SCHEDULE 14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X]
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Preliminary Information Statement
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Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)2))
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Definitive Information Statement
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TRANSAKT LTD.
(Name of Registrant
as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X]
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No fee required
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Fee computed on table below per Exchange Act Rules
14c-5(g) and 0-11
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1.
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Title of each class of securities to which transaction
applies:
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Aggregate number of securities to which transaction
applies:
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3.
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Per unit price or other underlying value of transaction,
computed pursuant to Exchange Act Rule O- 11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
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4.
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Proposed maximum aggregate value of transaction:
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5.
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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 O-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.
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Amount Previously Paid:
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2.
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Form Schedule or Registration Statement No.:
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3.
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Filing Party:
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4.
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Date Filed:
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- 2 -
SCHEDULE 14C INFORMATION STATEMENT
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Pursuant to Regulation 14C of the Securities Exchange
Act of 1934 as amended
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TRANSAKT LTD.
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No.3, Lane 141, Sec. 3, Beishen Rd., Shenkeng
Township,
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Taipei County 222, Taiwan (R.O.C.)
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WE ARE NOT ASKING YOU FOR A PROXY AND
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YOU ARE REQUESTED NOT TO SEND US A PROXY
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This Information Statement is furnished by the Board of
Directors of TransAKT Ltd., a Nevada corporation, to the holders of record at
the close of business on the record date, March 27, 2012 of our corporation's
outstanding common stock, $0.001 par value per share, pursuant to Rule 14c-2
promulgated under the Securities Exchange Act of 1934, as amended. This
Information Statement is being furnished to such stockholders for the purpose of
informing the stockholders in regards to:
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an amendment to our Articles of Incorporation to increase the authorized
capital from 300,000,000 shares of common stock, par value $0.001 and
200,000,000 shares of preferred stock, par value $0.001 to 700,000,000 shares
of common stock, par value $0.001 and 200,000,000 shares of preferred stock,
par value of $0.001 per share (the Amendment).
Our Board of Directors approved the Amendment to our authorized
share capital for the increase in our authorized share capital in order to
enhance our corporation's ability to attract future financing to develop and
operate our business.
Our Board of Directors unanimously approved the Amendment to
our Articles of Incorporation on February 29, 2012.
Subsequent to our Board of Directors' approval of the
Amendment, the holders of the majority of the outstanding common shares of our
corporation gave us their written consent to the Amendment to our Articles of
Incorporation on February 29, 2012. Therefore, following the expiration of the
twenty-day (20) period mandated by Rule 14c and the provisions of Chapter 78 of
the Nevada Revised Statutes, our corporation will file Articles of Amendment to
amend our Articles of Incorporation to give effect to the Amendment. We will not
file the Articles of Amendment to our Articles of Incorporation until at least
twenty (20) days after the filing and mailing of this Information Statement.
The proposed Articles of Amendment to our Articles of
Incorporation are attached hereto as Schedule A. The Articles of Amendment will
become effective when they are filed with the Nevada Secretary of State. We
anticipate that such filing will occur twenty (20) days after this Information
Statement is first mailed to our shareholders.
The entire cost of furnishing this Information Statement will
be borne by our corporation. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information
Statement to the beneficial owners of our common stock held of record by
them.
Our Board of Directors have fixed the close of business on
March 27, 2012 as the record date for the determination of shareholders who are
entitled to receive this Information Statement. There were 195,339,005 shares of
our common stock issued and outstanding on March 8, 2012. We anticipate that
this Information Statement will be mailed on or about March 28,
2012 to all shareholders of record as of the record date.
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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 TO OUR ARTICLES OF INCORPORATION.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
PLEASE NOTE THAT THIS IS NOT AN OFFER TO PURCHASE YOUR
SHARES.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS
TO BE ACTED
UPON
Except as disclosed elsewhere in this Information Statement,
since January 1, 2011, being the commencement of our last completed financial
year, none of the following persons has any substantial interest, direct or
indirect, by security holdings or otherwise in any matter to be acted upon:
1.
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any director or officer of our corporation;
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2.
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any proposed nominee for election as a director of our
corporation; and
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3.
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any associate or affiliate of any of the foregoing
persons.
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The shareholdings of our directors and officers are listed
below in the section entitled "Principal Shareholders and Security Ownership of
Management". To our knowledge, no director has advised that he intends to oppose
the Amendment to our authorized capital or to the Sale, as more particularly
described herein.
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF
MANAGEMENT
As of March 8, 2012, we had a total of 195,339,005 shares of
common stock ($0.001 par value per share) issued and outstanding and no shares
of preferred stock issued and outstanding.
The following table sets forth, as of March 8, 2012, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive officers. Each person
has sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.
Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial
Ownership
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Percentage
of
Class
(1)
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James Wu
No. 3, Lane 141, SEC. 3,
Beishen Rd.,
Shenkeng TWP
Taipei Country, Taiwan 222 ROC
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5,000,000
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2.56%
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Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial
Ownership
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Percentage
of
Class
(1)
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Cheng Chun-Chih
No. 3, Lane 141, SEC. 3,
Beishen
Rd., Shenkeng TWP
Taipei Country, Taiwan 222 ROC
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5,000,000
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2.56
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Dr. Shiau Tzong-Huei
No. 3, Lane 141, SEC. 3,
Beishen Rd., Shenkeng TWP
Taipei Country, Taiwan 222 ROC
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1,000,000
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0.51
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Tseng Ming-Huang
No. 3, Lane 141, SEC. 3,
Beishen
Rd., Shenkeng TWP
Taipei Country, Taiwan 222 ROC
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100,000
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0.05
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Directors and Executive Officers as a Group
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11,100,000
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5.68
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Ceramicro Technology Corp.
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35,000,000
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17.92
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(1)
Based on 195,339,005 shares of common stock
issued and outstanding as of March 8, 2012. Beneficial ownership is determined
in accordance with the rules of the SEC and generally includes voting and
investment power with respect to securities. Except as otherwise indicated, we
believe that the beneficial owners of the common stock listed above, based on
information furnished by such owners, have sole investment and voting power with
respect to such shares, subject to community property laws where applicable.
AMENDMENT TO OUR CORPORATION'S ARTICLES
Our Amended Articles of Incorporation (the "Articles")
currently authorize the issuance of 300,000,000 shares of common stock, $0.001
par value, and 200,000,000 shares of preferred stock, par value $0.001. On
February 29, 2012 our board of directors approved, subject to receiving the
approval of a majority of the shareholders of our common stock, an amendment to
our Articles to increase our authorized shares of common stock to 700,000,000
shares.
The general purpose and effect of the amendment to our
corporation's Articles is to increase our authorized share capital which will
enhance our corporation's ability to finance the development and operation of
our business.
Our board of directors approved the amendment to our
corporation's Articles to increase our authorized share capital so that such
shares will be available for issuance for general corporate purposes, including
financing activities, without the requirement of further action by our
shareholders. Potential uses of the additional authorized shares and that of our
preferred shares may include public or private offerings, conversions of
convertible securities, issuance of options pursuant to employee benefit plans,
acquisition transactions and other general corporate purposes. Increasing the
authorized number of shares of our common stock will give us greater flexibility
and will allow us to issue such shares in most cases without the expense of
delay of seeking shareholder approval. Our company is at all times investigating
additional sources of financing which our board of directors believes will be in
our best interests and in the best interests of our shareholders. We do not
currently have any agreements for any transaction that would require the
issuance of additional shares of common stock. Our common shares carry no
preemptive rights to purchase additional shares. The adoption of the amendment
to our Articles of Incorporation will not of itself cause any changes in our
capital accounts.
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The amendment to our corporation's Articles to increase our
authorized share capital will not have any immediate effect on the rights of
existing shareholders. However, our board of directors will have the authority
to issue authorized common stock and preferred shares without requiring future
shareholders approval of such issuances, except as may be required by applicable
law or exchange regulations. To the extent that additional authorized common
shares are issued in the future, they will decrease the existing shareholders'
percentage equity ownership and, depending upon the price at which they are
issued, could be dilutive to the existing shareholders.
The increase in the authorized number of shares of our common
stock and the subsequent issuance of such shares could have the effect of
delaying or preventing a change in control of our company without further action
by the shareholders. Shares of authorized and unissued common stock could be
issued (within limits imposed by applicable law) in one or more transactions.
Any such issuance of additional stock could have the effect of diluting the
earnings per share and book value per share of outstanding shares of common
stock, and such additional shares could be used to dilute the stock ownership or
voting rights of a person seeking to obtain control of our company.
Our board of directors may authorize and issue classes of
preferred shares that have rights that are preferential to our common stock.
Such rights may include:
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the payment of dividends in preference and priority to any dividends on our
common stock;
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preference to any distributions upon any liquidation, dissolution or
winding up of our company;
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voting rights that may rank equally to, or in priority over, our common
stock;
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mandatory redemption by the company in certain circumstances, for amounts
that may exceed the purchase price of the Preferred shares;
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conversion provisions for the conversion of the Preferred shares into
common stock;
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pre-emptive or first refusal rights in regards to future issuances of
common stock or Preferred shares by the company; or
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rights that restrict our company from undertaking certain corporate actions
without the approval of the holders of the Preferred shares.
We do not have any provisions in our Articles, by laws, or
employment or credit agreements to which we are party that have anti-takeover
consequences. We do not currently have any plans to adopt anti-takeover
provisions or enter into any arrangements or understandings that would have
anti-takeover consequences. In certain circumstances, our management may issue
additional shares to resist a third party takeover transaction, even if done at
an above market premium and favoured by a majority of independent
shareholders.
Shareholder approval for the Amendment to our Articles was
obtained by written consent of 11 shareholders owning 98,785,884 shares of our
common stock, which represented 50.57% on February 29, 2012. The increase in our
authorized capital will not become effective until not less than twenty (20)
days after this Information Statement is first mailed to shareholders of our
common stock and until the appropriate filings have been made with the Nevada
Secretary of State.
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DISSENTERS RIGHTS
Under Nevada law, shareholders of our common stock are not
entitled to dissenter's rights of appraisal with respect to our proposed
Amendment to our Articles of Incorporation.
Signature
Pursuant to the requirements of the Securities Exchange Act of
1934, TransAKT Ltd. has duly caused this report to be signed by the undersigned
hereunto authorized.
March 9, 2012
TRANSAKT LTD.
By: /s/ James Wu
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James Wu
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President and Director
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SCHEDULE A
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ROSS MILLER
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Secretary of State
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204 North Carson Street, Ste 1
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Carson City, Nevada 89701-4299
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(775) 684 5708
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Website: www.nvsos.gov
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Certificate of Amendment
(PURSUANT TO NRS
78.385 AND 78.390)
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USE BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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Certificate of Amendment to Articles of
Incorporation
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For Nevada Profit Corporations
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(Pursuant to NRS 78.385 and 78.390 - After Issuance of
Stock)
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1. Name of corporation:
TransAKT Ltd.
2. The articles have been amended as follows: (provide article
numbers, if available)
The Capital Stock shall consist of 700,000,000 shares of common
stock, $0.001 par value, all of which stock shall be entitled to voting power,
and 200,000,000 shares of preferred stock, $0.001 par value. To the fullest
extent permitted by the laws of the State of Nevada (currently set forth in NRS
78.195 and 78.1955), as the same now exists or may hereafter be amended or
supplemented, the Board of Directors may fix and determine the designations,
rights, preferences or other variations of each class or series within each
class of capital stock of the Corporation. The Corporation may issue the shares
of stock for such consideration as may be fixed by the Board of Directors.
3. The vote by which the stockholders holding shares in the
corporation entitling them to exercise a least a majority of the voting power,
or such greater proportion of the voting power as may be required in the case of
a vote by classes or series, or as may be required
b
y
t
he
provisions
of
the
articles
of
incorporation*
have voted in favor of the amendment is:
50.57%
4. Effective date of filing:
(optional)
(must not be later than 90 days after the certificate is filed)
5. Signature: (required)
*If any proposed amendment would alter or change any preference
or any relative or other right given to any class or series of outstanding
shares, then the amendment must be approved by the vote, in addition to the
affirmative vote otherwise required, of the holders of shares representing a
majority of the voting power of each class or series affected by the amendment
regardless to limitations or restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above
information and submit with the proper fees may cause this filing to be
rejected.
This form must be accompanied by appropriate fees.
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Nevada Secretary of State Amend Profit-After
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