, 2006 and exercisable within 60
days thereafter.
(3) Mr. Hultman owns warrants to purchase 55,000 shares. The exercise price of
the warrants is $0.10 and they expire in 2010.
COSTS AND MAILING
We will pay all costs associated with the distribution of this Information
Statement, including the costs of printing and mailing. We have asked or will
ask brokers and other custodians, nominees and fiduciaries to forward this
Information Statement to the beneficial owners of the common stock held of
record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
EXHIBIT A
ARTICLES OF AMENDMENT
TO THE
AMENDED ARTICLES
OF INCORPORATION
OF
Network Installation Corporation
------------
Network Installation Corporation, a corporation organized and existing under
Nevada's Revised Statutes (the "Corporation"), DOES HEREBY CERTIFY:
ONE: The following amendments of the Amended Articles of Incorporation were
approved by the shareholders of the corporation on May 23, 2006 in the manner
required by the Amended Articles of Incorporation:
(1) RESOLVED, that Article First of the Amended Articles of Incorporation of
Network Installation Corporation is hereby amended to read as follows:
"FIRST: The name of the corporation is Siena Technologies, Inc."
TWO: The amendments to the Amended Articles of Incorporation herein certified
have been duly adopted in accordance with the provisions of Section 659.065 of
the Nevada Revised Statutes.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Amended
Articles of Incorporation to be signed by its duly authorized officer this June
__, 2006.
Network Installation Corporation
By:
----------------------------
Jeffrey R. Hultman
Chief Executive Officer