SCHEDULE
14A
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the
Registrant [X]
Filed by Party
other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
ADVANTEGO
CORPORATION
(Name of Registrant as Specified In Its
Charter)
William
T. Hart - Attorney for Registrant
(Name of Person(s)
Filing Proxy Statement)
Payment of
Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange
Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
1
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
2
ADVANTEGO
CORPORATION
1 Park Plaza, Suite 600
Irvine, CA 92614
(949) 627-8977
NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD
____________, 2019
To the Stockholders:
Notice is hereby given that a special meeting of the
stockholders (the "Meeting") of Advantego Corporation (the
"Company") will be held at 1 Park Plaza, Suite 600, Large
Conference Room, Irvine, CA 92614 on _____________, 2019 at 10:00
a.m. (Pacific Time), for the following purpose:
o to approve an amendment to the Company's Articles of
Incorporation to increase the Company's authorized capitalization
to 5,000,000,000 shares of common stock.
October __, 2019 is the record date for the determination of
stockholders entitled to notice of and to vote at the Meeting (the
"Record Date"). Holders of the Company's common stock and Series B
preferred stock are entitled to one vote at the special meeting of
shareholders.
Shareholders of the Company owning a majority of the Company's
outstanding common stock (two persons) intend to one vote in favor
of the proposal to come before the meeting.
ADVANTEGO
CORPORATION
____________, 2019 Robert W. Ferguson Chief Executive
Officer
PLEASE
INDICATE YOUR VOTING INSTRUCTIONS
ON THE ATTACHED PROXY
CARD,
AND SIGN, DATE AND RETURN THE PROXY CARD.
TO SAVE THE COST OF FURTHER SOLICITATION,
PLEASE VOTE PROMPTLY.
3
ADVANTEGO
CORPORATION
1 Park Plaza, Suite 600
Irvine, CA 92614
(949) 627-8977
PROXY
STATEMENT
The accompanying proxy is solicited by the Company's directors
for voting at the special meeting of shareholders to be held on
___________, 2019 and at all adjournments of such meeting. If the
proxy is executed and returned, it will be voted at the meeting in
accordance with any instructions, and if no specification is made,
the proxy will be voted for the proposal set forth in the
accompanying notice of the special meeting of shareholders.
Shareholders who execute proxies may revoke them at any time before
they are voted, either by writing to the Company at the address
shown above or in person at the time of the meeting. Additionally,
any later dated proxy will revoke a previous proxy from the same
shareholder. This proxy statement was posted on the Company's
website on or about ___________, 2019.
Holders of the Company's common stock and Series B preferred
stock are entitled to vote at the special meeting of shareholders.
As of October 1, 2019, the Company had 32,408,494 outstanding
shares of common stock, with each common share entitled to one vote
at the special meeting. As of October 1, 2019, the Company had
240,000 outstanding shares of Series B preferred stock, with each
preferred share entitled to one vote at the special meeting.
Provided a quorum consisting of a majority of the shares entitled
to vote is present at the meeting, the adoption of the proposals to
come before the meeting will be approved if the votes cast in favor
of the proposal exceed the votes cast against the proposal.
Shares of the Company's common stock represented by properly
executed proxies that reflect abstentions or "broker non-votes"
will be counted as present for purposes of determining the presence
of a quorum at the special meeting. "Broker non-votes" represent
shares held by brokerage firms in "street-name" with respect to
which the broker has not received instructions from the customer or
otherwise does not have discretionary voting authority. Abstentions
and broker non-votes will not be counted as having voted against
the proposal to be considered at the meeting.
PRINCIPAL
SHAREHOLDERS
The following table lists, as of October 1, 2019, the
shareholdings of (i) each person owning beneficially 5% or more of
the Company's common stock; (ii) each executive officer and
director of the Company, and (iii) all officers and directors as a
group. Unless otherwise indicated, each owner has sole voting and
investment power over his shares of common stock.
Name and Address Number of Shares Percent of Class
Robert W. Ferguson 4,576,454 14.1%
1 Park Plaza, Suite 600
Irvine, CA 92614
Fred Popke 4,651,454 14.2%
1 Park Plaza, Suite 600
Irvine, CA 92614
4
|
Tracy A. Madsen 64,795 0.2%
17 N. Foxhill Rd.
North Salt Lake, UT 84054
John J. Carvelli -- --
450 Vista Roma
Newport Beach, CA 92660
James Mason -- --
1 Park Plaza, Suite 600
Irvine, CA 92614
All Officers and Directors 9,292,703 28.7%
as a group (5 persons)
|
The following table lists, as of October 1, 2019, the
shareholdings of each person owning the Company's Series B
preferred stock. Unless otherwise indicated, each owner has sole
voting and investment power over his shares of preferred stock:
Name and Address Number of Shares (1) Percent of Class
---------------- ---------------- ----------------
Steve Olson 30,000 13%
30-4 Woodland Hills Drive
Southgate, Kentucky 41071
Joseph Smith 25,000 10%
725 College Terrace
Niagara Falls, NY 14305
Stuart Rubin 25,000 10%
5876 N.W. 54th Circle
Coral Springs, FL 33067
Robert W. Feguson 80,000 33%
1 Park Plaza, Suite 600
Irvine, CA 92614
Fred Popke 80,000 33%
1 Park Plaza, Suite 600
Irvine, CA 92614
|
(1) Each Series B preferred share is convertible into one-half
of a share of the Company's common stock and is entitled to one
vote on any matter submitted to the Company's shareholders.
5
PROPOSAL TO INCREASE THE
AUTHORIZED COMMON STOCK OF THE COMPANY
Currently, the Company is authorized to issue 2,000,000,000
shares of Common Stock. As of the October 1, 2019, there were
32,408,494 shares of Common Stock outstanding, with an additional
1,967,591,506 shares needed to be reserved for the issuance upon
conversion of outstanding notes. The agreements with most of the
holders of the Company's convertible notes require the Company to
reserve with its transfer agent a multiple of the shares which the
Company may be required to issue upon the conversion of the notes.
As of October 1, 2019 the Company was required to reserve for
issuance approximately 2,500,000,000 shares of common stock, even
though the actual number of shares which the Company would be
required to issue as of October 1, 2019 upon the conversion of all
outstanding notes would be 1,967,591,506 shares of common
stock.
Consequently, the Company does not have sufficient shares to
meet the share reserve requirements as provided by the terms of its
agreements with the note holders.
As a general matter, the Board of Directors does not believe the
currently available number of unissued shares of Common Stock is an
adequate number of shares to assure that there will be sufficient
shares available for issuance in connection with possible future
acquisitions, equity and equity-based financings, possible future
awards under employee benefit plans, stock dividends, stock splits,
and other corporate purposes. Therefore, the Board of Directors has
approved the increase in authorized shares of Common Stock as a
means of providing the Company with the flexibility to act with
respect to the issuance of either the Common Stock or securities
exercisable for, or convertible into Common Stock in circumstances
which they believe will advance the interests of the Company and
its stockholders without the delay of seeking an amendment to the
Articles of Incorporation at that time.
The Company currently does not have sufficient funds to fund
operations and pay its debt obligations as they become due. As a
result, the Board of Directors is considering, and will continue to
consider, various financing options, including the issuance of
Common Stock or securities convertible into Common Stock from time
to time to raise additional capital necessary to support the future
growth of the Company. As a result of the increase in authorized
capital, the Board of Directors will have more flexibility to
pursue opportunities to engage in possible future capital market
transactions involving Common Stock or other securities convertible
into Common Stock, including, without limitation, public offerings
or private placements of such Common Stock or securities
convertible into Common Stock. With the increase to 5,000,000,000
shares of authorized Common Stock the Company could raise
substantial funds through the issuance of convertible debt to help
fund operations and pay its debt obligations. The issuance of such
convertible notes and the subsequent conversion by those
noteholders could cause the Company to issue substantial shares of
its Common Stock, causing dilution to existing shareholders.
The additional shares of Common Stock which may be authorized
for issuance may be issued for any proper purpose from time to time
upon authorization by the Board of Directors, without further
approval by the stockholders unless required by applicable law,
rule or regulation, including, without limitation, rules of any
trading market that the Company's Common Stock may trade on at that
time. Shares may be issued for such consideration as the Board of
Directors may determine and as may be permitted by applicable
law.
6
The increase in the authorized shares of Common Stock is not
intended to be as a means of preventing or dissuading a change in
control or takeover of the Company. However, use of these shares
for such a purpose is possible. Authorized but unissued or
unreserved shares of Common Stock, for example, could be issued in
an effort to dilute the stock ownership and voting power of persons
seeking to obtain control of the Company or could be issued to
purchasers who would support the Board of Directors in opposing a
takeover proposal. In addition, the increase in authorized shares
of Common Stock may have the effect of discouraging a challenge for
control or make it less likely that such a challenge, if attempted,
would be successful. The Board of Directors and executive officers
of the Company have no knowledge of any current effort to obtain
control of the Company or to accumulate large amounts of Common
Stock.
The holders of Common Stock are not entitled to preemptive
rights with respect to the issuance of additional Common Stock or
securities convertible into or exercisable for Common Stock.
The holders of Common Stock will not realize any dilution in
their percentage of ownership of our company or their voting rights
as a result of the increase. However, issuances of significant
numbers of additional shares of Common Stock in the future (i) will
dilute stockholders' percentage ownership of our company and (ii)
if such shares are issued at prices below what current stockholders
paid for their shares, may dilute the value of current
stockholders' shares.
The increase in authorized capital will not change the terms of
the Company's outstanding Common Stock. The additional Common Stock
for which authorization is sought will have the same voting rights
and liquidation rights, the same rights to dividends and
distributions and will be identical in all other respects to the
Common Stock now authorized.
The Company is presently authorized to issue 10,000,000 shares
of preferred stock, If adopted, the proposal to increase the number
of common shares which the Company is authorized to issue will not
have any effect on the Company's preferred stock.
If the proposal to increase the Company's capitalization is
approved, the Amendment to the Company's Articles of Incorporation,
a copy of which is attached to this proxy statement, will be filed
with the Colorado Secretary of State.
No dissenters' or appraisal rights under Colorado law are
afforded to the Company's stockholders as a result of the approval
of the increase in the authorized capital.
WHERE YOU CAN FIND MORE
INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and files reports and other information with the SEC.
Such reports and other information filed by the Company may be
inspected and copied at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C.20549, as well as in the SEC's public
reference rooms in New York, New York and Chicago, Illinois. Please
call the SEC at 1-800-SEC-0330 for further information on the
operation of the SEC's public reference rooms. The SEC also
maintains an Internet site that contains reports, proxy statements
and other information about issuers, like us, who file
electronically with the SEC. The address of the SEC's web site is
http://www.sec.gov.
7
GENERAL
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in
connection with solicitation of proxies will be paid by the
Company. Failure of a quorum to be present at the meeting will
necessitate adjournment and will subject the Company to additional
expense.
The Company's Board of Directors does not intend to present and
does not have reason to believe that others will present any other
items of business at the annual meeting. However, if other matters
are properly presented to the meeting for a vote, the proxies will
be voted upon such matters in accordance with the judgment of the
persons acting under the proxies.
8
ADVANTEGO
CORPORATION
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding the Availability of Proxy Materials
for the Special Shareholder's Meeting to Be Held on ____________,
2019.
1. This notice is not a form for voting.
2. This communication presents only an overview of the more
complete proxy materials that are available to you on the Internet.
We encourage you to access and review all of the important
information contained in the proxy materials before voting.
3. The Notice of the Special Meeting of Shareholders and related
Proxy Statement are available at www.advantego.com.
4. If you want to receive a paper or email copy of these
documents, you must request one. There is no charge to you for
requesting a copy. Please make your request for a copy as
instructed below on or before __________, 2019 to facilitate timely
delivery.
The special meeting of the Company's shareholders will be held
at 1 Park Plaza, , Suite 600, Large Conference Room, Irvine, CA
92614 on ____________, 2019, at 10:00 a.m. Pacific Time, for the
following purposes:
to approve an amendment to the Company's Articles of
Incorporation to increase the Company's authorized capitalization
to 5,000,000,000 shares of common stock.
The Board of Directors recommends that shareholders vote FOR the
proposal to increase the authorized shares of the Company's common
stock.
______, 2019 is the record date for the determination of
shareholders entitled to notice of and to vote at such meeting.
Holders of the Company's common stock and Series B preferred stock
may cast one vote for each share held.
Shareholders may access the following documents at
www.advantego.com/investor:
o Notice of the Special Meeting of Shareholders;
o Company's Proxy Statement;
o Proxy Card; and
o December 31, 2018 10-K report.
Shareholders may request a paper copy of the Proxy Materials and
Proxy Card by calling (949) 627-8977, by emailing the Company
at
9
shareholders@advantego.com, or by visiting
www.advantego.com/investor/#notifications and indicating if you
want a paper copy of the proxy materials and proxy card:
o for this meeting only; or
o for this meeting and all other meetings.
If you have a stock certificate registered in your name, or if
you have a proxy from a shareholder of record on _____________,
2019, you can, if desired, attend the special meeting and vote in
person. Shareholders can obtain directions to the 2019 special
shareholders' meeting at www.advantego.com/contact.
Please visit www.advantego.com/investor to print and fill out
the Proxy Card. Complete and sign the proxy card and mail the Proxy
Card to:
Advantego Corporation 1 Park Plaza, Suite 600 Irvine, CA 92614
(949) 627-8977
10
PROXY
ADVANTEGO
CORPORATION
This Proxy is solicited by the Company's Board of Directors
The undersigned stockholder of the Company acknowledges receipt
of the Notice of the Special Meeting of Stockholders to be held on
______________, 2019, at 10:00
a.m., local time, at 1 Park Plaza, Suite 600, Large Conference
Room, Irvine, CA 92614, and hereby appoints Robert W. Ferguson with
the power of substitution, as Attorney and Proxy to vote all the
shares of the undersigned at said special meeting of stockholders
and at all adjournments thereof, hereby ratifying and confirming
all that said Attorney and Proxy may do or cause to be done by
virtue hereof. The above named Attorneys and Proxies are instructed
to vote all of the undersigned's shares as follows:
(1) to approve an amendment to the Company's Articles of
Incorporation to increase the Company's authorized capitalization
to 5,000,000,000 shares of common stock;
[ ] FOR [ ]
AGAINST [ ]ABSTAIN
to transact such other business as may come before the
meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER IF NO DISCRETION IS
INDICATED, THIS PROXY WILL BE VOTED IN FAVOR OF ITEM 1.
Dated this ____ day of _________, 2019.
(Signature)
(Print Name)
Please sign your name exactly as it appears on your stock
certificate. If shares are held jointly, each holder should sign.
Executors, trustees, and other fiduciaries should so indicate when
signing. Please Sign, Date and Return this Proxy so that your
shares may be voted at the meeting.
Send your proxy by regular mail, email, or fax to:
Advantego Technologies, Inc. Attn: Legal Department 1 Park
Plaza, Suite 600 Irvine, CA 92614 (949) 627-8977 Email:
shareholders@advantego.com Fax: (949) 272-0059
11
AMENDEDMENT TO
ARTICLES OF INCORPORATION
The aggregate number of Common Shares which the Corporation
shall have the authority to issue is Five Billion (5,000,000,000),
all of one class and all with a par value of $.0001 per share; the
aggregate number of Preferred Shares which the Corporation shall
have the authority to issue is Ten Million (10,000,000), all with a
par value of $.01 per share and of such classes and with such
preferences as the Corporation's Board of Directors may determine
from time to time.
Advantego (PK) (USOTC:ADGO)
Historical Stock Chart
From Dec 2020 to Jan 2021
Advantego (PK) (USOTC:ADGO)
Historical Stock Chart
From Jan 2020 to Jan 2021