UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
(RULE
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 14a-5(d) (1))
[ ] Definitive Information Statement
HYBRID COATING TECHNOLOGIES INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check appropriate box):
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[X]
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No fee required.
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[ ]
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Fee computed on table below per
Exchange Act Rules 14a-6(1) and 0-11.
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(1)
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Title of each class of securities to which transaction
applies: Not Applicable
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(2)
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Aggregate number of securities to which transaction
applies: Not Applicable
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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): Not
Applicable
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(4)
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Proposed maximum aggregate value of transaction: Not
Applicable
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(5)
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Total fee paid: Not
Applicable
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[ ]
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
the 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 date of its
filing:
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Amount Previously
Paid: Not Applicable
Form,
Schedule or Registration Statement
No.: Not Applicable
Filing
Party: Not Applicable
Date
Filed: Not Applicable
HYBRID COATING TECHNOLOGIES INC.
950 John Daly Blvd.,
Suite 260,
Daly City, CA 94015
, 2017
Dear Stockholder:
This Information Statement is furnished to holders of shares
of common stock, par value $0.001 per share (the "Common Stock"), of Hybrid
Coating Technologies Inc. (the "Company"). Our Board of Directors approved on
January 9, 2017, and recommended the approval by our stockholders, of the
following corporate actions (“Corporate Action”):
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1.
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To approve the increase in authorized share capital to 25,000,000,000 shares of common stock (“Common
stock”) (the “Common Stock Authorized Share Capital Increase”);
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2.
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To approve the increase in authorized share capital to 55,000,000 shares of Series B Preferred Stock (the
“Series B Authorized Share Capital Increase”);
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Certain of our stockholders, holding a majority of our voting
power on January 10, 2017 (the “Record Date”), approved the Corporate Action by
written consent in lieu of a special meeting of stockholders.
As a matter of regulatory compliance, we are
sending to you this Information Statement which describes the purpose and
provisions of the contemplated Corporate Action.
For the Board of Directors of
HYBRID COATING TECHNOLOGIES INC.
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By:
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Joseph Kristul
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President and CEO
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HYBRID COATING TECHNOLOGIES INC.
950 John Daly Blvd.,
Suite 260,
Daly City, CA 94015
, 2017
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14C-2 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE
REQUESTED NOT TO SEND US A PROXY
GENERAL
We are sending you this Information Statement to inform you of
the adoption of the Corporate Action amendment to the Company's Articles of
Incorporation (the "Amendment"), on January 12, 2017, by a vote of stockholders
holding a majority of the Company's voting power. The purpose of this
Information Statement is to provide notice that the Company’s majority
stockholders, holding an aggregate of 1,706,002,094 votes, representing 51.96% of the
voting power of the Company as of the Record Date, executed a written consent
authorizing and approving the following corporate actions (the “Corporate
Action”):
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1.
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The Common Stock Authorized Share Capital
Increase;
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2.
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The Series B Authorized Share Capital Increase;
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The Certificate of Amendment to the Company’s Articles of
Incorporation is attached hereto as
Exhibit A
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The adoption of the foregoing Corporate Actions will become
effective 20 calendar days after the mailing of this Information Statement. The
Board of Directors is not soliciting your proxy in connection with the adoption
of these Corporate Actions and proxies are not being requested from
stockholders.
The Company is distributing this Information Statement to its
stockholders in full satisfaction of any notice requirements it may have under
the Nevada Revised Statutes. No additional action will be undertaken by the
Company with respect to the receipt of written consents, and no dissenters'
rights with respect to the receipt of the written consents, and no dissenters'
rights under the Nevada Revised Statutes are afforded to the Company's
stockholders as a result of the adoption of this Corporate Actions.
Expenses in connection with the distribution of this
Information Statement, will be paid by the Company.
VOTE REQUIRED; MANNER OF APPROVAL
Approval to amend and restate the current Articles of
Incorporation of the Company under the Nevada Revised Statutes ("NRS") requires
the affirmative vote of the holders of a majority of the voting power of the
Company.
Section 78.320 of the NRS provides, in substance, that, unless
the Company's Articles of Incorporation provides otherwise, stockholders may
take action without a meeting of stockholders and without prior notice if a
consent or consents in writing, setting forth the action so taken, is signed by
the holders of outstanding voting stock holding not less than the minimum number
of votes that would be necessary to approve such action at a stockholders
meeting. Under the applicable provisions of the NRS, this action is effective
when written consents from holders of record of a majority of the outstanding
voting power are executed and delivered to the Company.
In accordance with the NRS, the affirmative vote on the
Corporate Action of at least a majority of the outstanding voting power has been
obtained. As a result, no vote or proxy is required by the stockholders to
approve the Corporate Action.
Under Rule 14c-2 promulgated under the Securities Exchange Act
of 1934, as amended (the "Act"), the Corporate Action cannot take effect until
20 days after this Information Statement is sent to the Company's stockholders. As mentioned earlier, the Company expects to
effect the Common Stock Authorized Share Capital Increase and the Series B
Preferred Stock Authorized Share Capital Increase by filing a Certificate of
Amendment with the Nevada Secretary of State approximately twenty (20) days
after the Mailing Date, which is anticipated to be on or about February 13,
2017.
OTHER INFORMATION REGARDING THE COMPANY
As of the record date, there were 1,708,413,189 shares of our
Common Stock issued and outstanding and 3,150,000 shares of Series B Preferred
Stock issued and outstanding. Each share of Common Stock is entitled to one
vote, each share of Series B Preferred Stock is entitled to 500 votes. For the
approval of the Common Stock Authorized Share Capital Increase and of the Series
B Preferred Stock Authorized Share Capital Increase, the Company received
written consents from 3 stockholders of the Company together holding 51.96% of the
voting power of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information concerning
the number of shares of the Company’s stock owned beneficially as of the Record
Date by: (i) each person (including any group) known by the Company to own more
than five percent (5%) of any class of its voting securities, (ii) each of the
Company’s directors and each of its named executive officers, and (iii) officers
and directors as a group. Unless otherwise indicated, the stockholders listed
possess sole voting and investment power with respect to the shares shown.
Title of Class
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Name and Address
of
Beneficial Owner
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Amount
and Nature of
Beneficial
Ownership
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Percentage of
Common
Stock
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Percentage
of
Series
B
Preferred
Stock
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Percentage
of Voting
Capital
(2)
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DIRECTORS AND OFFICERS
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Common
Stock
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Joseph Kristul
Director
CEO, President
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13,703
Direct
500
(1)
Indirect
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0.001%
-------
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----
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0.00042%
-------
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Common
Stock
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Darin Nellis
Secretary
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34,946
Direct
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0.002%
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----
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0.001%
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Common
Stock
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Alex Trossman
Director
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313
Direct
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-------
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----
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------
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Common
Stock
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All Officers and
Directors as a
Group
(3 persons)
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49,462
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0.003%
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-----
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0.00142%
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5% STOCKHOLDERS
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Common
Stock
Series B
Preferred
Stock
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Nanotech Industries
Inc.
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40,566 Direct
3,150,000
Direct
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0.002%
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100%
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0.00124%
47.97%
Total:
47.97124%
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Notes
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(1)
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Represents 500 shares owned by Mr. Kristul’s wife, Maria
Kristul.
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The table below sets forth all compensation awarded to, paid to
or earned by the Registrant’s President, Chief Executive Officer and Chief
Financial Officer, and by the Secretary and Director of Sales and Marketing for
the fiscal year of the Company indicated.
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Nonequity
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Nonqualified
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Name and
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Incentive
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Deferred
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All
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Principal
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Stock
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Option
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Plan
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Compensation
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Other
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Position
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Year
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Salary
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Bonus
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Awards
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Awards
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Compensation
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Earnings
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Compensation
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Total
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($)
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($)
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($)
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($)
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($)
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($)
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($)
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($)
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Joseph Kristul
Director,
President,
Chief
Executive
Officer and
Chief
Financial
Officer
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2015
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0
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0
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$0
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48,600
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0
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0
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0
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48,600
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Darin Nellis,
Secretary,
Director of
Sales and
Marketing
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2015
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0
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0
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43,434, 0
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0
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0
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0
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43,434
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Compensation of Executive Officers
Mr. Kristul received 6,000,000 warrants for a fair value of $48,600 in 2015, Mr. Nellis received 5,246,069 shares of Common Stock for fair value of $43,434 included in stock based compensation.
Compensation of Directors
The Company has not compensated our directors for service on the board of directors.
Employment Agreements
The Company has not entered into any employment agreements with our executive officers or other employees to date.
Long-Term Incentive Plans
The Company currently has no long-term incentive plans.
Grants of Plan-Based Awards
No plan-based awards were granted to any of our named executive officers during the fiscal year ended December 31, 2015 or since December 31, 2015.
Outstanding Equity Awards at Fiscal Year End
As of December 31, 2015, Joseph Kristul held 480,000 warrants expiring March 14, 2018 and 6,000,000 warrants expiring June 15, 2020.
Option Exercises and Stock Vested
No options to purchase our capital stock were exercised by any of our named executive officers, nor was any restricted stock held by such executive officers vested during the fiscal year ended December 31, 2015.
Pension Benefits
No named executive officers received or held pension benefits during the fiscal year ended December 31, 2015 or since December 31, 2015.
Nonqualified Deferred Compensation
No nonqualified deferred compensation was offered or issued to any named executive officer during the fiscal year ended December 31, 2015.
PROPOSAL NUMBER ONE
APPROVAL OF INCREASE OF COMMON STOCK AUTHORIZED SHARE
CAPITAL
The Board of
Directors believes that the Common Stock Authorized Share Capital Increase would
give it flexibility, without further stockholder action, to issue shares of
common stock for purposes including equity financings, as well as share
issuances upon the exercise of convertible securities. in light of the current
market price and trading activity of the common shares of the Company and the
rights of certain holders of convertible securities to convert at a price
contingent upon market price. The Board of Directors has determined that it is
in the best interest of the Company to increase the authorized number of common
shares in order to meet the obligations of the Company.
At the present time, the Board has not made any
specific plan with respect to the shares of Common Stock that will be available
for issuance after the Common Stock Authorized Share Capital Increase.
PROPOSAL NUMBER TWO
APPROVAL OF INCREASE OF SERIES B AUTHORIZED SHARE
CAPITAL
The Board of Directors believes that the Series B
Authorized Share Capital Increase would give it flexibility in connection with
future transactional and corporate activity including issuances as part or all
of the consideration required to be paid by the Company for potential licenses
and exclusivity thereof, in furtherance of its business growth and development.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
Effective Time
The Corporate Action described above will automatically be
effective, and may be implemented by the Company, 20 days after the date that
this Information Statement is mailed to the stockholders of the Company.
INTEREST OF CERTAIN PERSONS IN OR IN OPPOSITION TO THE
MATTERS TO BE ACTED UPON
No director, executive officer, associate of any officer or
director or executive officer, or any other person has any interest, direct or
indirect, by security holdings or otherwise, in the amendment to the Certificate
of Incorporation referenced herein which is not shared by the majority of the
stockholders.
OTHER MATTERS
If you and others who share your mailing address own Common
Stock in street name, meaning through bank or brokerage accounts, you may have
received a notice that your household will receive only one annual report and
proxy statement from each company whose stock is held in such accounts. This
practice, known as "householding" is designed to reduce the volume of duplicate
information and reduce printing and postage costs. Unless you responded that you
did not want to participate in householding, you were deemed to have consented
to it, and a single copy of this Information Statement has been sent to your
address. Each stockholder will continue to receive a separate notice.
If you would like to receive an individual copy of this
Information Statement, we will promptly send a copy to you upon request by mail
to the Company at 950 John Daly Blvd., Suite 260, Daly City, CA 94015, or by
calling (650) 491-3449. This document is also available in digital form for
download or review by visiting the website of the Securities and Exchange
Commission at
www.sec.gov
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ADDITIONAL INFORMATION
We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance with the
requirements thereof, file reports, proxy statements and other information with
the Securities and Exchange Commission ("SEC"). Copies of these reports, proxy
statements and other information can be obtained at the SEC's public reference
facilities at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C., 20549. Additionally, these filings may be viewed at the SEC's website at
http://www.sec.gov
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The following documents as filed with the Commission by the
Company are incorporated herein by reference:
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1.
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Quarterly Report on Form 10-Q and 10Q/A for the quarter
ended March 31, 2016;
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2.
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Quarterly Report on Form 10-Q and 10Q/A for the quarter
ended June 30, 2016; Quarterly Report on Form 10-Q and 10Q/A for the
quarter ended September 30, 2016; and
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3.
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Annual Report on Form 10-K and 10K/A for the year ended
December 31, 2015.
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SIGNATURE
Pursuant to the requirements of the Exchange Act of 1934, as
amended, the Registrant has duly caused this Information Statement to be signed
on its behalf by the undersigned hereunto authorized.
BY ORDER OF THE BOARD OF
DIRECTORS
HYBRID COATING TECHNOLOGIES
INC.
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By:
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Joseph Krisul
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President and CEO
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EXHIBIT A
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATI
ON
FOR PROFIT NEVADA CORPORATIO
N
S
(Pursuant to NRS 78.385 and 78.390 - After Issuance of
Stock
)
The Articles of Incorporation of Hybrid Coating Technologies
Inc. are amended as follows:
1. The first
paragraph of Article 4 of the
Articles of Incorporation has been replaced and shall hence forth with read as
follows:
“Fourth.
That the aggregate number of shares which this
Corporation shall have the authority to issue is five billion (25,056,000,000)
shares, consisting of: (i) twenty-five billion (25,00,000,000) shares of Common stock
with a par value of one tenth of one cent ($0.001) per share, (ii) one million
(1,000,000) shares of Series A Preferred Stock with a par value of one tenth of
one cent ($0.001) per share, and (iii) fifty-five million (55,000,000) shares of
Series B Preferred Stock with a par value of one tenth of one cent ($0.001) per
share. A description of the relative rights, voting power, preferences granted
to, and restrictions imposed on each series of Preferred Stock are as set forth
in this Article 4.
2. The vote by which
the stockholders holding shares in the corporation entitling them to exercise at
least a majority of the voting power, or such greater proportion of the voting
power as may be required in the case of a vote by classes or series, or as may
be required by the provisions of the articles of incorporation have voted in
favor of the amendment is: 51.96%
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Signatures:
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HYBRID COATING TECHNOLOGIES INC.
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By: _________________
Joseph
Kristul,
President and CEO
__________, 2017