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
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[_] Confidential, For Use of the
Commission only
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(as permitted by Rule 14c-5(d)(2))
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[_] Definitive Information Statement
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CHINA INFORMATION SECURITY TECHNOLOGY, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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.
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(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date filed:
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CHINA INFORMATION SECURITY TECHNOLOGY, INC.
21
st
Floor, Everbright Bank Building
Zhuzilin, Futian District Shenzhen,
Guangdong, 518040 People's Republic of China
(+86) 755-8370-8333
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is first being mailed on or about June 9, 2010 to the holders of record of the outstanding common stock, $0.01 par value per share (the
Common Stock
) of China Information Security Technology,
Inc., a Nevada corporation (the
Company
), as of the close of business on May 28, 2010 (the
Record Date
), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended
(the
Exchange Act
). This Information Statement relates to a written consent in lieu of a meeting, dated May 28, 2010, (the
Written Consent
) of a stockholder of the Company owning at least a
majority of the outstanding shares of Common Stock of the Company as of the Record Date (the
Majority Stockholder
). Except as otherwise indicated by the context, references in this Information Statement to
Company, we, us, or our are references to China Information Security Technology, Inc.
The Written Consent authorized and approved a Certificate of Amendment of our Certificate of Incorporation (the
Certificate of Amendment
) to change our name to China Information Technology, Inc. A copy of the
Certificate of Amendment is attached to this Information Statement as
Appendix A
.
The Written Consent constitutes the consent of a majority of the total number of shares of outstanding Common Stock and is sufficient under the Nevada Revised Statutes (NRS) and our Bylaws to approve the Certificate of Amendment.
Accordingly, the Certificate of Amendment is not presently being submitted to our other stockholders for a vote. The action by Written Consent will become effective when the Company files the Certificate of Amendment with the Nevada Secretary of
State.
PLEASE NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING
STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(C) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
By Order of the Board of Directors,
/s/ Jiang Huai Lin
Jiang Huai Lin
Chief Executive Officer
GENERAL INFORMATION
This Information Statement is being first mailed on or about June 9, 2010, to stockholders of the Company by the Board of Directors to provide material information regarding corporate actions that have been approved by the Written Consent of the
Majority Stockholder.
Only one copy of this Information Statement is being delivered to two or more stockholders who share an address unless we have received contrary instruction from one or more of such stockholders. We will promptly deliver, upon written or oral
request, a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the document was delivered. If you would like to request additional copies of the Information Statement, or if in the future you
would like to receive multiple copies of information statements or proxy statements, or annual reports, or, if you are currently receiving multiple copies of these documents and would, in the future, like to receive only a single copy, please so
instruct us by writing to the corporate secretary at the Companys executive offices at the address specified above.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENT OF OUR CERTIFICATE OF INCORPORATION.
The entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the
Common Stock held of record by them.
AUTHORIZATION BY THE BOARD OF DIRECTORS
AND THE MAJORITY STOCKHOLDER
Under the NRS and the Companys Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less
than the minimum number of votes that will be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted consent to such action in writing. The approval of the Certificate of
Amendment requires the affirmative vote or written consent of a majority of the issued and outstanding shares of Common Stock. Each Stockholder is entitled to one vote per share of Common Stock held of record on any matter which may properly come
before the stockholders.
On the Record Date, the Company had 51,805,787 shares of Common Stock issued and outstanding with the holders thereof being entitled to cast one vote per share.
On May 28, 2010, our Board of Directors unanimously adopted resolutions approving the Certificate of Amendment and recommended that our stockholders approve the Certificate of Amendment as set forth in
Appendix A
. In connection with the
adoption of these resolutions, our Board of Directors elected to seek the written consent of the holders of a majority of our outstanding shares in order to reduce associated costs and implement the proposals in a timely manner.
Our Board of Directors has determined that the change of our name to China Information Technology, Inc. is in the best interest of our stockholders as it more accurately reflects our marketing and branding strategy for the Company and
its products.
CONSENTING STOCKHOLDERS
On May 28, 2010, the following stockholders (the Majority Stockholders), being the record holder of 27,050,889 shares of our Common Stock, constituting approximately 52.22% of the issued and outstanding shares of our Common Stock,
consented in writing to the Certificate of Amendment:
-2-
Name of
Beneficial Owner
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Office, If Any
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Title of Class
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Amount of
Beneficial
Ownership
|
Percent of
Class
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Jiang Huai Lin
|
President, CEO and Chairman
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Common Stock,
$0.01 par value
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20,170,080
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38.93%
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Cheng Dong Huang
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Common Stock,
$0.01 par value
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1,782,301
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3.44%
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Shan Huang
|
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Common Stock,
$0.01 par value
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568,611
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1.10%
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Su Wen Hu
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Common Stock,
$0.01 par value
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275,482
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0.53%
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Dong Wei Gao
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Common Stock,
$0.01 par value
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563,333
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1.09%
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Dan Feng Qi
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Common Stock,
$0.01 par value
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357,164
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0.69%
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Wide Peace International Investment
Ltd.
(3)
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Common Stock,
$0.01 par value
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177,582
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0.34%
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Pu Zha
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Common Stock,
$0.01 par value
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192,837
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0.37%
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Bocom Ventures Inc.
(4)
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Common Stock,
$0.01 par value
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380,000
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0.73%
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Straus Partners, L.P.
(5)
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Common Stock,
$0.01 par value
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513,700
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0.99%
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Straus-GEPT Partners, L.P.
(5)
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Common Stock,
$0.01 par value
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176,300
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0.34%
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Pinpoint China Fund
(6)
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Common Stock,
$0.01 par value
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1,027,061
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1.98%
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Pinpoint Opportunity Fund
(6)
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Common Stock,
$0.01 par value
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866,438
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1.67%
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TOTAL
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27,050,889
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52.22%
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(1)
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Beneficial Ownership is determined in accordance with the
rules of the SEC and generally includes voting or investment power with
respect to securities. Each of the beneficial owners listed above has
direct ownership of and sole voting power and investment power with
respect to the shares of our common stock.
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(2)
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As of March 13, 2009, a total of 51,805,787 shares of our
common stock are considered to be outstanding pursuant to SEC Rule
13d-3(d)(1). For each Beneficial Owner above, any options exercisable
within 60 days have been included in the denominator.
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(3)
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Luo Xiao Yun has dispositive control over the shares held
by Wide Peace International Investment Ltd.
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(4)
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Zhang Tao has dispositive control over the shares held by
Bocom Ventures Inc.
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(5)
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Melville Straus has voting and investment power over
securities held by Straus Partners, L.P. and Straus-GEPT Partners,
L.P.
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(6)
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Yong Huang has dispositive control over the shares held
by Pinpoint China Fund and Pinpoint Opportunity
Fund
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Accordingly, we have obtained all necessary corporate approvals
in connection with the Certificate of Amendment. We are not seeking written
consent from any other stockholder, and the other stockholders will not be given
an opportunity to vote with respect to the actions described in this Information
Statement. All necessary corporate approvals have been obtained. This
Information Statement is furnished solely for the purposes of advising
stockholders of the action taken by written consent and giving stockholders
notice of such actions taken as required by the Exchange Act.
As the action taken by the Majority Stockholder was by written
consent, there will be no security holders meeting and representatives of the
principal accountants for the current year and for the most recently completed
fiscal year will not have the opportunity to make a statement if they desire to
do so and will not be available to respond to appropriate questions from our
stockholders.
-3-
We will, when permissible following the expiration of the
20-day period mandated by Rule 14c of the Exchange Act and the provisions of the
NRS, file the Certificate of Amendment with the Nevada Secretary of States
Office. The Certificate of Amendment will become effective upon such filing and
we anticipate that such filing will occur approximately 20 days after this
Information Statement is first mailed to our stockholders.
DESCRIPTION OF THE COMPANYS CAPITAL STOCK
Our authorized capital currently consists of 200,000,000 shares
of Common Stock, $0.01 par value per share (the
Common Stock
).
Each share of Common Stock entitles its record holder to one (1) vote per share.
Holders of our Common Stock do not have cumulative voting, conversion,
redemption rights or preemptive rights to acquire additional shares. The Board
of Directors is authorized, subject to limits imposed by relevant Nevada laws,
to issue shares of Preferred Stock in one or more classes or series within a
class upon authority of the Board of Directors without further stockholder
approval. Any Preferred Stock issued in the future may rank senior to the Common
Stock with respect to the payment of dividends or amounts upon liquidation,
dissolution or winding up of the Company, or both. In addition, any such shares
of Preferred Stock may have class or series voting rights.
At the close of business on the Record Date, we had 51,805,787
shares of Common Stock issued and outstanding and no shares of Preferred Stock
issued and outstanding.
AMENDMENT OF OUR CERTIFICATE OF INCORPORATION
Our current Certificate of Incorporation states that the name
of the Company is China Information Security Technology, Inc. On May 28, 2010,
our Board of Directors unanimously approved, subject to receiving the approval
of the holders of a majority of our outstanding capital stock, an amendment to
our Certificate of Incorporation to change our name to China Information
Technology, Inc. The Majority Stockholder approved the Certificate of Amendment
pursuant to a Written Consent dated as of May 28, 2010. The proposed Certificate
of Amendment is attached hereto as
Appendix A
.
The Certificate of Amendment effecting the name change will
become effective following filing with the Secretary of State of the State of
Nevada, which will occur promptly following the 20th day after the mailing of
this Information Statement to our stockholders as of the Record Date.
The principal reason for our name change is to more accurately
reflect our new business operations.
DISSENTERS RIGHTS
Under Nevada law, holders of our Common Stock are not entitled
to dissenters rights of appraisal with respect to the proposed amendment to our
Certificate of Incorporation and the adoption of the Certificate of Amendment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information regarding beneficial
ownership of our voting stock as of May 28, 2010 (i) each director and executive
officer, (ii) each person known by us to be the beneficial owner of five percent
or more of the outstanding shares of common stock, and (iii) all directors and
executive officers as a group. Unless otherwise indicated, the person or entity
listed in the table is the beneficial owner of, and has sole voting and
investment power with respect to, the shares indicated. Unless otherwise
specified, the address of each of the persons set forth below is in care of
China Information Security Technology, Inc., 21
st
Floor, Everbright
Bank Building, Zhuzilin, Shenzhen, China 518040.
-4-
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Name & Address of
Beneficial
Owner
|
Office, If Any
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Title of Class
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Amount and
Nature
of
Beneficial
Ownership(1)
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Percent of
Class(2)
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Officers and
Directors
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Jiang Huai Lin
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President, CEO and Chairman
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Common Stock,
$0.01 par value
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20,170,080
(3)
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38.93%
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Jackie You Kazmerzak
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Chief Financial Officer
|
Common Stock,
$0.01 par value
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20,000
|
*
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Zhi Xiong Huang
|
Chief Technology
Officer
|
Common Stock,
$0.01 par value
|
10,000
|
*
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Yi Fu Liu
|
Chief Operating Officer
|
Common Stock,
$0.01 par value
|
25,000
|
*
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Zhi Qiang Zhao
|
Director and
Chief Administrative Officer
|
Common Stock,
$0.01 par value
|
25,000
|
*
|
Yun Sen Huang
|
Director
|
Common Stock,
$0.01 par value
|
0
|
*
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Qiang Lin
|
Director
|
Common Stock,
$0.01 par value
|
0
|
*
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Remington Hu
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Director
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Common Stock,
$0.01 par value
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0
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*
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All officers and
directors as a group (8
persons named above)
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Common
Stock,
$0.01 par value
|
20,250,080
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39.09%
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5% Security Holders
|
Jiang Huai Lin
|
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Common Stock,
$0.01 par value
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20,170,080
(3)
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38.93%
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Edward C. Johnson 3d
(4)
82 Devonshire Street,
Boston,
Massachusetts
02109
|
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Common Stock,
$0.01 par value
|
2,657,450
(4)
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5.12%
|
Philip J.
Hempleman
(5)
262 Harbor Drive,
Stamford, Connecticut
06902
|
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Common Stock,
$0.01 par value
|
3,106,250
(5)
|
5.99%
|
Adam
Benowitz
(6)
20 West 55th Street,
5th Fl. New York,
New York
10019
|
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Common Stock,
$0.01 par value
|
3,474,069
(6)
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6.70%
|
________________
*Less than 1%
(1)
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Beneficial Ownership is determined in accordance with the
rules of the SEC and generally includes voting or investment power with
respect to securities. Each of the beneficial owners listed above has
direct ownership of and sole voting power and investment power with
respect to the shares of our common stock.
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(2)
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As of March 2, 2009, a total of 51,805,787 shares of our
common stock are considered to be outstanding pursuant to SEC Rule
13d-3(d)(1). For each Beneficial Owner above, any options exercisable
within 60 days have been included in the denominator.
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(3)
|
Includes 1,000,000 shares of our common stock held by Mr.
Lin indirectly through Total Devices Management
,
Ltd., an entity
that is wholly-owned by Mr. Lin.
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(4)
|
Includes 700,900 shares of our common stock held by
Fidelity Management & Research Company, 58, 260 shares held by Pyramis
Global Advisors, LLC, and 1,898,290 shares of our common stock held by
Pyramis Global Advisors Trust Company. Edward C. Johnson 3d, the chairman
of FMR LLC, the manager of each of Fidelity Management & Research
Company, Pyramis Global Advisors, LLC, and Pyramis Global Advisors Trust
Company, exercises investment discretion and control over the shares held
by each of them, and may be deemed to be the beneficial owner
thereof.
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(5)
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Includes1,188,850 shares of our common stock held by
Ardsley Partners Fund II, L.P., 925,350 shares held by Ardsley Partners
Institutional Fund, L.P., 229,100 shares held by Ardsley Offshore Fund,
Ltd., and 762,950 shares owned by certain accounts managed by Philip J.
Hempleman. Mr. Hempleman exercises investment discretion and control over
the shares managed by him as well as those held by each of Ardsley
Partners Fund II, L.P., Ardsley Partners Institutional Fund, L.P., and
Ardsley Offshore Fund, Ltd. and may be deemed to be the beneficial owner
thereof. Mr. Hempleman hereby disclaims beneficial ownership of the
shares of common stock held by Ardsley Partners Fund II, L.P.,
Ardsley Partners Institutional Fund, L.P., and Ardsley Offshore Fund, Ltd.
to the extent of his direct or indirect pecuniary interest
therein.
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-5-
(6)
|
Includes 1,400,000 shares of our common stock held by
Vision Opportunity Master Fund, Ltd., a Cayman Islands company and
2,074,069 shares of our common stock held by Vision Opportunity China LP,
a limited partnership organized under the laws of Guernsey. Mr. Benowitz
exercises investment discretion and control over these shares and may be
deemed to be the beneficial owner thereof.
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Changes in Control
There are currently no arrangements which may result in a
change in control of the Company.
Securities Authorized for Issuances under Equity
Compensation Plans
Plan category
|
Number of
s
ecurities to be
issued upon exercise
of outstanding
options, warrants
and rights
(a)
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Weighted-average
exercise price
of
outstanding options,
warrants and rights
(b)
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Number of securities
remaining
available for
future issuance under
equity compensation
plans (excluding
securities
reflected in column (a))
(c)
|
Equity compensation plans approved by security
holders
(1)
|
8,000,000
(1)
|
$ 4.30
|
7,470,000
(2)
|
Equity compensation plans not approved by security holders
|
-
|
-
|
-
|
Total
|
8,000,000
|
|
7,470,000
|
___________
(1)
On June 13, 2007, our Board of Directors
authorized the establishment of the China Information Security Technology, Inc.
Equity Incentive Plan, or Plan, whereby we are authorized to issue shares of our
common stock to certain employees, consultants and directors. At that time we
reserved 8,000,000 shares of our common stock for issuance under the Plan.
(2)
On November 27, 2007, we issued 70,000 shares of
common stock to our senior management and an outside consultant as bonus awards
and we included stock-based compensation of $609,000 in our administrative
expenses for the year ended December 31, 2007. On November 30, 2007, our Board
of Directors authorized the grant of options to certain employees to purchase
490,000 shares of our common stock, par value $0.01, subject to ratification of
the Plan by our stockholders. The options had an exercise price of $9.48 per
share, were to vest on December 5, 2008 and to expire on December 5, 2011. The
respective stock-based compensation, amounting to $68,891 was charged into
administrative expenses in the Consolidated Statements of Income and
Comprehensive Income. On March 3, 2008, our Board of Directors voided and
canceled the grant of the stock options to the employees, and on March 20, 2008
approved the grant of 400,000 shares stock awards to them at price of $4.30 per
share. These newly granted shares have been vested quarterly at 1/4 over a
one-year period following the grant. Since the cancellation and grant of the
replacement award occurred concurrently, they will be treated as a modification
of the terms of the cancelled award. On February 2, 2009, the Company granted
eligible employees a total of 60,000 shares of the Companys common stock as
compensation under the Plan. On January 12, 2010, the Company granted eligible
employees a total of 213,363 shares of the Companys common stock as
compensation under the Plan. The related expenses of $1,270,000 are included in
our administrative expenses for the year ended December 31, 2009.
CHANGES TO OUR BUSINESS AND CHANGE OF CONTROL
We were originally organized under the laws of the State of
Florida, on September 19, 1979, under the name Mark Thomas Publishing Inc. and
on April 29, 2003 we changed our name to Irish Mag, Inc. From our inception
through October 8, 2006, we provided consulting services in the offset printing
industry, targeting individual retail consumers as well as small to mid-size
companies. However, as a result of the transactions discussed below, we are now
a provider of integrated solutions for the public security sector in China,
specializing in providing public security information communication applications
and Geographic Information Systems or GIS software services. On January 26,
2007, we changed our name to China Public Security Technology, Inc. to more
accurately reflect our new business and commercial objectives, however, on April
2, 2008, we entered into an Agreement and Plan of Merger with China Information
Security Technology, Inc., or CIST, a Nevada corporation and our wholly-owned
subsidiary. Pursuant to the merger agreement, we agreed to merge with and into
CIST, with CIST being the surviving entity. The merger became effective on April
7, 2008. As a result, our name is now China Information Security Technology,
Inc., a Nevada corporation
-6-
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. The periodic reports and other information we have filed with the SEC, may be inspected and copied at the SECs Public Reference Room at 100 F
Street, N.E., Washington DC 20549. You may obtain information as to the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site that contains reports, proxy statements and other information
about issuers, like the Company, who file electronically with the SEC. The address of that site is www.sec.gov. Copies of these documents may also be obtained by writing our secretary at the address specified above.
* * *
-7-
APPENDIX A
Certificate of Amendment
China Information Security Technology, Inc. (MM) (NASDAQ:CPBY)
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