Intellectual Technology Inc – ‘PRE 14A’ for 2/2/04

On:  Monday, 2/2/04, at 5:41pm ET   ·   As of:  2/3/04   ·   For:  2/2/04   ·   Accession #:  1144204-4-805   ·   File #:  0-29138

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Preliminary Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Solicitation Material                7     29K 

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [ ]                                  
Check the appropriate box:                                                      
[X] Preliminary Proxy Statement                                                 
[ ] Confidential, for Use of the Commission Only (as permitted by               
Rule 14a-6(e)(2))                                                       
[ ] Definitive Proxy Statement                                                  
[ ] Definitive Additional Materials                                             
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 

 INTELLECTUAL TECHNOLOGY, INC.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[X] No fee required.                                                            

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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: _____________________________________

  2) Form, Schedule or Registration Statement No.: _______________

  3) Filing Party: _______________________________________________

  4) Date Filed: _________________________________________________

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 INTELLECTUAL TECHNOLOGY, INC.

 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

 To Be Held March 16, 2004

TO THE STOCKHOLDERS OF INTELLECTUAL TECHNOLOGY, INC.:                           

         You are cordially  invited to attend a Special  Meeting of Stockholders
(the "Meeting") of Intellectual Technology, Inc. ("ITI" or the "Company"), which
will be held at the  Sheraton  Suites San Diego  located at 701 A.  Street,  San
Diego, California,  92101 on Tuesday, March 16, 2004, at 9:00 a.m. Pacific time,
to consider and act upon the following matters:                                 

         1.       The termination of registration of the Company's  Common Stock
               under Section 12(g) of the Securities Exchange Act of 1934;

         2.       Approval of a proposal giving the Board of Directors authority
                  to cause  the  Company  to enter  into a  possible  series  of
                  transactions   wherein   the   Company   would  (i)   transfer
                  substantially all of its assets and a controlling  interest in
                  the Company to a wholly-owned  subsidiary (the  "Subsidiary"),
                  (ii)  distribute  all  of  the   outstanding   shares  of  the
                  Subsidiary  to the  stockholders  of the Company as a dividend
                  in-kind,   and  (iii)  cause  the   Subsidiary   to  sell  its
         controlling interest in the Company to a third party.

         3.       Such other business as may properly come before the Meeting or
any adjournments of the Meeting.            

         Only  holders of record of our Common Stock at the close of business on
February  13,  2004,  will be entitled to notice of, and to vote at, the Meeting
and any continuations or adjournments of the Meeting.                           

         IT IS  IMPORTANT  THAT  YOUR  SHARES  BE  REPRESENTED  AT  THE  MEETING
REGARDLESS  OF THE  NUMBER OF SHARES  YOU HOLD.  YOU ARE  INVITED  TO ATTEND THE
MEETING IN PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ACCOMPANYING  PROXY IN THE ENCLOSED  ENVELOPE WHICH REQUIRES
NO  ADDITIONAL  POSTAGE  IF MAILED IN THE  UNITED  STATES.  IF YOU DO ATTEND THE
MEETING,  YOU MAY,  IF YOU  PREFER,  REVOKE  YOUR PROXY AND VOTE YOUR  SHARES IN
PERSON.                                                                         

                  By Order of the Board of Directors

    /s/ Walter G. Fuller
                    ------------------------------------
Walter G. Fuller
                    Chief Executive Officer and Chairman
of the Board    

1040 Joshua Way                                                                 
Vista, CA 92081                                                                 
(760) 599-8080                                                                  
February 2, 2004                                                                

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 PROXY STATEMENT

 INTELLECTUAL TECHNOLOGY, INC.

 1040 Joshua Way
 Vista, CA 92081
----------------

 SPECIAL MEETING OF STOCKHOLDERS

 To Be Held March 16, 2004

Solicitation of Proxies                                                         

         This Proxy Statement is furnished in connection  with the  solicitation
of  proxies  by the Board of  Directors  of  Intellectual  Technology,  Inc.,  a
Delaware   corporation   (the  "Company")  for  use  at  a  Special  Meeting  of
Stockholders  to be held at the  Sheraton  Suites  San Diego  located  at 701 A.
Street,  San Diego,  California 92101, on Tuesday,  March 16, 2004, at 9:00 a.m.
Pacific time, and at any and all adjournments  thereof (the "Meeting"),  for the
purposes  set  forth  in  the   accompanying   Notice  of  Special   Meeting  of
Stockholders. Accompanying this Proxy Statement is the Board of Directors' Proxy
for the  Meeting,  which you may use to indicate  your vote as to the  proposals
described in this Proxy  Statement.  In addition to  solicitation  by use of the
mail,  certain of our officers and employees may, without  receiving  additional
compensation therefore, solicit the return of proxies by telephone,  telegram or
personal  interview.  We have requested that  brokerage  houses and  custodians,
nominees and fiduciaries forward soliciting  materials to their principals,  the
beneficial  owners of  Common  Stock,  and have  agreed  to  reimburse  them for
reasonable out-of-pocket expenses in connection therewith.                      

Revocation of Proxies                                                           

         All Proxies  which are  properly  completed,  signed and returned to us
prior to the Meeting, and which have not been revoked, will be voted in favor of
the proposals  described in this Proxy Statement  unless otherwise  directed.  A
Stockholder may revoke his or her Proxy at any time before it is voted either by
filing with the Secretary of the Company,  at its principal executive offices, a
written notice of revocation or a duly-executed proxy bearing a later date or by
attending  the  Meeting  and  expressing  a desire to vote his or her  shares in
person.                                                                         

Record Date and Voting Securities                                               

         The close of  business  on  February  13,  2004,  has been fixed as the
record date for the  determination of Stockholders  entitled to notice of and to
vote at the Meeting or any  adjournment of the Meeting.  As of February 2, 2002,
we had  outstanding:  9,842,681  shares of Common  Stock,  par value  $.0001 per
share.  The  holders  of Common  Stock  have the right to cast one vote for each
share held of record on all matters submitted to a vote of the holders of Common
Stock,  including  the election of  directors.  Except as described  herein,  no
preemptive,  subscription,  or conversion rights pertain to the Common Stock and
no  redemption or sinking fund  provisions  exist for the benefit  thereof.  The
affirmative vote of the holders of a majority of the shares present in person or
represented  by proxy and  entitled to vote at the  Meeting  will be required to
approve each proposal.  Pursuant to the General  Corporation Law of the State of
Delaware,  only votes cast "FOR" a matter constitute  affirmative votes,  except
that  proxies  in which  the  stockholder  fails to make a  specification  as to
whether he votes "FOR," "AGAINST,"  "ABSTAINS" or "WITHHOLDS" as to a particular
matter shall be considered as a vote "FOR" that matter.  Votes will be tabulated
by an inspector of election appointed by the Board of Directors.  Votes in which
the stockholder  specified that he is "WITHHOLDING" or "ABSTAINING"  from voting
are  counted  for  quorum  purposes,  but are not  considered  as votes  "FOR" a
particular  matter.  Broker non-votes  (shares held by a broker or nominee which
are represented at the meeting,  but with respect to which the broker or nominee
is not  empowered  to vote on a  particular  proposal)  are  counted  for quorum
purposes, but are not considered as votes "FOR" a particular matter.            

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Mailing of Proxy Statement and Proxy Card                                       

         We will pay the cost for  preparing,  printing,  assembling and mailing
this Proxy Statement and the Proxy Card and all of the costs of the solicitation
of the Proxies.                                                                 

         Our principal  executive offices are located 1040 Joshua Way, Vista, CA
92081. This Proxy Statement and the accompanying proxy are first being mailed to
Stockholders on or about February 17, 2004.                                     

PROPOSAL 1
TERMINATION OF REGISTRATION UNDER THE 1934 ACT

         The Board of Directors has  determined  that, in light of the fact that
the Common  Stock of the Company  does not enjoy an active  public  market,  the
costs  incurred  by the  Company  in  being a  reporting  company  substantially
outweigh the attendant benefits. The Board of Directors has also determined that
the Company meets the  requirements  for  terminating  the  registration  of its
Common Stock under the  Securities  Exchange Act of 1934,  as amended (the "1934
Act"),  in that at the end of each of the last three fiscal  years,  the Company
had fewer than 500  shareholders of record and less than  $10,000,000 in assets.
Therefore,  the Board of Directors  has  determined  to seek  approval  from the
shareholders  to, at the option of the Board of  Directors,  file a Form 15 with
the Securities and Exchange Commission,  thereby terminating the registration of
the Company's  Common Stock under the Securities  Exchange Act of 1934. Upon the
effectiveness  of this  termination,  the Company  will no longer be required to
file periodic reports with the Securities and Exchange Commission.              

         THE BOARD OF DIRECTORS UNANIMOUSLY  RECOMMENDS THAT THE STOCKHOLDERS OF
THE COMPANY VOTE FOR THE PROPOSAL TO GRANT THE BOARD OF DIRECTORS THE AUTHORITY,
AT ITS DISCRETION,  TO TERMINATE THE  REGISTRATION OF THE COMPANY'S COMMON STOCK
UNDER THE SECURITIES EXCHANGE ACT OF 1934.                                      

SALE OF CORPORATE ENTITY

         The Board of Directors has determined  that,  prior to terminating  the
registration  of the Company's  Common Stock under the 1934 Act, the Company may
be able to raise additional operating capital,  without dilution to its existing
shareholders or the incurrence of debt,  through a sale of the Company following
the transfer of  substantially  all the assets of the Company to another company
with  ownership  identical  to that of the  Company.  Accordingly,  the Board of
Directors  seeks  authority  from the  stockholders  of the Company to cause the
Company to enter into a possible  series of  transactions  wherein  the  Company
would (i) transfer substantially all of its assets and a controlling interest in
the Company to a wholly-owned subsidiary (the "Subsidiary"), (ii) distribute all
of the outstanding  shares of the Subsidiary to the stockholders of the Company,
and (iii) cause the Subsidiary to sell its  controlling  interest in the Company
to a third party. As a consequence of the foregoing  transactions,  the existing
shareholders  of the Company would own the  Subsidiary,  which in turn would own
all of the assets of the Company,  and the existing  shareholders of the Company
may also be minority shareholders of the Company.                               

         THE BOARD OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS A VOTE IN FAVOR OF THE
FOREGOING PROPOSAL.                                                             

 OTHER MATTERS

         The Board of  Directors  does not know of any other  matters  which may
come before the Meeting. However, if any other matter shall properly come before
the Meeting,  the proxy holders named in the proxy  accompanying  this statement
will have  discretionary  authority to vote all proxies in accordance with their
best judgment.                                                                  

 STOCKHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING

         Any stockholder who wishes to present a proposal for  consideration  at
the Annual Meeting of  Stockholders to be held in 2004 must submit such proposal
in  accordance  with  the  rules  promulgated  by the  Securities  and  Exchange
Commission.  In order for a  proposal  to be  included  in the  Company's  proxy
materials  relating to the 2004 Annual Meeting of Stockholders,  the stockholder

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must  submit  such  proposal in writing to the Company so that it is received no
later than June 25, 2004. Any stockholder proposal submitted with respect to the
Company's 2004 Annual Meeting of Stockholders  which proposal is received by the
Company after August 8, 2004,  will be considered  untimely for purposes of Rule
14a-4 and 14a-5 under the  Exchange  Act,  and the Company may vote against such
proposal using its discretionary voting authority as authorized by proxy.       

                                  By Order of the Board of Directors

Vista, California                                                               
February 2, 2004                                                                

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 INTELLECTUAL TECHNOLOGY, INC.

 1040 Joshua Way
 Vista, CA 92081
----------------

SPECIAL MEETING OF STOCKHOLDERS - March 16, 2004

         The undersigned  stockholder(s) of Intellectual  Technology,  Inc. (the
"Company")  hereby  appoints Craig Litchin and George McGill (the  "Proxy"),  or
each of them, the attorney, agent and proxy of the undersigned,  with full power
of substitution,  to vote all the shares of the Company which the undersigned is
entitled  to vote  at the  Special  Meeting  of  Stockholders  to be held at the
Sheraton Suites San Diego located at 701 A. Street, San Diego, California 92101,
on  Tuesday,  March  16,  2004,  at  9:00  a.m.  Pacific  time,  and any and all
adjournments  thereof,  as  fully  and with the same  force  and  effect  as the
undersigned might or could do if personally present thereat, as follows:        

1.  Termination  of  Registration.  To authorize the Board of Directors,  at its
option,  to terminate the  registration of the Company's  Common Stock under the
Securities Exchange Act of 1934.                                                

[  ]  FOR       [  ]  AGAINST   [  ]  ABSTAIN   

         If no specification  is made, the votes  represented by this proxy will
be cast FOR the proposal described above.                                       

2. Sale of Corporate Entity. To authorize the Board of Directors, at its option,
to cause the Company to enter into a series of  transactions by which the assets
of the Company and a controlling interest in the Company would be transferred to
a Subsidiary,  and the shares of the Subsidiary distributed as a dividend to the
shareholders of the Company, followed by a sale of a controlling interest in the
Company to a third party.                                                       

[  ]  FOR       [  ]  AGAINST   [  ]  ABSTAIN   

         Unless otherwise specified, the votes represented by this Proxy will be
cast FOR ratification and approval of the above proposal.                       

3. In their  discretion,  the Proxy  are  authorized  to vote  upon  such  other
business as may properly come before the meeting and any adjournment(s) thereof.

This Proxy when properly executed will be voted in the manner directed herein by
the  undersigned  shareholder.  Shareholders  who are present at the meeting may
withdraw their proxy and vote in person if they so desire.                      

This proxy is solicited on behalf of the Board of Directors.                    

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Please sign exactly as your name appears on your stock certificates. When shares
are  held by  joint  tenants,  both  should  sign.  When  signing  as  executor,
administrator, attorney, trustee or guardian, please give full title as such. If
a  corporation,  please  sign  in full  corporate  name by  president  or  other
authorized  officer.  If a  partnership,  please  sign  in  partnership  name by
authorized person.                                                              

                                 Dated: ____________________, 2004

                                      --------------------------------------
         Signature

                                      --------------------------------------
                          Signature, if held jointly

                                      --------------------------------------
               Printed Name(s)

                                       I (We) will [ ] [ ] will not attend the
                  Meeting in person.

NO POSTAGE IS REQUIRED IF THIS PROXY IS RETURNED IN THE  ENCLOSED  ENVELOPE  AND
MAILED IN THE UNITED STATES.                                                    

Dates Referenced Herein

				Referenced-On Page
This ‘PRE 14A’ Filing		Date		First		Last			Other Filings
		8/8/04		5					None on these Dates
		6/25/04		5
		3/16/04		2		6
		2/17/04		4
		2/13/04		2		3
Filed as of:		2/3/04
Filed on / For Period End:		2/2/04		2		5
		2/2/02		3
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