DEF 14C 1 salestactix-def14c_71105.htm

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

 

Check the appropriate box:

 

/   /

Preliminary Information Statement 

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Confidential, For Use of the Commission only (as permitted by Rule 14c-5(d)(2))

/ X /

Definitive Information Statement 

 

 

SALESTACTIX, INC.

(Name of Registrant As Specified In Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

/X/

No fee required.

 

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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:

 

 

4)

Proposed maximum aggregate value of transaction:

 

 

5)

Total fee paid:

 

 

 

/    /

Fee paid previously with preliminary materials.

 

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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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SALESTACTIX, INC.

18101 Von Karman Avenue, Suite 330

Irvine, CA 92612

 

NOTICE OF WRITTEN CONSENT OF STOCKHOLDERS

 

August 1, 2005

 

To Stockholders of SALESTACTIX, INC.:

 

The attached Information Statement is being delivered by SALESTACTIX, INC. in connection with the approval by our stockholders of an amendment to our certificate of incorporation to change our corporate name to "Strativation, Inc." The Information Statement is first being mailed to stockholders on or about August 1, 2005. We anticipate that the amendment to our certificate of incorporation will become effective on or after August 22, 2005.

 

On July 11, 2005, our board of directors approved a resolution authorizing us to file the amendment to our certificate of incorporation with the Delaware Secretary of State. On July 11, 2005, the holders of a majority of the outstanding shares of our common stock entitled to vote thereon executed a written consent in accordance with Delaware law approving and adopting the amendment to our certificate of incorporation.

 

This letter and the accompanying Information Statement are being distributed to you, our stockholders, in accordance with the requirements of Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Information Statement describes in greater detail the proposed changes to our certificate of incorporation.

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

Thank you for your continued interest in and support of SALESTACTIX, Inc.

 

By Order of the Board of Directors

 

 

/s/ Scott Absher                                        

Scott W. Absher, President & Director

 

 

 

 

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SALESTACTIX, INC.

18101 Von Karman Avenue, Suite 330

Irvine, CA 92612

 

 

INFORMATION STATEMENT

WRITTEN CONSENT OF STOCKHOLDERS

 

WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE REQUESTED NOT TO SEND US A PROXY

 

This Information Statement is being mailed on or about August 1, 2005 to all stockholders of record of SALESTACTIX, INC., a Delaware corporation, as of the close of business on July 11, 2005. It is being furnished in connection with the adoption of an amendment to our certificate of incorporation by written consent of the holders of a majority of the outstanding shares of common stock. We anticipate that the amendment will become effective on or after August 22, 2005. A copy of the Amendment is attached to this document as Exhibit A.

 

On July 11, 2005, our board of directors adopted resolutions proposing and declaring advisable an amendment to our certificate of incorporation to give effect to a change of our name to "Strativation, Inc."

 

On July 11, 2005, the amendment was adopted by the written consent of holders of a majority of the issued and outstanding shares of our common stock entitled to vote thereon in accordance with Delaware law. Our board of directors decided to obtain the written consent of holders of a majority of the outstanding common stock entitled to vote on the amendment in order to eliminate the cost and delay involved in holding a special meeting of our stockholders and in order to amend our certificate of incorporation in a timely manner.

 

The record date for purposes of determining the stockholders entitled to vote and to whom this Information Statement is sent is July 11, 2005. As of the record date, we had approximately 6,835,980 shares of common stock issued and outstanding (post a 1 for 35 share reverse split completed on June 1, 2004) and entitled to vote on the amendment, with each share of common stock entitled to one vote. There are no shares of our preferred stock outstanding. The holders of 4,500,000 shares of the issued and outstanding common stock, representing approximately 65.8% of the votes entitled to be cast with regard to the amendment, approved the amendment by written consent.

 

Pursuant to regulations promulgated under the Securities Exchange Act of 1934, as amended, the amendment may not be effected until at least 20 calendar days after this Information Statement is sent or given to our stockholders. We anticipate that the amendment will become effective on or after August 22, 2005 upon filing with the Delaware Secretary of State.

 

 

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There will not be a meeting of stockholders and none is required under Delaware law because this action has been approved by written consent of the holders of a majority of the outstanding shares of our voting common stock. This Information Statement is being distributed in accordance with the requirements of Section 14(c) of the Exchange Act and with applicable Delaware law.

 

AMENDMENT TO THE CERTIFICATE OF INCORPORATION

NAME CHANGE TO STRATIVATION, INC.

 

Our board of directors and the stockholders holding a majority of the voting power of our common stock have approved the change of our corporate name from "SalesTactix, Inc.” to "Strativation, Inc.," by means of an amendment to our certificate of incorporation. The corporate name change will become effective upon the filing of an amendment to our certificate of incorporation with the Delaware Secretary of State, which is expected to occur as soon as reasonably practicable on or after the twentieth (20th) day following the mailing of this Information Statement to our stockholders.

 

Our board of directors believes that changing our corporate name is in the best interest of the corporation and our stockholders. We recently rescinded the acquisition of all of the outstanding capital stock of SalesWare, Inc., a Nevada corporation, and NBD Marketing, Inc., a California corporation, and, through an acquisition subsidiary, substantially all of the assets and liabilities of CRM SalesWare, Inc., a California corporation. The businesses of the foregoing companies, including ProspectWorks, a subsidiary of NBD Marketing, Inc., will represent our principal line of business. We believe that it is in the best interest of the company to change our corporate name to a name that is not identifiable with the companies related to the rescinded acquisitions.

 

The voting and other rights that accompany our securities will not be affected by the change in our corporate name. Stockholders may, but need not, exchange their certificates to reflect the change in corporate name. Your existing certificate will continue to represent shares of our common stock as if our name had not changed. Our transfer agent will issue stock certificates with our new name as stock certificates are sent in upon transfers of shares by our existing stockholders. Until you sell or otherwise transfer your shares of common stock, there is no need to send us or our transfer agent your existing stock certificates.

 

VOTE REQUIRED

 

The affirmative vote of the holders of a majority of the outstanding shares of common stock is required for approval of the amendment of the certificate of incorporation under Delaware law. We have obtained this approval through the written consent of stockholders owning a majority of the outstanding voting shares of our common stock. Therefore, a meeting to approve the name change and the amendment to the certificate of incorporation is unnecessary and will not take place for this purpose. A copy of the amendment is attached to this Information Statement as Exhibit A.

 

 

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ABSENCE OF DISSENTERS' RIGHTS

 

No dissenters' or appraisal rights are available to our stockholders under the laws of the State of Delaware in connection with the amendment.

 

OTHER INFORMATION REGARDING THE COMPANY SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

 

The following table sets forth the number of shares of the Company's Common Stock held by each person who is believed to be the beneficial owner of 5% or more of the approximately 6,835,980 shares of the Company's common stock outstanding at July 11, 2005, based on the Company's transfer agent's list, and the names and number of shares held by each of the Company's officers and directors and by all officers and directors as a group.

 

 

 

Title of

Class Common

 

 

Name and Address Of

Beneficial Owner

Amount and Nature of Beneficial Ownership

 

 

 

Percent of Class

 

 

 

 

Common

Scott W. Absher

2,250,000

32.9%

 

18101 Von Karman Avenue

 

 

 

Suite 330

 

 

 

Irvine, CA 92612

 

 

 

 

 

 

Common

George R. Lefevre

2,250,000

32.9%

 

18101 Von Karman Avenue

 

 

 

Suite 330

 

 

 

Irvine, CA 92612

 

 

 

Officers and Directors

 

 

 

 

Common

Scott W. Absher

2,250,000

32.9%

 

18101 Von Karman Avenue

 

 

 

Suite 330

 

 

 

Irvine, CA 92612

 

 

 

 

 

 

Common

George R. Lefevre

2,250,000

32.9%

 

18101 Von Karman Avenue

 

 

 

Suite 330

 

 

 

Irvine, CA 92612

 

 

 

 

 

 

All Officers, Directors, as a Group

4,500,000

65.8%

 

 

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INTEREST OF CERTAIN PERSONS IN OR IN OPPOSITION TO THE MATTERS TO BE ACTED UPON

 

No director, executive officer, associate of any officer or director or executive officer, or any other person has any interest, direct or indirect, by security holdings or otherwise, in the amendments to the Certificate of Incorporation referenced herein which is not shared by the majority of the stockholders.

 

OTHER MATTERS

 

The Board of Directors of the Company is not aware that any matter other than those described in this Information Statement is to be presented for the consent of the stockholders.

 

ADDITIONAL INFORMATION

 

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance with the requirements thereof, file reports, proxy statements and other information with the Securities and Exchange Commission ("SEC"). Copies of these reports, proxy statements and other information can be obtained at the SEC's public reference facilities at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549. Additionally, these filings may be viewed at the SEC's website at http://www.sec.gov.

 

DISTRIBUTION OF INFORMATION STATEMENT

 

The cost of distributing this Information Statement has been borne by us. The distribution will be made by mail.

 

 

 

 

 

 

[Signature Page Follows.]

 

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Pursuant to the requirements of the Exchange Act of 1934, as amended, the Registrant has duly caused this Information Statement to be signed on its behalf by the undersigned hereunto authorized.

 

By Order of the Board of Directors

 

 

/s/ Scott Absher                                       

Scott W. Absher, President & Director

 

August 1, 2005

Irvine, California

 

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EXHIBIT A

 

 

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

SALESTACTIX, INC.,

a Delaware corporation

 

It is hereby certified that:

 

1.

The name of the corporation (hereinafter called the “Corporation”) is SalesTactix, Inc.

 

2.

The Certificate of Incorporation of the Corporation is hereby amended as follows:

 

Article I. of the Certificate of Incorporation is hereby amended in its entirety to read as follows:

ARTICLE I.

“The name of this corporation is Strativation, Inc.”

3.          The foregoing amendment was adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its duly authorized officer, this 1st day of August, 2005.

 

 

_______________, President