(866) 219-2025
To the Holders of Common Stock and Preferred Stock:
This Preliminary Information Statement has been filed with the Securities
and Exchange Commission and is being furnished, pursuant to Section 14C of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to
the holders (the " Common Stockholders ") of Common Stock, par value $0.001
per share (the "Common Stock") and to the holder (the "Preferred
Stockholder") of our Series B Preferred, par value $0.001 per share (the
"Preferred Stock"), of Data Call Technologies, Inc., Inc., a Nevada
corporation (the "Company"), to notify such Common Stockholders and
Preferred Stockholder that on April 26, 2019, the Company received a written
consent in lieu of a meeting of certain persons who are the holders of a
majority of the Company's shares of voting capital stock, consisting of
certain Common Stockholders and the sole Preferred Stockholder. The Series B
Preferred Stock has the right to vote in the aggregate, on all shareholder
matters, votes equal to 51% of the total shareholder vote on any and all
shareholder matters. The Series B Preferred Stock will be entitled to this
51% voting right no matter how many shares of Common Stock or other voting
stock of Data Call Technologies stock is issued and outstanding in the
future. The Series B Preferred Stockholders and certain Common Stockholders
holding in the aggregate approximately 63.94% of the total voting power of
all issued and outstanding voting shares of the Company (the "Majority
Stockholders") together with the unanimous consent of the Company's Board of
Directors, authorized the following in writing (the "Joint Written
Consent"), a copy of which is attached as Exhibit A hereto:
Ÿ
The increase in the number of authorized shares of Common Stock from
two hundred million (200,000,000) shares of Common Stock to four hundred and
ninety million (490,000,000) shares of Common Stock (the "Authorized Common
Stock Share Increase");
We have attached as Appendix A hereto a form of
the proposed amendment of Article IV to the Articles of Incorporation, the
increase in authorized shares of common stock to four hundred ninety million
(490,000,000) shares.
On April 26, 2019, the Board of Directors of the
Company (the "Board") approved, and recommended for approval to the holders
of Series B Preferred Stock and Common Stock having the power to vote with
respect to the Common Stock, the: (i) Authorized Common Stock Share Increase
(the "Action"). On April 26, 2019, the Majority Consenting Stockholders
approved the Action by written consent in lieu of a meeting in accordance
with the provisions of chapter 78.2055 of the Nevada Revised Statute
("NRS"). Accordingly, and based upon the Joint Written Consent of the
Majority Consenting Stockholders and Board, your consent is not required and
is not being solicited in connection with the approval of the Action.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
The Board believes that the Common and Series B
Preferred Stockholders of the Company will benefit from this Action because
it believes that the Company will be able to have sufficient authorized but
unissued shares of Common Stock available attract new investors for its
business. In addition, the Board believes that the Common and Series B
Preferred Stockholders of the Company will benefit from the Authorized
Common Stock Share Increase because such change may allow the Company
greater flexibility in pursuing acquisitions, equity investments and other
opportunities to expand and grow its business, although there can be no such
assurance.
INTRODUCTION
Chapter 78.2055 of the Nevada Revised
Statute ("NRS") provides that the written consent of the holders of
outstanding shares of voting capital stock having not less than the minimum
number of votes which would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were present and
voted can approve an action in lieu of conducting a special stockholders'
meeting convened for the specific purpose of such action. The NRS, however,
requires that in the event an action is approved by written consent, a
Company must provide prompt notice of the taking of any corporate action
without a meeting to the stockholders of record who have not consented in
writing to such action and who, if the action had been taken at a meeting,
would have been entitled to notice of the meeting if the record date for
such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the Company.
In
accordance with the foregoing, we will mail the Notice to the Common and
Series B Stockholders on or about ___, 2019.
This Information Statement
contains a brief summary of the material aspects of the Action approved by
the Board of Directors (the "Board") of Data Call Technologies, Inc. (the
"Company," "we," "our" or "us") and the holder of Series B Preferred Stock,
which have voting rights with respect to the Common Stock and, together with
certain holders of Common Stock, constitute a majority of the voting power
of the Common Stock.
SERIES B PREFERRED STOCK
During the quarter ended
September 30, 2014 the Company amended its Articles of Incorporation to
authorize 1,000,000 shares of Series B Preferred Stock at a par value of
$0.001 and issued 10,000 shares. The Series B shares were valued at $76,000
and were expensed during 2014. The Series B Preferred Stock may be issued in
one or more series by the terms of which may be and may include preferences
as to dividends and liquidation, conversion, redemption rights and sinking
fund provisions. The Series B Preferred Shares have the right to vote in the
aggregate, on all shareholder matters votes equal to 51% of the total
shareholder vote on any and all shareholder matters. The Series B Preferred
Stock will be entitled to this 51% voting right no matter how many shares of
common stock or other voting stock of Data Call Technologies stock is issued
and outstanding in the future.
As of April26, 2019, there were issued and
outstanding (i) 155,997,103 shares of our Common Stock, and (ii) 10,000
shares of our Series B Preferred. Based upon the 155,997,103 shares of
Common Stock issued and outstanding, Mr. Vance's Series B Preferred Stock is
entitled to 79,558,522 votes. In addition, Mr. Vance owns 20,190,000 shares
of Common Stock. He owns 99,748,588 of voting shares.
ACTION TO BE TAKEN
The Authorized Share Increase will become effective on the date that we file
the Amended Articles of Incorporation of the Company (the "Amendment") with
the Secretary of State of the State of Nevada. Such filing can occur no
earlier than twenty (20) calendar days after the mailing of the Definitive
Information Statement.
We currently expect to file the Amendment on or
about May __, 2019.
With respect to the Action described in this
Information Statement, the Board reserves the right, notwithstanding that
the Series B Stockholder and certain Common Stock Holders have approved such
Action, to elect not to proceed with such Action if, at any time prior to
filing the Amendment, the Board, in its sole discretion, determines that it
is no longer in the Company's best interests and the best interests of the
Company's stockholders to consummate the Action.
INCREASE IN THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
GENERAL
The number of authorized
shares of our Common Stock will be increased from two hundred million
(200,000,000) shares to four hundred ninety million (490,000,000) shares
(the "Authorized Common Stock Share Increase").
As of April 26, 2019, ,
there were issued and outstanding155,997,103 shares of our Common Stock and
only 200,000,000 authorized shares of Common Stock, leaving the Company with
approximately 44 million shares for potential acquisitions, equity raises,
hiring and retaining qualified personnel to support potential future growth
and having a sufficient number of authorized but unissued shares of Common
Stock to further our growth plans.
PURPOSE AND EFFECT OF INCREASING THE
NUMBER OF AUTHORIZED SHARES
The additional shares of Common Stock for
which authorization is sought would be part of the existing class of Common
Stock, if and when issued. These shares would have the same rights and
privileges as the shares of Common Stock currently outstanding. Holders of
the Company's Common Stock do not have preemptive rights to subscribe for
and purchase any new or additional issues of Common Stock or securities
convertible into Common Stock.
The Board of Directors believes that the
increase in the number of authorized shares of Common Stock is in the best
interests of the Company and its stockholders. The purpose of increasing the
number of authorized shares of Common Stock is to have shares available for
issuance for such corporate purposes as the Board of Directors may determine
in its discretion, including, without limitation:
Ÿ
conversion of
convertible securities
Ÿ
retiring convertible debt
Ÿ
investment
opportunities
Ÿ
stock dividends or other distributions
Ÿ
future
financings and other corporate purposes
Ÿ
future acquisitions
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
The following table lists the number of shares of
Common Stock of our Company as of April 26, 2019 that are beneficially owned
by (i) each person or entity known to our Company to be the beneficial owner
of more than 5% of the outstanding Common Stock; (ii) each officer and
director of our Company; and (iii) all officers and directors as a group.
Information relating to beneficial ownership of Common Stock by our
principal stockholders and management is based upon information furnished by
each person using "beneficial ownership" concepts under the rules of the
Securities and Exchange Commission. Under these rules, a person is deemed to
be a beneficial owner of a security if that person has or shares voting
power, which includes the power to vote or direct the voting of the
security, or investment power, which includes the power to vote or direct
the voting of the security. The person is also deemed to be a beneficial
owner of any security of which that person has a right to acquire beneficial
ownership within sixty (60) days. Under the rules of the SEC, more than one
person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which
he/she may not have any pecuniary beneficial interest. Except as noted
below, each person has sole voting and investment power.
The Company is subject to the filing requirements of the Exchange Act, and in
accordance therewith files reports, proxy/information statements and other information
including annual and quarterly reports on Form 10-K and 10-Q (the "Exchange Act
Filings") with the SEC. Reports and other information filed by the Company can be
inspected and copied at the public reference facilities maintained at the Commission at
100 F Street, NE Washington, D.C, 20549. Copies of such material can be obtained upon
written request addressed to the Commission, Public Reference Section, 100 F Street, NE
Washington, D.C 20549, at prescribed rates. The Commission maintains a web site on the
Internet (http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the Commission through
the Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").
We will also provide without
charge, to each person to whom a proxy/information statement is delivered, upon written or
oral request of such person and by first class mail or other equally prompt means within
one business day of receipt of such request, a copy of any and all of the information that
has been incorporated by reference in this proxy statement (not including exhibits to the
information that is incorporated by reference unless such exhibits are specifically
incorporated by reference into the information that the proxy statement incorporates).
Such requests should be directed to the address and phone number indicated below. This
includes information contained in documents filed subsequent to the date on which
definitive copies of the proxy statement are sent or given to security holders, up to the
date of responding to the request.