UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. 1)
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
EVOLVE ONE, INC.
--------------------------------------------
(Name of Registrant As Specified in Charter)
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[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, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
EVOLVE ONE, INC.
1000 Clint Moore Road
Suite 101
Boca Raton, Florida 33487
Dear Stockholders:
We are writing to advise you that Evolve One, Inc. intends to:
* amend its Certificate of Incorporation to effect a forward stock
split of all of the outstanding shares of our common stock at a ratio of
eight-for-one (8:1) effective after close of business on December 3, 2004, and
* ratify an amendment to its Stock Option Plan to increase the number
of shares available for issuance under the Plan from 100,000 shares to 1,000,000
shares, which will be further increased to 8,000,000 shares on the effective
date of the forward stock split.
These actions were approved on October 20, 2004 by our Board of
Directors. In addition, our management who hold a majority of our issued and
outstanding voting securities have approved these actions on November 11, 2004
by written consent in lieu of a special meeting in accordance with the relevant
sections of the Delaware General Corporation Law.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
No action is required by you. The accompanying Information Statement is
furnished only to inform our stockholders of the actions described above before
they take place in accordance with Rule 14c-2 of the Securities Exchange Act of
1934. This Information Statement is first mailed to you on or about November 12,
2004.
Please feel free to call us at 561-988-0819 should you have any
questions on the enclosed Information Statement. We thank you for your continued
interest in Evolve One.
For the Board of Directors
of EVOLVE ONE, INC.
By: /s/ Gary Schultheis
--------------------------
Gary Schultheis, President
EVOLVE ONE, INC.
1000 CLINT MOORE ROAD
SUITE 101
BOCA RATON, FLORIDA 33487
INFORMATION STATEMENT REGARDING
ACTION TO BE TAKEN BY WRITTEN CONSENT OF
MAJORITY STOCKHOLDERS
IN LIEU OF A SPECIAL MEETING
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the stockholders of
Evolve One, Inc. in connection with:
* the adoption of a Certificate of Amendment to our Certificate of
Incorporation (the "Forward Split Amendment") effecting an eight for one (8:1)
forward split of our issued and outstanding common stock effective after close
of business on December 3, 2004, and
* the ratification of an amendment (the "Plan Amendment") to our Stock
Option Plan (the "Plan") increasing the number of shares of our common stock
issuable under the Plan from 100,000 shares to 1,000,000 shares, which such
amount will be further increased to 8,000,000 shares on the effective date of
the forward stock split.
These actions were approved by written consent of our Board of
Directors on October 20, 2004. In addition, on November 11, 2004 Messrs. Gary
Schultheis, Herbert Tabin and Martin P. Scott, officers and directors of our
company and holders of a majority of our issued and outstanding voting
securities, approved these actions by written consent in lieu of a special
meeting of our stockholders.
The elimination of the need for a meeting of stockholders to approve
these actions is made possible by Section 228 of the Delaware General
Corporation Law which 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, may
be substituted for such a meeting. In order to eliminate the costs involved in
holding a special meeting, our Board of Directors voted to utilize the written
consent of the holders of a majority in interest of our voting securities.
Pursuant to Section 228 of the Delaware General Corporation Law, we are
required to provide prompt notice of the taking of the corporate action without
a meeting of stockholders to all stockholders who did not consent in writing to
such action. This Information Statement serves as this notice. This Information
Statement is first being mailed on or about November 12, 2004 and is being
delivered to inform you of the corporate actions described herein before they
take effect in accordance with Rule 14c-2 of the Securities Exchange Act of
1934.
The forward stock split will become effective after close of business
on December 3, 2004 (the "Forward Split Effective Date"). The Plan Amendment
will also become effective on December 3, 2004.
The entire cost of furnishing this Information Statement will be borne
by us. We will request brokerage houses, nominees, custodians, fiduciaries and
other like parties to forward this Information Statement to the beneficial
owners of our voting securities held of record by them and we will reimburse
such persons for out-of-pocket expenses incurred in forwarding such material.
OUR PRINCIPAL STOCKHOLDERS
Our voting securities are comprised of our common stock. The holders of
our shares of common stock are entitled to one vote for each outstanding share
on all matters submitted to our stockholders. The following table contains
information regarding record ownership of our common stock as of October 20,
2004 held by:
* persons who own beneficially more than 5% of our outstanding voting
securities,
* our directors,
* named executive officers, and
* all of our directors and officers as a group.
A person is deemed to be the beneficial owner of securities that can be
acquired by such a person within 60 days from October 20, 2004, upon exercise of
options, warrants or convertible securities. Each beneficial owner's percentage
ownership is determined by assuming that options, warrants and convertible
securities that are held by such a person (but not those held by any other
person) and are exercisable within 60 days from that date have been exercised.
Unless otherwise indicated, the address of each of the listed beneficial owners
identified is 1000 Clint Moore Road, Suite 101, Boca Raton, Florida 33487.
Name of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- ----------
Gary Schultheis (1) 1,182,137 34.5%
Herbert Tabin (2) 1,180,499 34.4%
Martin P. Scott 10,000 *
All officers and directors
as a group (three persons)(1)(2) 2,372,636 66.1%
* represents less than 1%
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(1) Includes options to purchase 4,000 shares of our common stock at an exercise
price of $0.007 per share expiring in January 2007, options to purchase 4,000
shares of our common stock at an exercise price of $0.001 per share expiring in
January 2008, options to purchase 4,000 shares of our common stock at an
exercise price of $0.131 per share expiring in January 2009 and options to
purchase 150,000 shares of our common stock at an exercise price of $0.18 per
share expiring in October 2009.
(2) Includes options to purchase 4,000 shares of our common stock at an exercise
price of $0.007 per share expiring in January 2007, options to purchase 4,000
shares of our common stock at an exercise price of $0.001 per share expiring in
January 2008, options to purchase 4,000 shares of our common stock at an
exercise price of $0.131 per share expiring in January 2009 and options to
purchase 150,000 shares of our common stock at an exercise price of $0.18 per
share expiring in October 2009.
THE FORWARD SPLIT AMENDMENT
We currently have authorized 1,000,000,000 shares of common stock and
at October 20, 2004 we had 3,266,304 shares issued and outstanding. Pursuant to
the Forward Split Amendment the number of outstanding shares of our common stock
on the Forward Split Effective Date (the "Old Shares") will be automatically
increased on the ratio of eight for one (8:1) (the "New Shares"). This means
that all stockholders of record on Forward Split Effective Date will receive and
own eight (8) New Shares for every one (1) Old Share owned, with all fractional
shares rounded up to the nearest whole share. As a result, on the Forward Split
Effective Date our stockholders will own a total of approximately 26,130,432
shares of stock, an increase of approximately 22,864,128 shares, subject to
rounding and the issuance by us of any additional shares of common stock prior
to the Forward Split Effective Date. We have no present intention, however, to
issue any additional shares of our common stock before the Forward Split
Effective Date. The Forward Split Amendment will not change the number of
authorized shares of our common stock or the par value of our common stock, nor
will it effect our preferred stock. A copy of the Forward Split Amendment is
attached hereto as Exhibit A.
PURPOSE AND EFFECT OF AMENDMENT
Our common stock is currently quoted on the OTC Bulletin Board. We
believe that the absence of a substantial market for our shares is a
disincentive for investors to acquire our common shares. We believe that the
eight-for-one (8:1) forward stock split will substantially increase the number
of our common shares that trade in the over-the-counter market and will provide
substantially greater liquidity for our shares which, hopefully, will provide
greater incentive for investors to acquire our common shares.
The forward stock split will effect all of our stockholders uniformly
and will not affect any stockholder's percentage ownership interests or
proportionate voting power. The forward stock split will have the following
effects upon the number of shares of our common stock outstanding:
* The number of shares owned by each holder of common stock will be
increased eight-fold;
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* The number of shares of our common stock which will be issued and
outstanding after the forward stock split will be approximately
26,130,432;
* The per share loss and net book value of our common stock will be
decreased because there will be a greater number of shares of our
common stock outstanding;
* The par value of the common stock will remain $0.00001 per share;
* The stated capital on our balance sheet attributable to the common
stock will be increased eight times its present amount and the
additional paid-in capital account will be debited with the amount
by which the stated capital is increased; and
* All outstanding options, warrants, and convertible securities
entitling the holders thereof to purchase shares of common stock
will enable such holders to purchase, upon exercise thereof, eight
times of the number of shares of common stock which such holders
would have been able to purchase upon exercise thereof immediately
preceding the forward stock split, at the same aggregate price
required to be paid therefore upon exercise thereof immediately
preceding the forward stock split.
MANNER OF EFFECTING THE AMENDMENT
The forward stock split will be effected by the filing of the Forward
Split Amendment with the Secretary of State of the State of Delaware. The
Forward Split Amendment will specify the effective date of the forward split
will be after close of business on December 3, 2004 which is approximately 20
days after this Information Statement was first mailed to our stockholders.
As soon as practicable after the Effective Date of the Amendment,
stockholders of record on the record date will receive certificates representing
the additional shares of common stock issued to the stockholder as a result of
the forward stock split. No scrip or fractional shares will be issued.
Fractional shares will be rounded up to the nearest whole share. We will bear
the costs of the issuance of the additional stock certificates.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The forward stock split should not result in any recognition of gain or
loss. The holding period of the New Shares will include the stockholder's
holding period for the corresponding Old Shares owned prior to the forward stock
split. The adjusted basis of the New Shares (including the original shares) will
be equal to the adjusted basis of a stockholder's original shares.
Notwithstanding the foregoing, the federal income tax consequences of the
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receipt of an additional share in lieu of a fractional interest is not clear but
may result in tax liabilities which should not be material in amount in view of
the low value of the fractional interest. Our beliefs regarding the tax
consequence of the forward stock split are not binding upon the Internal Revenue
Service or the courts, and there can be no assurance that the Internal Revenue
Service or the courts will accept the positions expressed above. This summary
does not purport to be complete and does not address the tax consequences to
holders that are subject to special tax rules, such as banks, insurance
companies, regulated investment companies, personal holding companies, foreign
entities, nonresident foreign individuals, broker-dealers and tax exempt
entities. The state and local tax consequences of the forward stock split may
vary significantly as to each stockholder, depending upon the state in which he
or she resides.
The foregoing summary is included for general information only.
Accordingly, stockholders are urged to consult their own tax advisors with
respect to the Federal, State and local tax consequences of the forward stock
split.
THE PLAN AMENDMENT
In November 1999, our Board of Directors adopted our Plan which was
approved by a majority of the stockholders at a meeting on November 11, 1999.
Under the Plan we initially reserved 25,000,000 shares of common stock for the
grant of qualified incentive options or non-qualified options. On January 31,
2003 we effected a one-for-250 reverse stock split which had the effect of
proportionately reducing both the number of shares of our common stock available
for issuance under the Plan as well as the number of shares of common stock
issuable upon the exercise of the then outstanding options. As a result of the
reverse stock split, we had 100,000 shares reserved for issuance under the Plan.
On October 20, 2004 our Board of Directors increased the number of shares
available for issuance under the Plan to 1,000,000 shares and at October 20,
2004 we had options to purchase an aggregate of 335,000 shares of common stock
outstanding under the Plan at exercise prices ranging from $0.001 to $0.18 per
share.
We are adopting the Plan Amendment to ratify the increase the number of
shares of common stock issuable under the Plan to our employees, directors and
advisors from 100,000 shares to 1,000,000 shares, which will include the options
to purchase the 335,000 shares (2,680,000 shares upon forward stock split) of
our common stock which are presently outstanding. Pursuant to the Plan
Amendment, the number of shares available for issuance under the Plan will
further increase to 8,000,000 shares on the Forward Split Effective Date. Other
than increasing the number of shares of our common stock available for issuance
under the Plan, there are no changes to the terms or conditions of the Plan.
DESCRIPTION OF THE PLAN
The purpose of the Plan is to advance the interests of our company by
providing an incentive to attract, retain and motivate highly qualified and
competent persons who are important to us and upon whose efforts and judgment
the success of our company is largely dependent, including our officers and
directors, key employees, consultants and independent contractors. The Plan is
administered by our Board of Directors. The Board of Directors determines, from
time to time, those of our officers, directors, employees and consultants to
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whom Plan options will be granted, the terms and provisions of the Plan options,
the dates such Plan options will become exercisable, the number of shares
subject to each Plan option, the purchase price of such shares and the form of
payment of such purchase price. All other questions relating to the
administration of the Plan, and the interpretation of the provisions thereof are
to be resolved at the sole discretion of the Board of Directors.
Plan options granted under the Plan may either be options qualifying as
incentive stock options under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), or options that do not so qualify. Any incentive option
granted under the Plan must provide for an exercise price of not less than 100%
of the fair market value of the underlying shares on the date of such grant, but
the exercise price of any incentive option granted to an eligible employee
owning more than 10% of our common stock must be at least 110% of such fair
market value as determined on the date of the grant. Non-qualified options must
provide for an exercise price of not less than 85% of the fair market value of
our common stock on the date of grant.
The term of each option and the manner in which it may be exercised is
determined by the Board of Directors, provided that no option may be exercisable
more than 10 years after the date of its grant and, in the case of an incentive
option granted to an eligible employee owning more than 10% of our common stock,
no more than five years after the date of the grant.
The per share purchase price of shares subject to options granted under
the Plan may be adjusted in the event of certain changes in our capitalization,
but any such adjustment will not change the total purchase price payable upon
the exercise in full of options granted under the Plan. All options are
nonassignable and nontransferable, except by will or by the laws of descent and
distribution and, during the lifetime of the optionee, may be exercised only by
such optionee. Previously granted options are subject to early termination in
the event of the death, disability or mental incapacity of the option holder, or
in the instance of options granted to employees, the termination of that
employee's employment with our company.
The Board of Directors may amend, suspend or terminate the Plan at any
time, except that no amendment shall be made which:
* increases the total number of shares subject to the Plan or changes
the minimum purchase price therefore (except in either case in the
event of adjustments due to changes in our capitalization),
* affects outstanding options or any exercise right thereunder,
* extends the term of any option beyond 10 years, or
* extends the termination date of the Plan.
Unless the Plan is earlier suspended or terminated by the Board of
Directors, the Plan terminates 10 years from the date of the Plan's adoption.
Any termination of the Plan does not affect the validity of any options
previously granted thereunder.
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The potential benefit to be received from a Plan option is dependent on
increases in the market price of the common stock. The ultimate dollar value of
the Plan options that have been or may be granted under the Plan is not
currently ascertainable. On October 20, 2004, the closing price of our common
stock as reported on the OTC Bulletin Board was $0.18.
TAX ASPECTS
The following discussion applies to the Plan and is based on federal
income tax laws and regulations in effect. It does not purport to be a complete
description of the federal income tax consequences of the Plan, nor does it
describe the consequences of applicable state, local or foreign tax laws.
Accordingly, any person receiving a grant under the Plan should consult with his
own tax adviser.
The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974 and is not qualified under Section 401(a) of the
Code. An employee granted an incentive option does not recognize taxable income
either at the date of grant or at the date of its timely exercise. However, the
excess of the fair market value of common stock received upon exercise of the
incentive option over the Plan option exercise price is an item of tax
preference under Section 57(a)(3) of the Code and may be subject to the
alternative minimum tax imposed by Section 55 of the Code.
Upon disposition of stock acquired on exercise of an incentive option,
long-term capital gain or loss is recognized in an amount equal to the
difference between the sales price and the incentive option exercise price,
provided that the option holder has not disposed of the stock within two years
from the date of grant and within one year from the date of exercise. If the
incentive option holder disposes of the acquired stock (including the transfer
of acquired stock in payment of the exercise price of an incentive option)
without complying with both of these holding period requirements ("Disqualifying
Disposition"), the option holder will recognize ordinary income at the time of
such Disqualifying Disposition to the extent of the difference between the
exercise price and the lesser of the fair market value of the stock on the date
the incentive option is exercised (the value six months after the date of
exercise may govern in the case of an employee whose sale of stock at a profit
could subject him or her to suit under Section 16(b) of the Securities Exchange
Act of 1934) or the amount realized on such Disqualifying Disposition. Any
remaining gain or loss is treated as a short-term or long-term capital gain or
loss, depending on how long the shares are held. In the event of a Disqualifying
Disposition, the incentive option tax preference described above may not apply
(although, where the Disqualifying Disposition occurs subsequent to the year the
incentive option is exercised, it may be necessary for the employee to amend his
or her return to eliminate the tax preference item previously reported).
We are not entitled to a tax deduction upon either exercise of an
incentive option or disposition of stock acquired pursuant to such an exercise,
except to the extent that the option holder recognized ordinary income in a
Disqualifying Disposition. If the holder of an incentive option pays the
exercise price, in full or in part, with shares of previously acquired common
stock, the exchange should not affect the incentive option tax treatment of the
exercise. No gain or loss should be recognized on the exchange, and the shares
received by the employee, equal in number to the previously acquired shares
exchanged therefor, will have the same basis and holding period for long-term
capital gain purposes as the previously acquired shares. The employee will not,
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however, be able to utilize the old holding period for the purpose of satisfying
the incentive option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding period which commences as of the date the common stock is issued to
the employee upon exercise of the incentive option. If an exercise is effected
using shares previously acquired through the exercise of an incentive option,
the exchange of the previously acquired shares will be considered a disposition
of such shares for the purpose of determining whether a Disqualifying
Disposition has occurred.
With respect to the holder of non-qualified options, the option holder
does not recognize taxable income on the date of the grant of the non-qualified
option, but recognizes ordinary income generally at the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the common stock on the date of exercise. However, if the holder of
non-qualified options is subject to the restrictions on resale of common stock
under Section 16 of the Securities Exchange Act of 1934, such person generally
recognizes ordinary income at the end of the six month period following the date
of exercise in the amount of the difference between the option exercise price
and the fair market value of the common stock at the end of the six month
period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by us in the year
that income is recognized.
SECURITIES LAW RESTRICTIONS
The sale of the shares must be made in compliance with federal and
state securities laws. Our officers, directors and 10% or greater shareholders,
as well as certain other persons or parties who may be deemed to be "affiliates"
of ours under federal securities laws, should be aware that resales by
affiliates can only be made pursuant to an effective registration statement,
Rule 144 or other applicable exemption. Our officers, directors and 10% or
greater shareholders may also be subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934.
NO DISSENTER'S RIGHTS
Under Delaware law stockholders are not entitled to dissenter's rights
of appraisal with respect to either the Forward Split Amendment or the Plan
Amendment.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We are required to file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C., and at its offices in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for more information
on the operation of the public reference rooms. Copies of our SEC filings are
also available to the public from the SEC's web site at www.sec.gov.
EVOLVE ONE, INC.
By: /s/ Gary Schultheis
-------------------
Gary Schultheis, President
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EXHIBIT A
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
EVOLVE ONE, INC.
(A DELAWARE CORPORATION)
Pursuant to Section 242 of the Delaware General Corporations Law, the
undersigned, being the President of Evolve One, Inc., a corporation organized
and existing under the laws of the State of Delaware (the "Corporation"), does
hereby certify that the following resolutions were adopted by the Corporation's
Board of Directors and its stockholders as hereinafter described:
RESOLVED: The Certificate of Incorporation of this Corporation is
hereby amended by adding the following:
(a) At the effective time of this amendment, each share of common stock
of the Corporation issued and outstanding as of the record date set by the
Corporation's Board of Directors shall be subject to an eight (8) for one (1)
forward split with all fractional shares rounded to the nearest whole share.
(b) The effective time of this amendment shall be after close of
business on December 3, 2004.
The foregoing resolutions and this Certificate of Amendment were
adopted by the Board of Directors of the Corporation pursuant to a written
consent of the directors of the Corporation dated October 20, 2004 in
accordance with Section 141 of the Delaware General Corporation Law, and by the
written consent dated November 11, 2004 of the holders of shares of the
Corporation's voting stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted in accordance with
Section 228 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the undersigned, being the President of this
Corporation, has executed this Certificate of Amendment to the Corporation's
Certificate of Incorporation as of ________________________, 2004.
EVOLVE ONE, INC.
By:
--------------------------
Gary Schultheis, President
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