(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):
[ ] 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.
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.
