UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT
OF 1934
Check the appropriate box:
[x] Preliminary Information Statement
[ ]Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ]Definitive Information Statement
NETWORK INSTALLATION CORP.
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(Name of Registrant as Specified In Its Charter)
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NETWORK INSTALLATION CORP.
15235 Alton Parkway, Suite 200
Irvine, CA 92618
(949) 753-7551
To Our Stockholders:
The purpose of this letter is to inform you that we intend to take the following
action by written consent of our stockholders:
(i) To amend our Articles of Incorporation to authorize the Board of
Directors in its discretion, to effect by a resolution(s), a forward split(s) of
the outstanding shares of common stock of the Corporation, with the ratio to be
selected and implemented by the Board of Directors in its sole discretion
without changing the number of authorized shares of the Corporation.
We have established August 20, 2004 as the Record Date. As of the Record
Date, our authorized common stock capitalization consisted of 100,000,000
shares of common stock, $.001 par value per share, of which 11,580,745 shares
were issued and outstanding. On the Record Date, holders of a majority of our
outstanding common stock executed a written consent in favor of the
action described above. This consent satisfies the stockholder approval
requirement for the proposed action.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended,
the proposals will not be adopted until a date at least 20 days after the date
on which this Information Statement has been mailed to stockholders. We
anticipate that this Information Statement will be mailed to stockholders on or
about September 10, 2004.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Because the written consent of a majority of stockholders satisfies the
applicable stockholder voting requirement of Nevada Law and our Articles of
Incorporation and By-Laws, we are not asking for a proxy and you are not
requested to send one.
The accompanying Information Statement is for information purposes only and
explains the terms of the amendment to our Articles of Incorporation. Please
read the accompanying Information Statement carefully.
By Order of the Board of Directors,
/s/ Douglas Leighton
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Douglas Leighton
Corporate Secretary
September 10, 2004
NETWORK INSTALLATION CORP.
15235 Alton Parkway, Suite 200
Irvine, CA 92618
(949) 753-7551
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INFORMATION STATEMENT
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GENERAL
We are providing this Information Statement to you to inform you that we have
adopted a resolution by written consent by the holders of a majority of the
outstanding shares of our common stock. The resolution gives us the authority to
take the following actions:
(i) To amend our Articles of Incorporation to authorize the Board of
Directors in its discretion, to effect by a resolution(s), a forward split(s) of
the outstanding shares of common stock of the Corporation, with the ratio to be
selected and implemented by the Board of Directors in its sole discretion
without changing the number of authorized shares of the Corporation.
We have established August 20, 2004 as the Record Date. We are mailing this
Information Statement on or about September 10, 2004 to our stockholders of
record at the close of business on August 20, 2004. This Information Statement
is being sent to you for information purposes only.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Because the written consent of a majority of stockholders satisfies the
applicable stockholder voting requirement of Nevada Law and our Articles of
Incorporation and By-Laws, we are not asking for a proxy and you are not
requested to send one.
STOCKHOLDERS ENTITLED TO VOTE
Holders of our common stock at the close of business on August 31, 2004
were entitled to vote. On August 20, 2004 we had approximately 11,580,745
shares of common stock issued and outstanding. Each stockholder is entitled
to one vote for each share of common stock held by such stockholder.
RESULTS OF VOTE
On the Record Date, holders of a majority of our outstanding common stock
executed a written consent in favor of the action described above. The amendment
was approved by a vote of 8,430,000 shares, or 73% of all shares entitled to
vote. This consent satisfies the stockholder approval requirement for the
proposed action.
REASON FOR THE POTENTIAL FORWARD SPLIT
We believe that a potential forward split will be in the best interests of our
stockholders and will allow our stock to trade in a price range that will appeal
to more investors. Additionally, we believe that a range of potential exchange
ratios, rather than a single exchange ratio, provides the Board with the
flexibility to achieve the desired results of the forward stock split.
COST OF INFORMATION STATEMENT
We have asked or will ask brokers and other custodians, nominees and fiduciaries
to forward this Information Statement to the beneficial owners of our common
stock held of record by such persons and will reimburse such persons for
expenses incurred in forwarding such material.
INTEREST OF PERSONS ON MATTERS TO BE ACTED ON
No officer or director or principal stockholder has a substantial or material
interest in the favorable action on these proposals.
DISSENTER'S RIGHTS OF APPRAISAL
Not Applicable.
PROPOSAL TO AMEND OUR CERTIFICATE OF INCORPORATION TO AUTHORIZE THE BOARD OF
DIRECTORS TO EFFECT A FORWARD SPLIT OF OUR COMMON STOCK
The amendment to our Certificate of Incorporation, as amended, will authorize
our Board of Directors in its discretion, to effect by a resolution(s), a
forward split(s) of the outstanding shares of common stock with the ratio to be
selected and implemented by our Board of Directors in its sole discretion
without changing the number of our authorized shares and without having to
submit such proposal to the shareholders. Accordingly, the Board of Directors
has approved such an amendment to our Articles of Incorporation, a copy of which
is attached to this Information Statement as Exhibit A.
To affect the forward stock split, we would file an amendment to the Articles of
Incorporation with the Nevada Secretary of State. The text of the amendment to
the Articles of Incorporation is subject to modification to include such changes
as may be required by the office of the Secretary of State of the State of
Nevada and as the Board of Directors deems necessary and advisable to affect the
forward stock split, including the applicable ratio for the forward stock split.
If the Board elects to implement the forward stock split, the number of issued
and outstanding shares of our Common Stock would be increased in accordance with
the selected exchange ratio for the forward stock split. The par value and
number of authorized shares of the Common Stock would remain unchanged. The
forward stock split would become effective upon filing the amendment to the
Articles of Incorporation with the Nevada Secretary of State. No further action
on the part of stockholders would be required to either effect or abandon the
forward stock split. The Board reserves the right to elect not to proceed and
abandon the forward stock split if it determines, in its sole discretion, that
this proposal is no longer in the best interests of our stockholders.
Exhibit A
Certificate of Amendment of the Certificate of Incorporation
Of
NETWORK INSTALLATION CORPORATION
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A NEVADA CORPORATION
The undersigned hereby certifies as follows:
ONE: That they are the President and Secretary, respectively, of Network
Installation Corporation, a Nevada Corporation (the "Corporation").
TWO: That, at a meeting of the Board of Directors held on August
20, 2004, which was ratified by a subsequent stockholders' written consent
dated August 20, 2004, the Corporation resolved to amend Article First of its
Articles of Incorporation, as follows:
IT IS RESOLVED, that the Articles of Incorporation are hereby amended
to read as follows:
x: That the Board of Directors be authorized, without further approval of
the shareholders, to take all steps necessary to effect, or in its discretion
not to effect a forward split of the Common Stock of the Corporation on the
basis of a ratio within the range of x shares for every one pre-split share of
Common Stock, with the ratio to be selected and implemented by the Corporation's
Board of Directors in its sole discretion (the "Forward Split"), with the Board
of Director's authority to include, without limitation the authority to cause
the officers of the Corporation to prepare and file a certificate or an
amendment to the Articles of Incorporation with the Nevada Secretary of State
describing or effecting the Forward Split.
x: This Amendment was approved by the required vote of stockholders in
accordance with the Corporation's law of the state of Nevada. The total number
of outstanding shares of each class entitled to vote for the amendment is
11,580,745. The number of shares of each class voting for the amendment equaled
or exceeded the vote required, that being over fifty (50%) percent. The
amendment was approved by a vote of 8,430,000 shares, or 73% of all shares
entitled to vote.
Dated: ___________________
We the undersigned, hereby declare, under penalty of perjury, in accordance with
the laws of the state of Nevada, that we are the President and Secretary of the
above-referenced Corporation, that we executed the above-referenced, that we
executed the above-referenced Certificate of Amendment to the Articles of
Incorporation, that we have personal knowledge of the information contained
therein, and that the information contained therein is true and correct.
/s/ Michael Cummings
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Michael Cummings, President
/s/ Douglas H. Leighton
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Douglas H. Leighton, Secretary