INFORMATION STATEMENT
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
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[X] Preliminary Information Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
FLEXXTECH CORPORATION
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(Name of Registrant As Specified in Charter)
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FLEXXTECH CORPORATION
18 Technology Dr., Suite 140A
Irvine, CA 92618
(949)753-7551
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To Our Stockholders:
The purpose of this letter is to inform you that we intend to take the following
action by written consent of our stockholders:
(i) To amend our Articles of Incorporation to change our name from "Flexxtech
Corporation" to "Network Installation Corporation."
We have established July 10, 2003 as the Record Date. As of the Record Date,
our authorized common stock capitalization consisted of 100,000,000 shares of
common stock, $.001 par value per share, of which 10,325,407 shares were issued
and outstanding. On the Record Date, holders of a majority of our outstanding
common stock executed a written consent in favor of the action described
above. This consent satisfies the stockholder approval requirement for the
proposed action.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended,
the proposals 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 this Information Statement will be mailed to stockholders on or
about August 4, 2003.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Because the written consent of a majority of stockholders satisfies the
applicable stockholder voting requirement of Nevada Law and our 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 Articles of Incorporation. Please
read the accompanying Information Statement carefully.
By Order of the Board of Directors,
/s/ Douglas Leighton
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Douglas Leighton
Corporate Secretary
July 25, 2003
FLEXXTECH CORPORATION
18 Technology Dr., Suite 140A
Irvine, California 92618
(949)753-7551
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INFORMATION STATEMENT
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
We are providing this Information Statement to you to inform you that we have
adopted a resolution by written consent by the holders of a majority of the
outstanding shares of our common stock. The resolution gives us the authority to
take the following actions:
(i) To amend our Articles of Incorporation to change our name from "Flexxtech
Corporation" to "Network Installation Corporation."
We have established July 10, 2003 as the Record Date. We are mailing this
Information Statement on or about August 4, 2003 to our stockholders of record
at the close of business on July 10, 2003. This Information Statement is being
sent to you for information purposes only. No action is requested on your part.
STOCKHOLDERS ENTITLED TO VOTE
Holders of our common stock at the close of business on July 10, 2003 were
entitled to vote. On July 10, 2003, we had approximately 10,325,407 shares of
common stock issued and outstanding. Each stockholder is entitled to one vote
for each share of common stock held by such stockholder.
RESULTS OF VOTE
On the Record Date, holders of a majority of our outstanding common stock
executed a written consent in favor of the action described above. The
amendment was approved by a vote of 7,382,000 shares, or 71% of all shares
entitled to vote. This consent satisfies the stockholder approval requirement
for the proposed action.
REASON FOR THE CORPORATE NAME CHANGE
We believe that the name change is in the best interest of our corporation and
will help create a new market image more focused on our technology.
COST OF INFORMATION STATEMENT
We have asked or will ask brokers and other custodians, nominees and fiduciaries
to forward this Information Statement to the beneficial owners of our common
stock held of record by such persons and will reimburse such persons for
expenses incurred in forwarding such material.
INTEREST OF PERSONS ON MATTERS TO BE ACTED ON
No officer or director or principal stockholder has a substantial or material
interest in the favorable action on these proposals.
PROPOSAL TO AMEND OUR CERTIFICATE OF INCORPORATION
TO CHANGE OUR NAME
The amendment to our Certificate of Incorporation, as amended, will change our
name from "Flexxtech Corporation" to "Network Installation Corporation." The
currently outstanding stock certificates evidencing shares of our common stock
bearing the name "Flexxtech 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 in no way effect
the validity of your current stock certificates.
EXHIBIT A
Certificate of Amendment of the Certificate of Incorporation
Of
FLEXXTECH CORPORATION
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CERTIFCATE OF AMENDMENT TO
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CERTIFICATE OF INCORPORATION OF
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FLEXXTECH CORPORATION
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A NEVADA CORPORATION
The undersigned hereby certifies as follows:
ONE: That they are the President and Secretary, respectively, of FLEXXTECH
CORPORATION, a Nevada Corporation.
TWO: That, at a meeting of the Board of Directors held on June 16,
2003, which was ratified by a subsequent stockholders' written consent dated
June 26, 2003 the Corporation resolved to amend Article First of its Articles of
Incorporation, as follows:
IT IS RESOLVED, that Article First of the Articles of Incorporation is
hereby amended to read as follows:
FIRST: Name of the corporation ("referred to as the corporation") is
Network Installation Corporation.
THREE: This amendment was approved by the required vote of stockholders in
accordance with the corporation's law of the state of Nevada. The total number
of outstanding shares of each class entitled to vote for the amendment is
10,325,407. The number of shares of each class voting for the amendment equaled
or exceeded the vote required, that being over fifty (50%) percent. The
amendment was approved by a vote of 7,382,000 shares, or 71% of all shares
entitled to vote.
Dated: June 26, 2003
We the undersigned, hereby declare, under penalty of perjury, in accordance
with the laws of the state of Nevada, that we are the President and Secretary of
the above- referenced corporation, that we executed the above-referenced, that
we executed the above-referenced Certificate of Amendment to the Articles of
Incorporation, that we have personal knowledge of the information contained
therein, and that the information contained therein is true and correct.
/s/ Michael Cummings
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Michael Cummings, President
/s/ Douglas H. Leighton
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Douglas H. Leighton, Secretary
BOARD OF DIRECTORS:
/s/ Michael Cummings
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Michael Cummings
/s/ Michael A. Novielli
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Michael A. Novielli
/s/ Douglas H. Leighton
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Douglas H. Leighton
/s Theodore J. Smith, Jr.
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Theodore J. Smith, Jr.