INFORMATION
STATEMENT OF SPECTRUM GLOBAL SOLUTIONS, INC.
300 Crown Oak Centre Drive
Longwood,
Florida 32750
Telephone (407) 512-9102
NOTICE
OF ACTION TAKEN WITHOUT A STOCKHOLDERS MEETING
Date of Mailing: March 29, 2019
To
the Stockholders of Spectrum Global Solutions, Inc.:
The
attached Information Statement is furnished by the Board of Directors (the “Board”) of Spectrum Global Solutions,
Inc. (the “Company,” “Spectrum”, “we” or “us”). The Company, a Nevada corporation,
is a public company registered with the Securities and Exchange Commission.
On
March 6, 2019, stockholders holding more than 51% of the voting power of the Company (the stockholders, the “Consenting
Stockholders”) consented in writing to amend the Company’s Articles of Incorporation, as amended (the “2019
Amendment”). This consent was sufficient to approve the 2019 Amendment under Nevada law. The attached Information Statement
describes the 2019 Amendment that the stockholders of the Company have approved, which will do the following: (1) authorize an
increase in the authorized shares of the Company’s common stock to 1,000,000,000 shares, par value $.00001, (2) authorize
the Board to take all steps necessary to effect, at any time prior to the one-year anniversary of the date of the written consent,
a reverse stock split of all outstanding shares of our common stock at an exchange ratio of up to one-for-three hundred (1:300)
shares (“Reverse Stock Split”) and (3) change the name of the Company from Spectrum Global Solutions, Inc. to WaveTech
Global, Inc.
This
Information Statement is prepared and delivered to meet the requirements of Section 78.390 of the Nevada Revised Statutes.
This Information Statement is being mailed on or about March 29, 2019 to holders of record of Common Stock as of the close of
business on March 7, 2019 (the “Record Date”). The Company had 14,250,890 shares of Common Stock outstanding as
of the Record Date. Each share of Common Stock was entitled to one (1) vote.
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.
THIS
IS FOR YOUR INFORMATION ONLY. YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THIS INFORMATION STATEMENT. THIS IS NOT A NOTICE OF
A MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
Under
Rule 14c-2(b) of the Securities Exchange Act of 1934, as amended, none of the actions described in the Information Statement may
be taken earlier than 20 calendar days after we have sent or given the Information Statement to our stockholders. We intend to
distribute this Notice and Information Statement to our stockholders on or about March 29, 2019.
The
control share acquisition and dissenter’s rights provisions of Chapter 78 of the Nevada Revised Statues are not applicable
to the matters disclosed in this Information Statement. Accordingly, there are no stockholder dissenters’ or appraisal rights
in connection with any of the matters discussed in this Information Statement.
Please
read this Notice and Information Statement carefully and in its entirety. It describes the terms of the actions taken by the stockholders.
Although
you will not have an opportunity to vote on the approval of the Certificate of Amendment, this Information Statement contains
important information about the Certificate of Amendment.
|
By
Order of the Board of Directors
|
|
|
|
/s/
Roger Ponder
|
|
Roger
Ponder
|
Director
and Chief Executive Officer
|
Important
Notice Regarding the Availability of Information Statement Materials in connection with this Notice of Stockholder Action by Written
Consent:
The
Information Statement is available at: https://www.spectrumglobalsolutions.com/investor-center
INFORMATION
STATEMENT OF SPECTRUM GLOBAL SOLUTIONS, INC.
300 Crown Oak Centre Drive
Longwood,
Florida 32750
Telephone (407) 512-9102
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This
Information Statement is being furnished to the stockholders of Spectrum Global Solutions, Inc., a Nevada corporation (the “Company,”
“we” or “us”), to advise them of the corporate actions that have been authorized by written consent of
the holder of more than 51% of the voting power (the “Consenting Stockholders”) of the Company’s outstanding
capital stock as of the record date of March 7, 2019 (the “Record Date”). These actions are being taken without notice,
meetings or votes in accordance with the Nevada Revised Statutes (“NRS”), Sections 78.315 and 78.320. This Information
Statement is being mailed to the stockholders of the Company, as of the Record Date, on March 29, 2019.
The
Board of Directors has approved, and recommended to the stockholders for approval, several amendments to the Company’s Articles
of Incorporation (the “Certificate of Amendment”) to (1) authorize an increase of the shares of the common stock (the
“Common Stock”) to 1,000,000,000 shares, par value $.00001, (2) authorize the Board to take all steps necessary to
effect, at any time prior to the one-year anniversary of the date of the written consent, a reverse stock split of all outstanding
shares of our common stock at an exchange ratio of up to one-for-three hundred (1:300) shares (“Reverse Stock Split”)
and (3) change the name of the Company from Spectrum Global Solutions, Inc. to WaveTech Global, Inc.
On
March 6, the Consenting Stockholders consented in writing to the Certificate of Amendment. This consent was sufficient to approve
the Certificate of Amendment under Nevada law.
No
Vote Required
We
are not soliciting consents to approve the Certificate of Amendment. Nevada law permits the Company to take any action which may
be taken at an annual or special meeting of its stockholders by written consent, if the holders of a majority of the shares of
its Common Stock sign and deliver a written consent to the action to the Company.
No
Appraisal Rights
Under
Nevada law, stockholders have no appraisal or dissenters’ rights in connection with the Certificate of Amendment.
Interests
of Certain Parties in the Matters to be Acted Upon
Roger
Ponder and Keith Hayter, the directors and chief executive officer and president, respectively, of the Company are also the Consenting
Stockholders. Other than with respect to the Consenting Stockholders, none of the executive officers of the Company has any substantial
interest resulting from the Certificate of Amendment that is not shared by all other stockholders pro rata, and in accordance
with their respective interests.
Householding
of Stockholder Materials
In
some instances we may deliver only one copy of this Information Statement to multiple stockholders sharing a common address. If
requested by phone or in writing, we will promptly provide a separate copy to a stockholder sharing an address with another stockholder.
Requests by phone should be directed to our Chief Executive Officer at 407-512-9102, and requests in writing should be sent to
Spectrum Global Solutions, Inc., Attention Chief Executive Officer, 300 Crown Oak Centre Drive, Longwood, Florida 32750. Stockholders
sharing an address who currently receive multiple copies and wish to receive only a single copy should contact their broker or
send a signed, written request to us at the above address.
NOTICE
TO STOCKHOLDERS OF ACTIONS APPROVED
BY CONSENTING STOCKHOLDERS
AMENDMENTS TO THE ARTICLES OF INCORPORATION
Amendment
to the Articles of Incorporation to Increase the Authorized Shares of Common Stock of the Company to 1,000,000,000 Shares
Spectrum’s
Board of Directors has unanimously adopted a resolution seeking stockholder approval to authorize the board to increase the number
of authorized shares of Common Stock from 700,000,000 shares to 1,000,000,000 shares. Spectrum Global Solutions, Inc.’s
Articles of Incorporation, as currently in effect, authorizes Spectrum to issue up to 700,000,000 shares of Common Stock, par
value $0.00001 per share. The Board of Directors has proposed an increase in the number of authorized shares of the Common Stock
of Spectrum to 1,000,000,000. The authorized number of shares of preferred stock will remain the same. The Board of Directors
believes that authorizing it to effectuate this increase in the number of authorized shares of Common Stock is in the best interest
of the Company and its stockholders.
The
increased capital will provide the Board of Directors with the ability to issue additional shares of stock without further vote
of the stockholders of Spectrum, except as provided under Nevada corporate law or under the rules of any national securities exchange
on which shares of stock of Spectrum are then listed. Under Spectrum’s Articles of Incorporation, the Spectrum stockholders
do not have preemptive rights to subscribe to additional securities which may be issued by Spectrum, which means that current
stockholders do not have a prior right to purchase any new issue of capital stock of Spectrum in order to maintain their proportionate
ownership of Spectrum’s stock.
Issuance
of any additional shares of Common Stock may both dilute the equity interest and the earnings per share of existing holders of
the Common Stock. Such dilution may be substantial depending upon the amount of shares issued. The newly authorized shares will
have voting and other rights identical to those of the currently issued Common Stock. However, the increase can have a dilutive
effect on the voting power of existing stockholders.
The
authorization of additional capital, under certain circumstances, may have an anti-takeover effect, although this is not the intent
of the Board of Directors. For example, it may be possible for the Board of Directors to delay or impede a takeover or transfer
of control of Spectrum by causing such additional authorized shares to be issued to holders who might side with the Board in opposing
a takeover bid that the Board of Directors determines is not in the best interests of Spectrum and our stockholders. The increased
authorized capital therefore may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation
of any such unsolicited takeover attempts, the increased capital may limit the opportunity for Spectrum stockholders to dispose
of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal.
The increased authorized capital may have the effect of permitting Spectrum’s current management, including the current
Board of Directors, to retain its position, and place it in a better position to resist changes that stockholders may wish to
make if they are dissatisfied with the conduct of Spectrum’s business. However, the Board of Directors did not propose the
increase in Spectrum’s authorized capital with the intent that it be utilized as a type of antitakeover device.
The
relative voting and other rights of holders of the Common Stock will not be altered by the authorization of additional shares
of Common Stock. Each share of Common Stock will continue to entitle its owner to one vote.
As
a result of the increased authorization, the potential number of shares of Common Stock outstanding will be increased.
Amendment
to the Articles of Incorporation to Authorize an up to 1-for-300 Reverse Stock Split of the Company’s Outstanding Shares
of Common Stock
After
consulting with investment bankers and advisors, the Board approved the Reverse Split at an exchange ratio of up to one-for-three
hundred (1:300) shares. On March 6, 2019, the Consenting Stockholders consented to resolutions authorizing the Board
to effect the Reverse Split, with the Board retaining the discretion of whether to implement the Reverse Split and at which exchange
ratio to effect the Reverse Split.
Our
Board unanimously approved the Reverse Split on March 6, 2019, but the Board has not yet determined whether to implement the Reverse
Split. We may not implement the Reverse Split until twenty (20) days after the mailing of an Information Statement under Regulation
14C to company stockholders entitled to receive same. After such 20-day period, the Board has the authority to effect the Reverse
Split at any time prior to the one-year anniversary of the date of the written consent of the Consenting Stockholders. We believe
that granting the Board such discretion, including the discretion to determine the exchange ratio of the Reverse Split at any
exchange ratio of up to one-for-three hundred (1:300) shares, provides the Board with maximum flexibility to react to prevailing
market conditions, and the Board will implement the Reverse Split only upon its determination that the Reverse Split is then in
the best interests of our company and our stockholders.
The Board of Directors has approved a
reverse stock split of the outstanding Common Stock on the basis of one share for up to every three hundred shares currently issued
and outstanding. The holder of up to every three hundred shares of Common Stock outstanding when the Certificate of Amendment
is filed with the Nevada Secretary of State (the “Effective Date”) will receive one share of Common Stock upon the
effectiveness of the proposed Reverse Stock Split. There will not be a change in the par value of the Common Stock of the Company.
To avoid the existence of fractional shares of Common Stock, if a stockholder would otherwise be entitled to receive a fractional
share, such stockholder will be entitled to receive an additional whole share. The reverse stock split will occur automatically
on the Effective Date without any action on the part of stockholders and without regard to the date certificates representing
shares of Common Stock are physically surrendered for new certificates.
Stockholders
will hold the same percentage interest in the Company as they held prior to the reverse stock split, but their interest will be
represented by up to 1/300
th
as many shares. For instance, if a stockholder presently owns six hundred shares, after
the reverse stock split they will own two shares (600 divided by 300 equals 2 shares).
Based
on the number of shares currently issued and outstanding, immediately following the reverse split the Company will have approximately
47,503 shares of Common Stock issued and outstanding (without giving effect to rounding for fractional shares) based on the ratio
for the reverse split of 1-for-300. It will provide the Company with available shares that can be issued upon such conversion
and for various corporate purposes, including acquisitions, stock dividends, stock splits, stock options, convertible debt and
equity financings for other corporate purposes which may be identified in the future, as the Board of Directors determines in
its discretion.
By
increasing the number of authorized but unissued shares of Common Stock, the reverse split could, under certain circumstances,
have an anti-takeover effect, although this is not the intent of the Board of Directors. For example, it may be possible for the
Board of Directors to delay or impede a takeover or transfer of control of the Company by causing such additional authorized but
unissued shares to be issued to holders who might side with the Board of Directors in opposing a takeover bid that the Board of
Directors determines is not in the best interests of the Company or its stockholders. The reverse split therefore may have the
effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover
attempts the reverse split may limit the opportunity for the Company’s stockholders to dispose of their shares at the higher
price generally available in takeover attempts or that may be available under a merger proposal. The reverse split may have the
effect of permitting the Company’s current management, including the current Board of Directors, to retain its position,
and place it in a better position to resist changes that stockholders may wish to make if they are dissatisfied with the conduct
of the Company’s business. However, the Board of Directors has not approved the reverse split with the intent that it be
utilized as a type of anti-takeover device. The Company’s certificate of incorporation and by-laws do not have any anti-takeover
provisions.
The
Board of Directors will determine the actual time of filing of the Certificate of Amendment. The reverse split will be effective
upon the filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of
Nevada.
The
Board reserves the right, notwithstanding shareholder approval and without further action by shareholders, to elect not to proceed
with the reverse split if the Board determines that the reverse split is no longer in the best interests of the Company and its
shareholders.
Principal
Effects of the reverse split
General
The
reverse split will affect all holders of our Common Stock uniformly and will not change the proportionate equity interests of
such shareholders, nor will the respective voting rights and other rights of holders of our Common Stock be altered, except for
possible changes due to the treatment of fractional shares resulting from the reverse split.
Accounting
Matters
The
reverse split will not affect total shareholders’ equity on our balance sheet. The per share net loss and net book value
per share of our Common Stock will be increased as a result of the reverse split because there will be fewer shares of our Common
Stock outstanding.
Certain U.S. Federal Income Tax Consequences
The
discussion below is only a summary of certain U.S. federal income tax consequences of the reverse split generally applicable to
beneficial holders of shares of our Common Stock and does not purport to be a complete discussion of all possible tax consequences.
This summary addresses only those shareholders who hold their old Common Stock shares as “capital assets” as defined
in the Internal Revenue Code of 1986, as amended (the “Code”), and will hold the new Common Stock shares as capital
assets. This discussion does not address all U.S. federal income tax considerations that may be relevant to particular shareholders
in light of their individual circumstances or to shareholders that are subject to special rules, such as financial institutions,
tax-exempt organizations, insurance companies, dealers in securities, and foreign shareholders. The following summary is based
upon the provisions of the Code, applicable Treasury Regulations thereunder, judicial decisions and current administrative rulings,
as of the date hereof, all of which are subject to change, possibly on a retroactive basis. Tax consequences under state, local,
foreign, and other laws are not addressed herein. Each shareholder should consult his, her or its own tax advisor as to the particular
facts and circumstances that may be unique to such shareholder and also as to any estate, gift, state, local or foreign tax considerations
arising out of the reverse split.
●
|
The
reverse split will qualify as a recapitalization for U.S. federal income tax purposes. As a result:
|
|
|
●
|
Shareholders
should not recognize any gain or loss as a result of the reverse split.
|
|
|
●
|
The
aggregate basis of a shareholder’s pre-reverse split shares will become the aggregate basis of the shares held by such
shareholder immediately after the reverse split.
|
|
|
●
|
The
holding period of the shares owned immediately after the reverse split will include the shareholder’s holding period
before the reverse split.
|
The
above discussion is not intended or written to be used, and cannot be used by any person, for the purpose of avoiding U.S. Federal
tax penalties. It was written solely in connection with the proposed reverse split of our Common Stock.
Approval
of Corporate Name Change to WaveTech Global, Inc.
The
Board of Directors believes that it is in the best interest of the Company to approve the proposed name change of the Company
from Spectrum Global Solutions, Inc. to WaveTech Global, Inc. The Board of Directors believes that from a branding and marketing
standpoint, the name WaveTech Global, Inc. will give the Company an advantage when creating sales opportunities.
The
proposed name change will be effectuated upon the filing of a Certificate of Amendment to the Certificate of Incorporation with
the Secretary of State of the State of Nevada.
Common
Stock
The
holders of our Common Stock are entitled to one vote per share on all matters to be voted upon by stockholders. Holders of our
Common Stock are entitled, among other things, (i) to share ratably in dividends if, when and as declared by the Board out of
funds legally available therefore and (ii) in the event of liquidation, dissolution or winding-up of our company, to share ratably
in the distribution of assets legally available therefore, after payment of debts and expenses. Holders of our Common Stock have
no subscription, redemption or conversion rights. The holders of our Common Stock do not have cumulative voting rights in the
election of directors and have no preemptive rights to subscribe for additional shares of our capital stock. The rights, preferences
and privileges of holders of our Common Stock are subject to the terms of any series of Preferred Stock that may be issued and
outstanding from time to time. A vote of the holders of a majority of our Common Stock is generally required to take action under
our Certificate of Incorporation and Bylaws.
Series
B Preferred Stock
Pursuant
to its Certificate of Designation, the Series B preferred stock shall be voted together with the shares of our common stock and
any other series of preferred stock then outstanding, and not as a separate class, at any annual or special meeting of stockholders,
with respect to any question or matter upon which the holders of common stock have the right to vote, such that the aggregate
voting power of the Series B preferred stock is equal to 51% of the total voting power of the company. No holder of Series B preferred
stock shall be entitled to redemption rights.