-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vo90fedGt7k5KCV/isUXj43kYA4xYep9RlC4kW6bbMObiKKkOD1VhXtWv9cwaFFT Ypcoeez3+kzv1V4BcjxVvg== 0000909143-02-000007.txt : 20020413 0000909143-02-000007.hdr.sgml : 20020413 ACCESSION NUMBER: 0000909143-02-000007 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020103 FILED AS OF DATE: 20020104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDGE TECHNOLOGY GROUP INC CENTRAL INDEX KEY: 0001015172 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133778895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-20995 FILM NUMBER: 2501574 BUSINESS ADDRESS: STREET 1: 6611 HILLCREST AVENUE STREET 2: #223 CITY: DALLAS STATE: TX ZIP: 75205 BUSINESS PHONE: 214.999.2245 MAIL ADDRESS: STREET 1: 6611 HILLCREST AVENUE STREET 2: #223 CITY: DALLAS STATE: TX ZIP: 75205 FORMER COMPANY: FORMER CONFORMED NAME: VISUAL EDGE SYSTEMS INC DATE OF NAME CHANGE: 19960604 DEF 14C 1 edgedef14c.txt DEFINITIVE INFORMATION STATEMENT SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ]Confidential, For Use Of The Commission Only (As Permitted By Rule 14c-5 (d)(2) [X] Definitive Information Statement EDGE TECHNOLOGY GROUP, INC. --------------------------------------------------- (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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: $__________ - ----------------------------------------------------------------- (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, of 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: - ----------------------------------------------------------------- First mailed to stockholders on or about January 4, 2002. EDGE TECHNOLOGY GROUP, INC. 6611 Hillcrest No. 223 Dallas, Texas 75205 To the Stockholders of Edge Technology Group, Inc.: Enclosed is an Information Statement that we are sending to you in connection with the approval of an amendment to Edge's Certificate of Incorporation to increase the authorized number of shares of Common Stock, $.01 par value per share, from 22,500,000 to 100,000,000 as described in the attached Information Statement. Our Board of Directors has already approved the transaction. The stockholders who collectively hold a majority of the voting power of our Common Stock have already approved the transaction by written consent, to be effective twenty (20) days from the date of the Information Statement. Therefore, this Information Statement is being sent to you for informational purposes only. We are not asking for a proxy or vote on any of the matters described in this Information Statement. We encourage you to read this Information Statement carefully. Sincerely, Graham C. Beachum, II President and Chief Executive Officer January 4, 2002 EDGE TECHNOLOGY GROUP, INC. 6611 Hillcrest No. 223 Dallas, Texas 75205 INFORMATION STATEMENT AND NOTICE OF ACTION TAKEN WITHOUT A MEETING Dated January 4, 2002 This Information Statement and Notice of Action Taken Without a Meeting (collectively, the "Information Statement") is furnished to the stockholders of Edge Technology Group, Inc., (the "Company" or "Edge"), a Delaware corporation, to provide information with respect to an action taken by written consent of the holders of a majority of the outstanding shares of the Company's Common Stock that were entitled to vote on such action. This Information Statement also constitutes notice of action taken without a meeting as required by Section 228 of the Delaware General Corporation Law. The written consent approved an amendment to Edge's Certificate of Incorporation to increase the authorized number of shares of Common Stock, $.01 par value per share (the "Common Stock"), from 22,500,000 to 100,000,000. Stockholders holding a majority of the outstanding shares of our Common Stock have signed the written consent. Therefore, all required corporate approvals of the transaction have been obtained, subject to furnishing this notice and effective 20 days from the date of this notice. This Information Statement is furnished solely for the purpose of informing stockholders of this corporate action in the manner required by Rule 14c-2(b) under the Securities Exchange Act of 1934. We Are Not Asking You for a Proxy and You Are Requested Not to Send Us a Proxy. The record date for determining stockholders entitled to receive this Information Statement has been established as of the close of business on December 27, 2001. As of the record date, we had 16,385,143 shares of Common Stock issued and outstanding. Each share of our Common Stock entitles its holder to one vote on all matters submitted to a vote of the stockholders. APPROVAL OF AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK Our Board of Directors has unanimously adopted an amendment to our Certificate of Incorporation to increase the authorized number of shares of our Common Stock from 22,500,000 shares to 100,000,000. The purpose of increasing the number of authorized shares of Common Stock is to provide additional authorized shares which may be issued for future financings, upon the exercise of options and warrants and for acquisitions and such other corporate purposes as the Board of Directors determines in its discretion. These corporate purposes may include future stock splits, stock dividends or other distributions, future financings, acquisitions and stock options and other equity benefits under our employee benefit plans. The increase in the number of authorized shares of Common Stock would enable us to promptly take advantage of market conditions and the availability of favorable opportunities without the delay and expense associated with holding a special meeting of stockholders. Specifically, Edge has 22,500,000 common shares authorized and 16,385,143 shares issued and outstanding, leaving 6,114,857 shares available for acquisitions and/or financing transactions. An additional 500,000 shares may be issued in connection with the acquisition of Media Resolutions, Inc. as disclosed by press release on October 25, 2001, leaving 5,614,857 common shares available for future acquisitions and/or financings. Edge is actively seeking to raise funds, as previously reported, and additional shares will likely be issued if Edge is successful in obtaining financing. As only 5,614,857 remaining authorized shares are insufficient for any substantial financing transaction, the Board of Directors sought stockholder approval to increase the authorized common shares to 100,000,000 as described herein. Other than described above, Edge has no specific plans at this time to issue additional shares of Common Stock. After filing the amendment, the Board of Directors is authorized to issue any of the additional shares of Common Stock at such times, to such persons and for such consideration as it may determine in its discretion, except as may otherwise be required by applicable law or the rules of any exchange on which the Common Stock may be listed. At the present time, the Common Stock is not listed with any exchange. When and if they are issued, the additional shares of Common Stock would have the same rights and privileges as the presently outstanding shares of Common Stock. One result of an increase in the number of shares of authorized common stock may be to help the Board of Directors discourage or render more difficult a change in control. For example, the additional shares could be issued to dilute the voting power of, create voting impediments for, or otherwise frustrate the efforts of, persons seeking to effect a takeover or gain control of Edge, whether or not the change of control is favored by a majority of unaffiliated stockholders. Edge could also privately place shares with purchasers who might side with the Board of Directors in opposing a hostile takeover bid. The issuance of any additional shares of common stock would also have the effect of diluting the equity interests of existing stockholders and the earnings per share of existing shares of common stock. Such dilution may be substantial, depending upon the amount of shares issued. COMPANY CONTACT INFORMATION All inquiries regarding the Company should be addressed to the Company's principal executive offices: Edge Technology Group, Inc., 6611 Hillcrest, No. 223, Dallas, Texas 75205, attention: President; telephone (214) 999-2245. By Order of the Board of Directors: /s/ Graham C. Beachum II ----------------------------------- Graham C. Beachum II, President and Chief Executive Officer January 4, 2002 -----END PRIVACY-ENHANCED MESSAGE-----