WWW.EXFILE.COM, INC. -- 14225 -- GLOBAL MATRECHS, INC. -- PRE 14A
United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
| Filed by the
Registrant þ |
Filed
by a Party other than the Registrant o |
Check
the
appropriate box:
þ Preliminary
Proxy Statement
o Confidential,
For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive
Proxy Statement
o Definitive
Additional Materials
o Soliciting
Material under Rule 14a-12
GLOBAL
MATRECHS, INC.
(Name
of Registrant as Specified in Its Charter)
Not
Applicable
(Name
of
Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
þ No
Fee
Required.
o Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of
transaction:
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Fee
paid previously with preliminary
materials.
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o
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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.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement
no.:
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GLOBAL
MATRECHS, INC.
Notice
of Special Meeting of Stockholders
to
be held on April 25, 2006
Global
Matrechs, Inc., hereby gives notice that it will hold a special meeting of
stockholders at the offices of Foley Hoag LLP,
World
Trade Center West, 155 Seaport Boulevard, Boston, Massachusetts 02210 on
Tuesday, April 25, 2006, beginning at 10:00 a.m., EDT, for the following
purposes:
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1. |
To
consider and vote upon an amendment to our Certificate of Incorporation
to
effect a reverse split of our issued and outstanding common stock
at any
one of the following ratios: 1-for-5, 1-for-10, 1-for-15, or
1-for-20;
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2. |
To
consider and vote upon an amendment to our Certificate of Incorporation
to
increase to Nine Hundred Million (900,000,000) the number of shares
of
common stock which we are authorized to issue;
and
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3. |
To
transact such further business as may properly come before the special
meeting or any adjournment of the
meeting.
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Our
board
of directors has fixed the close of business on Monday, March 6, 2006, as the
record date for the determination of the stockholders entitled to receive notice
of, and to vote at, the special meeting and any adjournment of the meeting.
Only
stockholders of record on March 6, 2006, are entitled to receive notice of,
and
to vote at, the special meeting or any adjournment of the meeting.
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By
order of the
board, |
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By: |
/s/ Michael
Sheppard |
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Michael
Sheppard |
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President
and
Chief Executive Officer |
Ridgefield,
Connecticut
March
[__], 2006
YOUR
VOTE IS IMPORTANT
Please
sign and return the enclosed proxy as soon as possible, whether or not
you
plan
to attend the special meeting.
GLOBAL
MATRECHS, INC.
90
GROVE STREET, SUITE 201
RIDGEFIELD,
CONNECTICUT 06877
PROXY
STATEMENT
SPECIAL
MEETING OF STOCKHOLDERS
APRIL 25,
2006
This
proxy statement relates to the special meeting of stockholders of Global
Matrechs, Inc. to be held at the offices of Foley Hoag LLP, 155 Seaport
Boulevard, Boston, Massachusetts 02210, on Tuesday, April 25, 2006, beginning
at
10:00 a.m., EDT. We are mailing the proxy statement and the enclosed form of
proxy to stockholders on or about March [__], 2006.
Purpose
of the special meeting
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Proposal
One: |
To
consider and vote upon an amendment to our Certificate of Incorporation
to
effect a reverse split of our issued and outstanding common stock
at any
one of the following ratios: 1-for-5, 1-for-10, 1-for-15, or
1-for-20.
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Proposal
Two: |
To
consider and vote upon an amendment to our Certificate of Incorporation
to
increase to Nine Hundred Million (900,000,000) the number of shares
of
common stock which we are authorized to
issue.
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Reasons
for Reverse Stock Split and Increase in Authorized Shares
Our
board
of directors (the “Board”) is seeking the authority to effect the reverse stock
split and increase in authorized shares of common stock because it believes
that
a higher stock price and increase in the number of shares it is authorized
to
issue will, among other things, enable Global Matrechs to better address its
capital raising needs, including by allowing it to take fuller advantage of
the
funds available under its private equity credit agreement, and give us greater
flexibility to make strategic acquisitions.
Global
Matrechs is currently authorized to issue 300,000,000 shares of common stock
under its Certificate of Incorporation. Of these 300,000,000 shares, 242,193,480
were issued and outstanding as of March 6, 2006. To date, Global Matrechs has
never been profitable and generates minimal revenue from its core licensed
technologies business. Therefore, unless we increase the number of shares of
common stock available for issuance in financing transactions, it is highly
unlikely that we will be able to obtain the working capital we require to fund
our current operations, develop new business or otherwise implement our business
plan.
Global
Matrechs has entered into a private equity credit agreement under which it
is
permitted to exercise put options to an investor, requiring this investor to
purchase shares of the Company’s common stock at a discounted market price.
Under this agreement, the Company is permitted to put shares from time to time
having an aggregate value of $15,000,000. However, because the price of our
common stock is currently very low (less than $0.01 per share), we lack
sufficient authorized common stock to draw down the full amount of the private
equity line. By effecting a reverse split of our issued and outstanding common
stock and an increase in our number of authorized shares, we will improve our
ability to draw down funds under this agreement, and thereby improve our access
to capital and liquidity. Although we believe the ability to raise additional
capital is essential to our success, approving the reverse split and increase
in
authorized shares will likely result in dilution to you as we issue shares
under
the equity line.
In
addition, our business plan includes growing through the strategic acquisition
of businesses if suitable targets emerge. In the event of any such acquisitions,
we would likely use our equity securities as all or part of the purchase price.
In order to have the flexibility to make such acquisitions should suitable
opportunities arise, we will need additional shares available for
issuance.
The
Board
does not intend to present to the special meeting any business other than the
proposals described in this proxy statement. The Board was not aware, a
reasonable time before mailing this proxy statement to stockholders, of any
other business that may be properly presented for action at the special meeting.
If any other business should come before the special meeting, the persons
present will have discretionary authority to vote the shares they own or
represent by proxy in accordance with their judgment, to the extent authorized
by applicable regulations.
Record
date
The
Board
fixed the close of business on Monday, March 6, 2006, as the record date for
the
special meeting. Only stockholders of record as of the close of business on
that
date are entitled to receive notice of, and to vote at, the special meeting.
At
the close of business on the record date, there were issued and outstanding
242,193,480 shares of our common stock. Each share of common stock outstanding
on the record date will be entitled to cast one vote.
Methods
of voting
The
shares represented by your properly signed proxy card will be voted in
accordance with your directions. If you do not specify a choice with respect
to
a proposal for which our Board has made a recommendation, the shares covered
by
your signed proxy card will be voted as recommended in this proxy statement.
We
encourage you to vote on all matters to be considered.
Voting
by mail:
By
signing and returning the proxy card in the enclosed envelope, you are enabling
the individuals named on the proxy card (known as proxies) to vote your shares
at the meeting in the manner you indicate. We encourage you to sign and return
the proxy card even if you plan to attend the meeting. In this way, your shares
will be voted even if you are unable to attend the meeting. If you received
more
than one proxy card, it may be an indication that your shares are held in
multiple accounts. Please sign and return all proxy cards to ensure that all
of
your shares are voted.
Voting
in person at the meeting:
If
you
plan to attend the meeting and vote in person, we will provide you with a ballot
at the meeting. If your shares are registered directly in your name, you are
considered the stockholder of record and you have the right to vote in person
at
the meeting. If your shares are held in the name of your broker or other
nominee, you are considered the beneficial owner of the shares held in street
name. If you wish to vote shares held in street name at the meeting, you will
need to bring with you to the meeting a legal proxy from your broker or other
nominee authorizing you to vote your shares.
Internet
Voting:
You
may
vote over the Internet by accessing www.proxyvote.com and following the proxy
login and voting procedures described for our meeting. In order to verify your
identity, you will be asked to provide the 12-digit Control Number located
on
the enclosed proxy card (or if you have previously consented to electronic
delivery by e-mail, on the e-mail notice provided to you). Your voting
instructions will then be conveyed electronically over the Internet. Registered
shareholders may vote (and revoke a previous vote) over the Internet at any
time
before 12:00 a.m. EST on April 25, 2006.
A
majority of the votes duly cast is required to approve the matters to be acted
upon at the Special Meeting.
An
abstention is deemed “present,” but is not deemed a “vote cast.” As a result,
abstentions and broker “non-votes” are not included in the tabulation of the
voting results on the election of directors or issues requiring approval of
a
majority of the votes cast and, therefore, do not have the effect of votes
in
opposition. A broker “non-vote” occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee
does
not have discretionary voting power on that item and has not received
instructions from the beneficial owner.
Our
by-laws provide that a quorum consists of a majority of the shares of Common
Stock issued, outstanding, and entitled to vote at the special meeting. Shares
of Common Stock represented by a properly signed and returned proxy will be
treated as present at the special meeting for purposes of determining the
existence of a quorum at the special meeting. Broker “non-votes” and the shares
with respect to which a stockholder abstains from voting are included in
determining whether a quorum is present.
Solicitation
of proxies
The
Board
is soliciting these proxies. We will reimburse brokers, banks and other nominees
for the out-of-pocket expenses and other reasonable clerical expenses they
incur
in obtaining instructions from beneficial owners of our common stock. In
addition to our solicitation by mail, our directors, officers, employees and
our
agents may make special solicitations of proxies personally or by telephone,
facsimile, courier or e-mail. We will pay all expenses incurred in connection
with this solicitation.
Revocability
of proxy
You
may
revoke your proxy at any time before it is voted at the meeting. In order to
revoke your proxy, you must either:
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sign
and return another proxy card with a later
date;
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provide
written notice of the revocation of your proxy to our secretary;
or
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attend
the meeting and vote in person.
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PROPOSAL
ONE: AMENDMENT TO GLOBAL MATRECHS’ CERTIFICATE OF INCORPORATION TO EFFECT A
REVERSE SPLIT OF ITS ISSUED AND OUTSTANDING COMMON STOCK AT ANY ONE OF THE
FOLLOWING RATIOS: 1-FOR-5, 1-FOR-10, 1-FOR-15, OR
1-FOR-20.
At
the
Special Meeting, stockholders will be asked to approve an amendment (the
“Reverse Split Amendment”) of Global Matrechs’ Amended and Restated Certificate
of Incorporation (the “Certificate of Incorporation”), in order to effect a
reverse stock split (the “Reverse Stock Split”) of our issued and outstanding
common stock at a ratio of 1:5, 1:10, 1:15 or 1:20, as the Board shall later
determine. If the stockholders approve Proposal One, the Board will have the
authority, in its sole discretion, to file the Reverse Split Amendment and
to
determine the ratio of the reverse stock split from among the four proposed
ratios.
The
Board
has approved and is hereby soliciting stockholder approval of the Reverse Split
Amendment. The proposed amendment will be is in the form set forth in
Appendix A
to this
proxy statement. The par value of our common stock would remain unchanged at
$0.0001 per share. If the stockholders approve this proposal, the board of
directors will have the authority, in its sole discretion, and without further
action on the part of the stockholders, to effect the approved Reverse Stock
Split at such ratio as the Board shall select from among the four proposed
ratios by filing the Reverse Split Amendment with the Delaware Secretary of
State. The Reverse Stock Split will become effective upon the filing of the
Reverse Split Amendment.
The
effect of the Reverse Stock Split would be to reduce the number of shares of
our
issued and outstanding common stock for the general purpose of better
positioning our capitalization for the future, as further described below.
The
ratio selected by the board, if any, will depend upon various factors, including
our existing and future marketability, the liquidity of our common stock and
consideration of the purposes, risks, benefits and effects of the Reverse Stock
Split described below. In light of the volatility of our stock price, changing
conditions in the capital markets, the extended time frame in which the Reverse
Stock Split decision may be made and other factors relevant to the timing and
extent of the Reverse Stock Split, the board believes that stockholder approval
of a selection of reverse split ratios is in the best interests of the company
and its stockholders.
The
Board
has approved the Reverse Split Amendment for adoption by our stockholders
because it believes that the reverse stock split is in the best interests of
Global Matrechs and its stockholders. However, the Board reserves the right,
notwithstanding stockholder approval, and without further action by the
stockholders, to decide not to proceed with the filing of the Reverse Split
Amendment and the reverse stock split, if at any time prior to the filing of
the
Reverse Split Amendment it determines, in its sole discretion, that the reverse
stock split is no longer in the best interests of Global Matrechs and our
stockholders. Thus, a vote FOR Proposal One will include authorization for
the
Board not to file the Reverse Split Amendment in the event that it determines
that it would not be in the best interests of Global Matrechs and our
stockholders to file the Reverse Split Amendment. A discussion of the reasons
the Board has considered in its approval of, and its recommendation to our
stockholders to approve, the Reverse Split Amendment appears below under the
heading “Reasons for the Reverse Stock Split and Increase in Authorized
Shares.”
Effects
of the Reverse Split Amendment
Common
Stock. The
principal effect of the reverse stock split would be to decrease the number
of
issued and outstanding shares of common stock from 242,193,480 shares, as of
March 6, 2006, to approximately 12,109,674 shares, 16,146,232 shares, 24,219,348
shares or 48,438,696 shares, depending on whether a ratio of, respectively,
1:20, 1:15, 1:10 or 1:5 is used. The Reverse Split Amendment will not affect
a
stockholder’s proportionate equity interest in Global Matrechs or the relative
rights, preferences or priorities a stockholder is currently entitled to, except
for immaterial differences resulting from adjustments for fractional shares
as
described below. However, our ability to issue additional shares will likely
result in future decreases to our stockholders’ proportionate equity interests
in the company.
Common
Stock Equivalents. If
Proposal One is approved and the Reverse Split Amendment becomes effective,
the
number of shares of common stock subject to stock options or warrants and the
exercise price per share will automatically be proportionately adjusted to
account for the reverse stock split. For example, an option to purchase 100
shares at a price per share of $.02 prior to the Reverse Stock Split, given
a
reverse split ratio of 1:20, will be exercisable for 5 shares at a purchase
price of $.40 per share after the Reverse Stock Split.
For
convertible securities which are convertible at a fixed conversion price or
ratio (including our Series I Preferred Stock, Series H Preferred Stock and
the
convertible debt we issued from time to time between September 2004 and October
2005), the conversion ratio will be proportionately reduced, or conversion
price
proportionately increased, as applicable, to take into account the effect of
the
reverse stock split. For example:
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If
a share of preferred stock is convertible into 1,000 shares of common
stock prior to the Reverse Stock Split, and the reverse split ratio
is
1:20, the same share of preferred stock will be convertible into
50 shares
of common stock, or 1,000 ÷ 20, after the Reverse Stock
Split.
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If
a convertible note is convertible into common stock at a price of
$.05 per
share prior to the Reverse Stock Split, and the reverse split ratio
is
1:20, the same convertible note will be convertible into common stock
at a
price of $1.00 per share, or $.05 × 20, after the Reverse Stock
Split.
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For
convertible securities that are convertible at a conversion price based on
the
market price of our common stock at the time of conversion (including our Series
C Preferred Stock and Series G Preferred Stock), no change will be made to
the
terms of the convertible securities. However, because reverse stock splits
typically increase the market price per share of the security subject to such
reverse stock split, it can be expected that these securities will be
convertible, in the aggregate, into a smaller number of shares of common stock
after giving effect to the Reverse Stock Split. However, as further described
below in the section entitled “Risks Associated with the Reverse Stock Split,
there can be no assurance that the increase in the trading price will occur,
or,
if it does occur, that it will equal or exceed the price that is the product
of
the market price of the common stock prior to the reverse stock split times
the
selected reverse split ratio. In the event the price per share after the reverse
stock split is not increased proportionately from the price per share prior
to
the reverse stock split, there will be a dilutive effect on our stockholders.
Moreover, as we issue additional shares of common stock after the Reverse Stock
Split, our stock price may decline, which will result in increases in the number
of shares issuable upon conversion of these instruments.
The
reverse stock split is likely to result in some stockholders owning “odd-lots”
of less than 100 shares of common stock. Brokerage commissions and other costs
of transactions in odd-lots are generally somewhat higher than the costs of
transactions on “round-lots” of even multiples of 100 shares.
Risks
Associated with the Reverse Stock Split
While
our
Board believes that our common stock would trade at higher prices after the
consummation of the reverse stock split, there can be no assurance that the
increase in the trading price will occur, or, if it does occur, that it will
equal the price that is the product of the market price of the common stock
prior to the reverse stock split times the selected reverse split ratio. In
some
cases, the total market capitalization of a company following a reverse stock
split is lower, and may be substantially lower, than the total market
capitalization before the reverse stock split. In addition, the fewer number
of
shares that will be available to trade may cause the trading market of the
common stock to become less liquid, which could have an adverse effect on the
price of the common stock. In addition, there can be no assurance that the
reverse stock split will result in a per share price that will attract brokers
and investors who do not trade in lower priced stock. Finally, there can be
no
assurance that our stock price will not further decline after the reverse stock
split, thereby impairing our ability to take full advantage of our private
equity credit agreement or otherwise frustrating the purposes of the Reverse
Stock Split
Effective
Date
If
Proposal One is approved by our stockholders and the Board continues to believe
that the reverse stock split is in the best interests of Global Matrechs and
our
stockholders, the Reverse Split Amendment will be effective as of the date
and
time that it is filed with the Delaware Secretary of State of in accordance
with
applicable Delaware law. If the Reverse Split Amendment is approved by our
stockholders and the Board elects to effect the reverse stock split as described
above, the reverse stock split will be effective simultaneously with the Reverse
Split Amendment becoming effective.
Exchange
of Stock Certificates and Payment of Fractional Shares
If
Proposal One is approved by our stockholders and the Board continues to believe
that the Reverse Stock Split is in the best interests of Global Matrechs and
our
stockholders, the reduction in the number of our shares of common stock that
you
hold will occur automatically on the date that we file the Reverse Split
Amendment with the Delaware Secretary of State without any further action on
your part and without regard to the date that you physically surrender your
certificates representing pre-split shares of common stock for certificates
representing post-split shares. As soon as practicable after the effective
date
of the Amendment, our transfer agent, whom we expect to be American Stock
Transfer, will mail transmittal forms to each holder of record of certificates
representing the number of shares of our common stock that you previously held
prior to the filing of the Reverse Split Amendment. This letter of transmittal
should be used by you in forwarding your pre-split certificates for surrender
and exchange for certificates representing the number of shares of our common
stock that you will be entitled to receive as a consequence of the Reverse
Stock
Split. The transmittal form will be accompanied by instructions specifying
other
details of the exchange.
After
receipt of a transmittal form, you should surrender your old certificates and
will receive in exchange therefor certificates representing the number of shares
of our common stock that you now hold. No stockholder will be required to pay
a
transfer or other fee to exchange his, her or its certificates. Stockholders
should not send in certificates until they receive a transmittal form from
Global Matrechs’ transfer agent.
In
connection with the Reverse Stock Split, our common stock will change
its
current
CUSIP number. This new CUSIP number will appear on any new stock certificates
issued representing shares of our post-split common stock.
If
your
number of shares of post-split common stock includes a fraction, we will pay
you, in lieu of issuing fractional shares, a cash amount (without interest)
equal to the fair market value of such fraction of a share which would otherwise
result from the Reverse Stock Split, based upon the average of the closing
bid
prices of our common stock as reported on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. during each of the five (5) trading
days preceding the effective date of the Amendment multiplied by 5, 10, 15
or
20, depending on whether a split ration of, respectively, 1:5, 1:10, 1:15 or
1:20 is used. This cash payment represents merely a mechanical rounding off
of
the fractions resulting from the Reverse Stock Split, and is not a separately
bargained-for consideration. Similarly, no fractional shares will be issued
on
the exercise of our options, except as otherwise expressly specified in the
documents governing such options or warrants.
As
of the
effective date of the Reverse Split Amendment, each certificate representing
pre-split shares of common stock will, until surrendered and exchanged as
described above, be deemed cancelled and, for all corporate purposes, will
be
deemed to represent only the number of post-split shares of common stock and
the
right to receive the amount of cash for any fractional shares as a result of
the
Reverse Stock Split. It is very important for you to note that you will not
be
entitled to receive any dividends or other distributions payable by us after
the
Reverse Split Amendment is effective until you surrender and exchange your
certificates. If we issue and pay any dividends or distributions, these
amounts will be withheld, accumulate and be paid to you, without interest,
once
you surrender your certificates for exchange.
Under
Delaware law and under our Certificate of Incorporation and our bylaws,
dissenting stockholders have no appraisal rights in connection with the Reverse
Stock Split.
Federal
Income Tax Consequences
The
following discussion is a summary of the material anticipated federal income
tax
consequences of a Reverse Stock Split of our issued and outstanding shares
of
common stock, and the proportionate decrease in our authorized shares of common
stock. This discussion is based upon the Internal Revenue Code of 1986, as
amended, existing and proposed regulations thereunder, judicial decisions and
current administrative rulings, authorities and practices, all as amended and
in
effect on the date of this proxy statement. Any of these authorities could
be
repealed, overruled or modified at any time. Any such change could be
retroactive and, accordingly, could cause the tax consequences to vary
substantially from the consequences described below. No ruling from the Internal
Revenue Service with respect to the matters discussed herein has been requested
or will be requested, and there is no assurance that the IRS would agree with
the conclusions set forth in this discussion.
This
summary is provided for general information only and does not purport to address
all aspects of the possible federal income tax consequences of the Reverse
Stock
Split and is not intended as tax advice to any person. In particular, and
without limiting the foregoing, this summary does not consider the federal
income tax consequences to our stockholders in light of their individual
investment circumstances or to holders who may be subject to special treatment
under the federal income tax laws (such as dealers in securities, insurance
companies, foreign individuals and entities, financial institutions and tax
exempt entities). In addition, this summary does not address any consequences
of
the Reverse Stock Split under any state, local or foreign tax laws. As a result,
it is the responsibility of each stockholder to obtain and rely on advice from
his, her or its tax advisor as to, but not limited to, the following:
(a) the effect on his, her or its tax situation of the
Reverse
Stock Split, including, but not limited to, the application and effect of state,
local and foreign income and other tax laws; (b) the effect of possible
future legislation or regulations; and (c) the reporting of information
required in connection with the Reverse Stock Split on his, her or its own
tax
returns. It will be the responsibility of each stockholder to prepare and file
all appropriate federal, state and local tax returns.
We
believe that the Reverse Stock Split will constitute a tax-free recapitalization
under the Code and that we should not recognize any gain or loss as a result
of
the Reverse Stock Split. In addition, our stockholders should not recognize
any
gain or loss if they receive only common stock upon the Reverse Stock Split.
If
a stockholder receives cash in lieu of a fractional share of common stock that
otherwise would be held as a capital asset, the stockholder generally will
recognize capital gain or loss equal to the difference, if any, between the
cash
received and the stockholder’s basis in the fractional share. For this purpose,
a stockholder’s basis in the fractional share of common stock will be determined
in the manner described below as if the stockholder actually received the
fractional share. However, under unusual circumstances, cash received in lieu
of
a fractional share might possibly be deemed a dividend. The stockholder should
consult a tax advisor to determine which of these treatments will apply upon
the
receipt of cash in lieu of a fractional share of common stock.
We
further believe that a stockholder’s aggregate basis in his, her or its
post-split shares of common stock will equal his, her or its aggregate basis
in
the pre-split shares of common stock owned by that stockholder that are
exchanged for the post-split shares of common stock. Generally, the aggregate
basis will be allocated among the post-split shares on a pro rata basis.
However, if a stockholder has used the specific identification method to
identify his, her or its basis in pre-split shares of common stock surrendered
in the Reverse Stock Split, the stockholder should consult a tax advisor to
determine his, her or its basis in the post-split shares. The holding period
of
the post-split common stock received by a stockholder will generally include
the
stockholder’s holding period for the shares of pre-split common stock with
respect to which post-split shares of common stock are issued, provided that
the
shares of pre-split common stock were held as a capital asset on the date of
the
exchange.
Accounting
Effects of the Reverse Stock Split
Following
the effective date of the Reverse Stock Split, the par value of our common
stock
will remain at $0.0001 per share. The number of outstanding shares of common
stock will be reduced by a factor of approximately 5, 10, 15 or 20 (depending
on
which split ratio is used and taking into account such additional decrease
resulting from our repurchase of fractional shares that otherwise would result
from the Reverse Stock Split). Accordingly, the aggregate par value of the
issued and outstanding shares of our common stock, and therefore the stated
capital associated with our common stock, will be reduced, and the additional
paid-in capital (capital paid in excess of the par value) will be increased
in a
corresponding amount for statutory and accounting purposes. If the Reverse
Stock
Split is effected, all share and per share information in our financial
statements will be restated to reflect the Reverse Stock Split for all periods
presented in our future filings, after the effective date of the Reverse Split
Amendment, with the SEC. Our stockholders’ deficit will remain unchanged
following the effective date of the Reverse Split Amendment.
Vote
Required
The
affirmative vote of stockholders having a majority of the voting power of all
outstanding shares of our capital stock entitled to vote at the Special Meeting
is required to approve the Reverse Stock Split and the Reverse Split Amendment.
If Proposal One is approved by the stockholders, it will become effective on
the
date the Amendment is filed with the Delaware Secretary of State. If
Proposal One is
not
approved by the requisite vote of our stockholders, the Proposal will not be
implemented. Proxies solicited by the Board will be voted for this Proposal
One,
unless you specify otherwise in your Proxy.
Recommendation
of our Board of Directors
The
Board
believes that approval of Proposal One is in the best interests of Global
Matrechs and our stockholders for the reasons stated above. The
Board recommends that stockholders vote FOR Proposal One.
PROPOSAL
TWO: AMENDMENT TO GLOBAL MATRECHS’ CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE.
At
the
Special Meeting, stockholders will be asked to approve an amendment (the “Share
Increase Amendment”) of Global Matrechs Amended and Restated Certificate of
Incorporation (the “Certificate of Incorporation”), in order to increase the
number of shares of common stock authorized for issuance thereunder from
300,000,000 to 900,000,000. If the stockholders approve Proposal Two, the Board
will have the authority, in its sole discretion, to file the Share Increase
Amendment.
The
Board
has approved and is hereby soliciting stockholder approval of the Share Increase
Amendment. The proposed amendment will be is in the form set forth in
Appendix B
to this
proxy statement. The par value of our common stock would remain unchanged at
$0.0001 per share. If the stockholders approve this proposal, the Board will
have the authority, in its sole discretion, and without further action on the
part of the stockholders, to increase the number of share of common stock
authorized for issuance by the Company from 300,000,000 to 900,000,000 by filing
the Share Increase Amendment with the Delaware Secretary of State. The increase
to the authorized common stock will become effective upon the filing of the
Share Increase Amendment.
The
Board
has approved the Share Increase Amendment for adoption by our stockholders
because it believes that the increase in the number of shares of common stock
authorized for issuance is in the best interests of Global Matrechs and its
stockholders. However, the Board reserves the right, notwithstanding stockholder
approval, and without further action by the stockholders, to decide not to
proceed with the filing of the Share Increase Amendment if at any time prior
to
the filing of the Share Increase Amendment it determines, in its sole
discretion, that the increase in shares of common stock authorized for issuance
is no longer in the best interests of Global Matrechs and our stockholders.
Thus, a vote FOR Proposal Two will include authorization for the Board not
to
file the Share Increase Amendment in the event that it determines that it would
not be in the best interests of Global Matrechs and our stockholders to file
the
Share Increase Amendment.
Vote
Required
The
affirmative vote of stockholders having a majority of the voting power of all
outstanding shares of our capital stock entitled to vote at the Special Meeting
is required to approve the Share Increase Amendment. If Proposal Two is approved
by the stockholders, it will become effective on the date the Amendment is
filed
with the Delaware Secretary of State. If
Proposal Two is not approved by the requisite vote of our stockholders, the
Proposal will not be implemented. Proxies solicited by the Board will be voted
for this Proposal Two, unless you specify otherwise in your
Proxy.
Recommendation
of our Board of Directors
The
Board
believes that approval of Proposal Two is in the best interests of Global
Matrechs and our stockholders for the reasons stated above. The
Board recommends that stockholders vote FOR Proposal Two.
Other
Matters
Other
than the proposals as discussed in the proxy statement, our Board does not
intend to bring any other matters to be voted on at the meeting. Our Board
is
not currently aware of any other matters that will be presented by others for
action at the meeting. However, if other matters are properly presented at
the
meeting and you have signed and returned your proxy card, the proxies will
have
discretion to vote your shares on such matters to the extent authorized in
applicable regulations of the Securities and Exchange Commission (“SEC”) under
the Securities Exchange Act of 1934 (“Exchange Act”).
Our
Board
may make any and all changes to the form of the Reverse Split Amendment and
Share Increase that it deems necessary in order to file the amendments with
the
Delaware Secretary of State and to give effect to the Reverse Stock Split and/or
the increase in authorized shares of common stock under applicable Delaware
law.
Anti-Takeover
Effects of Increase in Authorized Number of Shares of Common Stock and Reverse
Stock Split
Companies
will sometimes increase the number of authorized but unissued shares of common
stock, whether through a Reverse Stock Split, increase in the authorized number
of shares, or both, as a defensive measure to fend off hostile offers. Because
the Board generally has the ability to approve the issuance of shares without
further stockholder approval once the shares are authorized (except as may
be
required by applicable laws or the rules of any stock exchange or national
securities association trading system on which the securities may in the future
be listed or traded) it could authorize the issuance of the shares to employees
or other stockholders who would vote against a merger, tender offer or proxy
contest, the assumption of control by a holder of a large block of our
securities and the removal of incumbent management, even if such a transaction
were favorable to our stockholders. In such a case, stockholders might be
deprived of benefits that could result from such an attempt, such as realization
of a premium over the market price of their shares in a tender offer or the
temporary increase in market price that could result from such an attempt.
Either of the proposed amendments may have the effect of permitting our current
management, including the current Board, to retain their position, and place
management and the board in a better position to resist changes that
stockholders may wish to make if they are dissatisfied with the conduct of
our
business.
The
shares also could be issued in a private placement, meaning that all of our
stockholders would not be able to participate in the offering and that a single
purchaser or group of purchasers could purchase all of the shares and acquire
a
majority interest in Global Matrechs. No holders of our common stock have
preemptive rights to subscribe to additional securities that we may issue,
meaning they do not have a right to maintain their proportionate ownership
of
Global Matrechs.
These
proposal are not part of a plan by management to adopt a series of anti-takeover
amendments and we do not presently intend to propose other anti-takeover
measures in future proxy solicitations. While the amendment may have
anti-takeover ramifications, the Board believes the flexibility to offer shares
without delay for any business purpose offered by the amendment outweighs any
disadvantages. To the extent that the amendments may have anti-takeover effects,
it may encourage persons seeking to
acquire
Global Matrechs to negotiate directly with the Board, thus enabling the Board
to
consider the proposed transaction in a manner that best serves the interest
of
our stockholders.
Other
than as described above, we do not have any other current plans, proposals
or
arrangements, written or otherwise, to issue additional shares of common stock
at this time. We do not know of any efforts to accumulate our common stock
or
obtain control of Global Matrechs by means of a merger, tender offer,
solicitation in opposition or otherwise. Our Board does not intend to authorize
the issuance of any common stock except on terms which our Board deems to be
in
our best interest and in the best interests of our stockholders at the time
any
such authorization may be made.
Other
Provisions of our Certificate of Incorporation, Bylaws, Stock Incentive Plan
and
Delaware General Corporation Law that have Anti-Takeover Effects
The
following is a brief summary of certain other provisions of our amended and
restated certificate of incorporation, bylaws, and Delaware General Corporation
Law that may have anti-takeover effects:
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Provision
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Anti-Takeover
Effect
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Amended
and Restated Certificate of Incorporation
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Article
IV currently authorizes the board to issue up to 1,000,000 shares
of
preferred stock, with rights and preferences fixed by the board,
at
anytime, without further stockholder approval.
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The
issuance of shares of preferred stock may delay or prevent a change
in
control transaction without further action by our stockholders.
As a
result, the market price of our common stock and the voting and
other
rights of the holders of our common stock may be adversely affected.
The
issuance of preferred stock may result in the loss of voting control
to
others.
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Article
V authorizes the board to amend, repeal, alter or rescind the bylaws
at
any time without stockholder approval, and Article VIII requires
stockholder amendments to the bylaws to be approved by at least
75% of
outstanding shares entitled to vote.
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Enhances
board control over our bylaws and limits the ability of our stockholders
to effect changes quickly with a simple majority vote.
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Article
VIII provides that vacancies on the board may only be filled by
vote of
the remaining members of the board, and also provides that a director
may
only be removed by stockholders if such removal is for cause and
stockholders supporting such removal hold at least 75% of the outstanding
voting stock.
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Limits
or eliminates the ability of a potential acquiror to gain influence
at the
board level until the next stockholder meeting called for purposes
of
election of the board. Limits the ability of stockholders to remove
members of the board outside of a meeting called for purposes of
electing
directors.
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Article
VIII provides that the directors are divided into three classes
as nearly
equal in number as possible and are elected to three year terms.
The three
year terms are staggered by class, such that each year, the terms
of one
class of directors expire.
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Precludes
the removal of more than one class of the Board at any annual meeting,
unless for cause and with the affirmative vote of holders of at
least 75%
of our outstanding voting stock, as described above.
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Article
VIII requires any amendment or repeal of Articles VIII (number
of
directors, election of directors and vacancies, amendment of by-laws)
be
approved by the holders of at least 75% of our outstanding voting
stock.
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Precludes
a reduction in specified board powers or the removal of the specified
limitations, restrictions and requirements applicable to stockholder
actions until such time as proponents of such changes hold voting
stock
representing at least 75% of our outstanding voting stock. Accordingly,
these provisions may
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discourage
potential acquisition transactions by making such transactions
more
difficult to implement.
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Article
X provides that special meetings of the stockholders may only be
called by
the chairman of the board of directors, a majority of the board
or
stockholders representing at least 40% of the votes at that
meeting
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This
precludes a potential acquiror or stockholders supporting a potential
take-over from calling a special stockholders meeting until such
time as
they hold at least 40% of our voting stock.
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Bylaws
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Article
V provides that vacancies in the board may be filled by vote of
a majority
of directors then in office.
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Precludes
or limits the ability of a potential acquiror to appoint representatives
to the board of directors prior to the annual meeting of
stockholders.
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Delaware
General Corporation Law
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Section
203 of the Delaware General Corporation Law or DGCL which regulates
corporate acquisitions prohibits Delaware corporations from engaging,
under some circumstances, in a “business combination” with any “interested
stockholder” for three years following the date that such stockholder
becomes an interested stockholder. A Delaware corporation may “opt out” of
the protections of Section 203 with an express provision in its
certificate of incorporation. We have not “opted out” of the protections
of Section 203.
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SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
At
the
close of business on Wednesday, March 6, 2006, there were issued and outstanding
242,193,480 shares of our common stock. The following table provides information
regarding beneficial ownership of our common stock as of March 6,
2006 by:
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each
person known by us to be the beneficial owner of more than five percent
of
our common stock;
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each
executive officer named in the summary compensation table;
and
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all
of our current directors and executive officers as a
group.
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The
persons named in this table have sole voting and investment power with respect
to the shares listed, except as otherwise indicated. The inclusion of shares
listed as beneficially owned does not constitute an admission of beneficial
ownership. Shares included in the “Right to Acquire” column consist of shares
that may be purchased through the exercise of options that vest within 60 days
of March 6, 2006. Unless otherwise noted, the address for each o the persons
listed below is c/o Global Matrechs, Inc., 90 Grove Street, Suite 201,
Ridgefield, Connecticut 06877.
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Shares
Beneficially Owned
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Name
and Address of Beneficial Owner
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Outstanding
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Right
to
Acquire
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Total
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Percent
|
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Randolph
Graves (1)
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0
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300,000
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300,000
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*
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George
Bokuchava, Ph.D. (2)
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40,059
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25,000
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64,559
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*
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Nino
Doijashvili (3)
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5,444
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46,428
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51,372
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*
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Timothy
Robinson (4)
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0
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150,000
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150,000
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*
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Mark
Allen
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0
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0
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0
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*
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Michael
Sheppard
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0
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2,200,000
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2,200,000
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*
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Thomas
L. Folsom
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0
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100,000
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100,000
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*
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K.
Ivan F. Gothner
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0
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350,000
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350,000
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*
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All
current directors and executive officers as a
group
(3 persons)
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0
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2,650,000
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2,650,000
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*
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______________________
* Represents
beneficial ownership of less than 1.0%.
(1) Mr.
Graves resigned from our company on May 16, 2005.
(2) Mr.
Bokuchava resigned from our company on May 31, 2004.
(3) Mr.
Doijashvili resigned from our company on May 31, 2004.
(4) Mr.
Robinson resigned from our company as an officer on May 31, 2004 and as a
director on July 1, 2004.
(5) Mr.
Allen
resigned from our company as an officer and director on December 29,
2005.
Stockholder
proposals for inclusion in our proxy materials relating to our 2006 annual
meeting of stockholders must be received by us at our executive offices a
reasonable time before we begin to print and mail our proxy materials with
respect to that meeting.
In
addition, our by-laws provide that a stockholder desiring to bring business
before any meeting of stockholders must give timely written notice to our
secretary in accordance with the procedural requirements set forth in our
by-laws. In the case of a regularly scheduled annual meeting, written notice
must be delivered to or mailed and received at our principal executive offices
not less than 60 days before the scheduled annual meeting, must describe the
business to be brought before the meeting and must provide specific information
about the stockholder, other supporters of the proposal, their stock ownership
and their interest in the proposed business. Our by-laws further provide that
in
the event less than sixty days’ notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the stockholder to
be
timely must be so received not later than the close of business on the tenth
day
following the earlier of the day on which such notice of the date of the meeting
was mailed or the date on which such public disclosure was made.
Our
Certificate of Incorporation provides that a stockholder desiring to nominate
one or more directors must provide written notice to the corporation of such
stockholder’s intent to make such nomination or nominations not later than (i)
in the case of an election to be held at an Annual Meeting of Stockholders,
90
days prior to such meeting or (ii) in the case of an election to be held at
a
Special Meeting of Stockholders, the close of business on the seventh day
following the date on which notice of such meeting is first given to
stockholders.
Dear
Stockholder,
Please
take note of the important information enclosed with this proxy
card.
Your
vote
counts, and you are strongly encouraged to exercise your right to vote your
shares.
Please
mark the boxes on this proxy card to indicate how your shares will be voted.
Then sign the card and return it in the enclosed postage-paid
envelope.
Your
vote
must be received prior to the Special Meeting of Stockholders to be held
on April 25, 2006.
Thank
you
in advance for your prompt consideration of these matters.
Sincerely,
Global
Matrechs, Inc.
GLOBAL
MATRECHS, INC.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GLOBAL
MATRECHS, INC.
A
STOCKHOLDER WISHING TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD
NEED ONLY SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE.
Proxy
for Special Meeting of Stockholders
to
be held on April 25, 2006
The
undersigned hereby appoints Michael Sheppard and K.IF. Gothner, or either of
them acting singly, proxies and attorneys-in-fact, with full power of
substitution, to vote all shares of Common Stock of Global Matrechs, Inc.,
which
the undersigned is entitled to vote at the Special Meeting of Stockholders
to be
held at the offices of Foley Hoag LLP, World Trade Center West, 155 Seaport
Boulevard, Boston, Massachusetts, 02210-2600, on April 25, 2006 at 10:00 a.m.,
EDT, and at any adjournments thereof, upon matters set forth in the Notice
of
Special Meeting and Proxy Statement dated March [__], 2006, a copy of which
has
been received by the undersigned, and in their discretion upon any business
that
may properly come before the meeting or any adjournments thereof. Attendance
of
the undersigned at the meeting or any adjourned session thereof will not be
deemed to revoke this proxy unless the undersigned shall affirmatively indicate
the intention of the undersigned to vote the shares represented hereby in person
prior to the exercise of this proxy.
Vote
by Internet - www.proxyvote.com
Use
the
Internet to transmit your voting instructions and for electronic delivery of
information until 11:59 P.M. Eastern time on April 24, 2006. Please have your
proxy card at hand when you access the website. You will be prompted to enter
your 12-digit Control Number, located below, to obtain your records and create
an electronic voting instruction form.
Vote
by Mail
Mark,
sign and date your proxy card and return it in the postage-paid envelope we
have
provided for your use, or return it to Global Matrechs, Inc., c/o ADP, Proxy
Services, P.O. Box 9141, Farmingdale, NY 11735.
PLEASE
VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please
sign exactly as your name(s) appear(s) on the books of the Company. Joint owners
should each sign personally. Trustees and other fiduciaries should indicate
the
capacity in which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an authorized
officer who should state his or her title.
GLOBAL
MATRECHS, INC.
c/o
Proxy Services
P.O.
Box 9141
Farmingdale,
NY 11735
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH PROPOSAL. PLEASE SIGN, DATE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR
BLACK
INK AS SHOWN HERE
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1.
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To
approve an amendment to our Certificate of Incorporation to effect
a
reverse split of our issued and outstanding common stock at any one
of the
following ratios: 1-for-5, 1-for-10, 1-for-15, or
1-for-20.
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o FOR |
o AGAINST |
o ABSTAIN |
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2.
|
To
approve an amendment to our Certificate of Incorporation to increase
to
Nine Hundred Million (900,000,000) the number of shares of common
stock
which the Company is authorized to
issue.
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o FOR |
o AGAINST |
o ABSTAIN |
THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN WITH RESPECT TO THE PROPOSALS SET FORTH ABOVE, WILL BE VOTED
FOR
SUCH
PROPOSALS.
| DATED: __________, 2006 |
Signature of
Stockholder(s):____________________
Print Name:
______________________
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Mark
here
if you plan to attend the meeting: o
Your
vote is important. Please vote immediately.
APPENDIX
A - CERTIFICATE OF AMENDMENT TO CERTIFICATE OF
INCORPORATION
Certificate
of Amendment
to
Certificate
of Incorporation
of
Global
Matrechs, Inc.
It
is
hereby certified that:
1. The
name
of the corporation (hereinafter called the “Corporation”) is Global Matrechs,
Inc.
2. That
Article IV of the Amended and Restated Certificate of Incorporation of the
Corporation, as amended, be further amended as follows by inserting the
following new paragraph immediately following the first paragraph of said
Article IV:
“Immediately
upon the filing and effectiveness of this Certificate of Amendment to
Certificate of Incorporation (the “Effective Time”), each share of the
Corporation’s common stock, par value $0.0001 per share (the “Original Common
Stock”), shall be combined, reclassified and changed into [one
twentieth (1/20), one fifteenth (1/15), one tenth (1/10) or one fifth
(1/5)]
of one
fully paid and nonassessable share of Common Stock without any action on the
part of the holder thereof (the “Reverse Split”). At and after the Effective
Time, each outstanding certificate that prior thereto represented shares of
Original Common Stock shall be deemed for all purposes to evidence ownership
of
and to represent that number of shares of Common Stock into which the shares
represented by such certificate shall have been combined, reclassified and
changed as herein provided. Until any such outstanding stock certificate shall
have been surrendered for transfer or otherwise accounted for to the
Corporation, the registered owner thereof on the books and records of the
Corporation shall have and be entitled to exercise any voting and other rights
with respect to, and to receive any dividend and other distributions upon,
the
shares of Common Stock issuable to the holder thereof upon surrender of such
certificate. All shares of Common Stock issued to any holder of Original Common
Stock as a result of the Reverse Split shall be aggregated for the purpose
of
determining the number of shares of Common Stock to which such holder shall
be
entitled, and no fractional shares shall be issued in connection with the
Reverse Split. Any
stockholder who would otherwise be entitled to receive a fractional share of
Common Stock as a result of the Reverse Split shall receive in lieu thereof
cash
in an amount equal to such fraction multiplied by the fair market value of
the
Common Stock immediately following the Effective Time, as determined in good
faith by the Board of Directors.”
The
remainder of Article IV shall remain unchanged.
3. The
amendments set forth in this Certificate
of
Amendment have been duly adopted by the Corporation in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to
Certificate of Incorporation to be signed by [____________], its
[_____________________], thereto duly authorized, this _____ day of
[_____________], 200[_].
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GLOBAL
MATRECHS,
INC. |
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By: |
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APPENDIX
B - CERTIFICATE OF AMENDMENT TO CERTIFICATE OF
INCORPORATION
Certificate
of Amendment
to
Certificate
of Incorporation
of
Global
Matrechs, Inc.
It
is
hereby certified that:
1. The
name
of the corporation (hereinafter called the “Corporation”) is Global Matrechs,
Inc.
2. That
Article IV of the Amended and Restated Certificate of Incorporation of the
Corporation, as amended, be further amended to increase the number of shares
of
the common stock, $.0001 par value per share, authorized for issuance thereunder
by deleting the first paragraph thereof in its entirety and replacing said
paragraph with the following paragraph:
“IV
The
total
number of shares of capital stock which the Corporation is authorized to issue
is Nine Hundred One Million divided into two classes as follows:
(1) Nine
Hundred Million (900,000,000) shares of common stock, $.0001 par value per
share
(“Common Stock”); and
(2) One
Million (1,000,000) shares of preferred stock, $.01 par value per share
(“Preferred Stock”).”
The
remainder of Article IV shall remain unchanged.
3. The
amendments set forth in this Certificate of Amendment have been duly adopted
by
the Corporation in accordance with the provisions of Section
242 of
the General Corporation Law of the State of Delaware.
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to
Certificate of Incorporation to be signed by [____________], its
[_____________________], thereto duly authorized, this _____ day of
[_____________], 200[_].
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GLOBAL
MATRECHS,
INC. |
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By: |
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