SCHEDULE 14C INFORMATION statement
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
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[X] Preliminary Information Statement
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[ ] Definitive Information Statement
Tillman International, Inc.
(Name of Registrant as Specified In Its Charter)
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[ ] 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 is calculated and state how it was determined.):
4) Proposed maximum aggregate value of transaction:
5) Total Fee Paid:_________________________________________________
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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TILLMAN INTERNATIONAL, INC.
350 South 400 East, No. 105
Salt Lake City, Utah84111
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
January __, 2004
A majority of the stockholders of Tillman International, Inc., or
Tillman, intends to take action by written consent to amend Tillman's amended
and restated articles of incorporation to effectuate a 1 for 100 reverse
stock-split of Tillman's outstanding common stock.
Stockholders of record at the close of business on December 22, 2003
will be entitled to notice of this proposed stockholder action by written
consent. Since the actions will have been approved by the holders of the
required majority of the outstanding shares of our voting stock, no proxies were
or are being solicited. We anticipate that the amendment will become effective
on or after January 26, 2004.
/s/ Silvestre HutchinsonSilvestre Hutchinson
President and Chief Executive Officer
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
TILLMAN INTERNATIONAL, INC.
INFORMATION CONCERNING THE ACTION BY WRITTEN CONSENT
Date and Purpose of Written Consent
Stockholders holding a majority of the voting power of the company intend to
take action by written consent for the purpose of amending Tillman's amended and
restated articles of incorporation to effectuate a 1 for 100 reverse stock-split
of Tillman's outstanding common stock.
Stockholders Entitled to Vote
Approval of the matters actions described herein requires the written consent of
the holders of outstanding stock of each voting group entitled to vote on such
matters. As of December 22, 2003, there were 1,557,500 shares of our common
stock outstanding. Holders of our common stock are entitled to one vote per
share. Stockholders of record at the close of business on December 22, 2003,
will be entitled to receive this notice and information statement.
No proxies are being solicited.
The actions to be taken require the consent of the holders of a majority of the
shares of common stock. The holder of the voting rights with respect to 800,000
shares of our common stock intends to deliver written consents to us adopting
the proposals set forth herein.
Information Statement Costs
The cost of delivering this information statement, including the preparation,
assembly and mailing of the information statement, as well as the cost of
forwarding this material to the beneficial owners of our capital stock will be
borne by us. We may reimburse brokerage firms and others for expenses in
forwarding information statement materials to the beneficial owners of our
Change in Control
On December 22, 2003, Silvestre Hutchinson purchased 800,000 shares of our
common stock from our former President, Chief Financial Officer, Director, and
majority stockholder, Wallace T. Boyack. Concurrently with this sale, Mr. Boyack
submitted 300,000 shares of common stock to Tillman for cancellation, and these
shares have now been cancelled. As a result, Mr. Silvestre now holds
approximately 51.4% of our issued and outstanding common stock.
In connection with this change in control, Mr. Boyack resigned as our President
and Chief Financial Officer, and Thomas Harkness resigned as our Secretary. The
board of directors appointed Mr. Hutchinson as the new President, Chief
Financial Officer, and Secretary.
Thereafter, Mr. Harkness and Jacki Bartholomew resigned as directors of Tillman.
The remaining director, Mr. Boyack, has appointed Silvestre Hutchinson and Mark
Elrod to fill the vacancies on the board, such appointments to become effective
10 days after the transmittal of this Information Statement to the stockholders.
Thereafter, Mr. Boyack intends to resign from the board of directors, and the
remaining nominees intend to appoint Marcus Segal to replace Mr. Boyack.
Executive officers and directors
Our executive officers and directors, the positions held by them, and
their ages are as follows:
Name Age Position
-------------------------- ------------------ -------------------------------------------------------------------
Silvestre Hutchinson 52 Director Nominee, President, Chief Financial Officer, and Secretary
Mark Elrod 30 Director Nominee
Marcus Segal 31 Director Nominee
Wallace Boyack 61 Director
Thomas Harkness 58 Director
Jacki Bartholomew 41 Director
Silvestre Hutchinson is our President, Chief Financial Officer, and
Secretary, and is a nominee for our board of directors. Mr. Hutchinson is a
member of the law firm Hutchinson & Asociates. Mr. Hutchinson is also President
of Naviera Mitchell, Ltd., S.A., a cargo transport corporation based in the
Colon Free Zone of Panama. Mr. Hutchinson also presently acts as consultant on
International Economic Bilateral Relations between Panama and countries of the
Caribbean, Central and South America for the Ministry of Foreign Affairs.
Mark Elrod is a nominee for our board of directors. Mr. Elrod has
served as Executive Vice President, Business Development and a Director of
Vindicia, Inc. since January 2003. From March 2001 until December 2002, Mr.
Elrod served as Vice President, Engineering and Business Development for ETP,
Inc. Prior to ETP, Inc., Mr. Elrod co-founded LiquidMetal Consulting, providing
time-critical engineering design and development resources to online media
companies. From March 1998 to June 2000, Mr. Elrod was a founding member and
technical lead for FreeAmp.org, a non-profit, open-source media development
organization sponsored by EMusic. Mr. Elrod came to EMusic from Pretty Good
Privacy (PGP)/Network Associates where he led the Windows client development for
their flagship encryption product after joining the team through the merger of
PGP and PrivNet, a privacy company that Mr. Elrod co-founded in 1995.
Marcus Segal is a nominee for our board of directors. Mr. Segal is the
Vice President of Operations and acting Chief Financial Officer for Vindicia,
Inc, an outsourced credit card fraud prevention service. From 2002 to 2003, Mr.
Segal served as a consultant to EMusic.com, a web-based music subscription
service, and from 2000-2002, was the Vice President of Operations for EMusic.
From 1997 to 1999, Mr. Segal served as the Executive in Charge of Production for
The Documedia Group, an award winning documentary production company based in
Los Angeles. Mr. Segal serves as the treasurer for The Big Bam Foundation, a
non-profit organization that provides free mammograms to women in underserved
communities. Mr. Segal is the Creator of Project Involve, a community outreach
program offered by the San Francisco Chapter of the Anti-Defamation League in
2003. Mr. Segal is enrolled in an MBA program at Pepperdine University's
Graziadio School of Business. He received a Bachelor of Arts in English
Literature from the University of California at Santa Barbara in 1994.
Wallace Boyack is one of our directors. Mr. Boyack graduated from the
University of Utah College of Business receiving in 1966, a Bachelor's Degree in
Accounting and a Master of Business Administration, and was graduated from
Georgetown University Law Center in 1971, holding a Juris Doctorate. Since 1981,
Mr. Boyack has been an attorney in private practice. Mr. Boyack is an officer
and a director of Lance Systems, Inc., a company with public shareholders. Mr.
Boyack holds more than ten per cent of the issued and outstanding shares of
Global Web, Inc., a company which has a trading market for its shares of common
Thomas Harkness is one of our directors. Mr. Harkness graduated from
the University of Utah, receiving a bachelor's degree in accounting in 1968. Mr
Harkness is licensed as a certified public accountant. Since 1981, Mr. Harkness
has been engaged in private practice as an accountant. Mr. Harkness is an
officer and a director of Lance Systems, Inc., a company with public
Jacki Bartholomew is one of our directors. Ms. Bartholomew graduated
from the University of Phoenix in 1998 receiving a bachelor's degree in business
management. For the past five years, Ms. Bartholomew has had employment as a
product specialist and an account executive with companies providing software to
the health care industry. Ms. Bartholomew also provides training and assistance
to data processing personnel. Ms. Bartholomew is a director of Lance Systems,
Inc., a company with public shareholders.
Tillman has no board committees at this time.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors, executive officers, and stockholders holding more than
10% of our outstanding common stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in beneficial
ownership of our common stock. Executive officers, directors and
greater-than-10% stockholders are required by SEC regulations to furnish us with
copies of all Section 16(a) reports they file. To our knowledge, based solely on
review of the copies of such reports furnished to us for the period ended
December 31, 2002, all Section 16(a) reports required to be filed by our
executive officers, directors and greater-than-10% stockholders were filed on a
timely basis, except that Mr. Boyack did not file a Form 4 upon being issued
300,000 shares of common stock in November, 2003.
During the year ended December 31, 2002, we paid no compensation either
as salary or benefits to any officer or director. No cash compensation, deferred
compensation or long-term incentive awards were issued or granted to the
management during the year ended December 31, 2002. There are no arrangements
for compensation for services provided by the directors during the past calendar
Certain Relationships and Related Transactions
Mr. Boyack, our former President, has advanced funds for the payment of
corporate expenses during his tenure, and, as of September 30, 2003, we owed him
approximate $13,600. On November 11, 2003, we issued to Mr. Boyack 300,000
shares for $3,000. On December 22, 2003, by mutual agreement, the 300,000 shares
were cancelled and the $3,000 was deemed to be an additional advance.
Concurrently therewith, Mr. Boyack sold 800,000 of his shares of common stock to
Mr. Silvestre and released Tillman from any and all claims, including claims for
repayment of the advanced funds.
COMMON STOCK OWNERSHIP OF CERTAINBENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of December 23, 2003 by the
o each person who is known to be the beneficial owner of more
than five percent (5%) of our issued and outstanding shares of
o each of our directors and executive officers; and
o all of our directors and executive officers as a group.
Number Of Shares
Name And Address Beneficially Owned Percentage Owned
---------------- ------------------ ----------------
Silvestre Hutchinson (1) .................... 800,000 51.4%
Mark Elrod (2) .............................. -- --%
Marcus Segal (3)............................. -- --%
Wallace Boyack (4)........................... 30,000 1.9%
Thomas Harkness (5).......................... -- --%
Jacki Bartholomew (6)........................ -- --%
David S. Jensen (7).......................... 130,500 8.4%
Nevada Agency & Trust Co. (8)................ 100,000 6.4%
Dayton Family Trust (9)...................... 78,750 5.1%
All directors and officers as a group........ 830,000 53.3%
(1) The address is P.O. Box 1290, Zone 9A, Panama City, Republic of Panama.
(2) The address is 126 Bay View Drive, San Carlos, California94070.
(3) The address is 2643 20th Street, San Francisco, California94110.
(4) The address is 175 South Main Street, No. 1212, Salt Lake City, Utah84111.
(5) The address is 40 South 600 East, Salt Lake City, Utah84102.
(6) The address is 350 South 400 East, No. 105, Salt Lake City, Utah84111.
(7) The address is 1567 Amblewood Lane, Salt Lake City, Utah84117.
(8) The address is Suite 880, Bank America Plaza, 50 West Liberty, Reno, Nevada89501.
(9) The address is 3298 West 5200 South Roy, Utah84067.
Beneficial ownership is determined in accordance with the rules and
regulations of the SEC. The number of shares and the percentage beneficially
owned by each individual listed above include shares that are subject to options
held by that individual that are immediately exercisable or exercisable within
60 days from December 23, 2003, and the number of shares and the percentage
beneficially owned by all officers and directors as a group includes shares
subject to options held by all officers and directors as a group that are
immediately exercisable or exercisable within 60 days from December 23, 2003.
PROPOSAL TO AMEND THE AMENDED AND RESTATED ARTICLES OF INCORPORATIONTO EFFECTUATE A 1 FOR 100 REVERSE STOCK-SPLIT
Our board of director nominees and the stockholder holding a majority of the
shares of Tillman common stock intend to approve the one for one-hundred reverse
stock-split. The reverse stock-split will become effective on or after the
twentieth (20th) day following the mailing of this Information Statement to our
Purpose and Effect of Reverse Stock-Split
The board of directors and stockholders of Tillman intend to adopt the one for
one-hundred reverse stock-split in order to improve the capitalization of
Tillman. We are unable to predict what effect, if any, the reverse split will
have on the market price of our common stock.
The liquidity of our common stock may be adversely affected by the reduced
number of shares outstanding after the reverse stock-split. The reverse
stock-split will cause the number of "odd-lot" holders to go up and cause the
number of "round-lot" holders of the common stock to go down. An odd-lot is
fewer than 100 shares. The number of round-lot holders is a common measure of a
stock's distribution, and a lower number may reflect more negatively on our
shares. In addition, the new odd-lot holders may become reluctant to trade their
shares because of any stigma or higher commissions associated with odd-lot
trading. Stockholders who hold odd-lots may experience an increase in the cost
of selling their shares and may have greater difficulty in making sales. This
may negatively impact the average trading volume and thereby diminish interest
in the common stock by some investors and advisors.
Notwithstanding these potential disadvantages, the board of director nominees
believe that the reverse stock-split is in the best interest of Tillman for the
reasons set forth above.
Effects of Reverse Stock-Split
The reverse stock-split will be effected on the twentieth (20th) day following
the mailing of this Information Statement to our stockholders. We will be
required to file articles of amendment to our articles of incorporation with the
Utah Department of Commerce, Division of Corporations & Commercial Code, in
order to effectuate the reverse stock-split.
The reverse stock-split will increase the authorized but unissued common stock
of Tillman, which may be used by our board of directors in order to thwart
anti-takeover efforts by outsiders. The board nominees are not aware of any such
current takeover efforts, and the reverse split is not being proposed as an
Stock Certificates and Fractional Shares
Any stockholder who owns one hundred or fewer common shares will receive one
share. This reverse stock-split will reduce the number of issued and outstanding
common shares from 1,557,500 to 15,575 common shares and have no effect on the
authorized number of shares.
Stockholders will be required to exchange their stock certificates for new
certificates representing the shares of common stock after giving effect to the
reverse stock-split with our Transfer Agent. Stockholders will not be required
to pay a transfer or other fee in connection with the exchange of certificates.
Procedure for Implementing the Reverse Stock-Split
In connection with the reverse stock-split, one hundred shares of pre-split
outstanding Tillman common stock will be exchanged for one share of common
stock. Post-split shares of our common stock may be obtained by surrendering
certificates representing shares of pre-split common stock to our Transfer
Agent. To determine the number of shares of our common stock issuable to any
record holder, the total number of shares represented by all of the certificates
issued in the name of that record holder held in each account as set forth on
the records of the Transfer Agent on the date upon which the split becomes
effective will be divided by 100.
We will not issue any certificates representing fractional shares of Tillman
common stock in the transaction, while retaining the current par value of
$0.001. Any resulting fractional shares shall be rounded up to the nearest whole
number. Upon surrender to the Transfer Agent of the share certificate(s)
representing shares of pre-split common stock, the holder will receive a share
certificate representing the appropriate number of shares of our common stock.
Federal Income Tax Consequences
The following discussion generally describes certain federal income tax
consequences of the reverse stock-split to our stockholders. The following does
not address any foreign, state, local tax or alternative minimum income, or
other federal tax consequences of the proposed reverse stock-split. The actual
consequences for each stockholder will be governed by the specific facts and
circumstances pertaining to such stockholder's acquisition and ownership of the
common stock. Each stockholder should consult his or her accountants for more
information in this regard.
We believe that the reverse stock-split will qualify as a "recapitalization"
under Section 368(a)(1)(E) of the Code or as a stock-for-stock exchange under
Section 1036(a) of the Code. As a result, no gain or loss should be recognized
by Tillman or its stockholders in connection with the reverse stock-split. A
stockholder's aggregate tax basis in his or her shares of post- reverse
stock-split common stock received from Tillman will be the same as his or her
aggregate tax basis in the pre- reverse stock-split common stock exchanged
therefor. The holding period of the post- reverse stock-split common stock
surrendered in exchange therefor will include the period for which the shares of
pre-reverse stock-split common stock were held, provided all such common stock
was held as a capital asset on the date of the exchange.
This summary is provided for general information only and does not purport to
address all aspects of the possible federal income tax consequences of the
reverse stock-split and is not intended as tax advice to any person. In
particular, and without limiting the foregoing, this summary does not consider
the federal income tax consequences to stockholders of Tillman in light of their
individual investment circumstances or to holders subject to special treatment
under the federal income tax laws (such as life insurance companies, regulated
investment companies and foreign taxpayers).
No ruling from the Internal Revenue Service or opinion of counsel has been or
will be obtained regarding the federal income tax consequences to the
stockholders of the Company as a result of the reverse stock-split. Accordingly,
each stockholder is encouraged to consult his or her tax advisor regarding the
specific tax consequences of the proposed transaction to such stockholder,
including the application and effect of state, local and foreign income and
other tax laws.
Neither Utah law nor our Articles of Incorporation or bylaws provide our
stockholders with dissenters' rights in connection with the reverse stock-split
or the amendment to our articles of incorporation. This means that no
stockholder is entitled to receive any cash or other payment as a result of, or
in connection with the reverse stock-split or the amendment to our articles of
incorporation, even if a stockholder has not been given an opportunity to vote
with respect thereto.