SCHEDULE 14C INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
[X] Filed by the
Registrant [ ] Filed by a Party
other than the Registrant
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Information Statement
NUCOTEC, INC.
Commission File Number: 000-50146
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.
Title of each class of securities to which transaction
applies:____________________________________________ Aggregate number of
securities to which transaction
applies:_____________________________________________ 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): ___________________________________________________
Proposed maximum aggregate value of transaction:_________
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.
Amount Previously Paid:______________________________
Form, Schedule or Registration Statement No.:____________
Filing Party:________________________________________
Date Filed:_________________________________________
NUCOTEC, INC.
3841 AMADOR WAY
RENO, NEVADA 89502
NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF MAJORITY SHAREHOLDERS
DEAR SHAREHOLDERS:
We are writing to advise you that Nucotec, Inc. will change its name to
Tornado Gold International Corp. The name change was approved on May 12, 2004,
by unanimous approval of our Board of Directors. In addition, our officers and
directors who hold a majority of our issued and outstanding common stock,
approved the name change by written consent in lieu of a meeting on May 12,
2004, in accordance with the relevant sections of Nevada Revised Statutes. The
name change will not be effective until we amend our Articles of Incorporation
by filing a Certificate of Amendment to our Articles of Incorporation with the
Nevada Secretary of State. We intend to file the Certificate of Amendment twenty
days after this information statement is first mailed to our shareholders.
Our purpose in changing our name to Tornado Gold International Corp.
reflects the fact that we intend to change our business focus. We hope that this
action will increase our profitability and the total value of the corporation to
our investors.
No action is required by you. The accompanying information statement is
furnished only to inform our shareholders of the action described above before
it takes effect in accordance with Rule 14c-2 promulgated under the Securities
Act of 1934. This information statement is being mailed to you on or about
June 8, 2004.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
By order of the Board of Directors,
/s/ Earl Abbott
--------------------------------
Earl Abbott
PRESIDENT
Reno, Nevada
June 7, 2004
NUCOTEC, INC.
3841 AMADOR WAY
RENO, NEVADA 89502
INFORMATION STATEMENT REGARDING ACTION TAKEN
BY WRITTEN CONSENT OF MAJORITY OF SHAREHOLDERS
We are furnishing this shareholder information statement to you to provide you
with information and a description of an action taken by written consent of our
majority shareholder, on May 12, 2004, in accordance with the relevant Sections
of the Nevada Revised Statutes. This action was taken by Earl Abbott, who owns
in excess of the required majority of our outstanding common stock necessary for
the adoption of the action. Mr. Abbott is our secretary and one of our
directors.
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 June 8, 2004 to
shareholders of record on May 12, 2004. The information statement is being
delivered only to inform you of the corporate action described herein before it
takes effect in accordance with Rule 14c-2 promulgated under the Securities
Exchange Act of 1934.
GENERAL
On May 12, 2004, our Board of Directors unanimously approved, subject to
shareholder approval, an amendment to our Articles of Incorporation to change
our corporate name to "Tornado Gold International Corp." On May 12, 2004,
shareholders who own in excess of the required majority of our outstanding
common stock necessary for the adoption of the action, approved the name change
by action taken by written consent. These shareholders are also our officers and
directors. The full text of the proposed amendment to the Articles of
Incorporation is attached hereto as Exhibit A.
PURPOSE OF CHANGE IN NAME OF THE CORPORATION
Our Board of Directors believes it is desirable to change the name of the
Company to "Tornado Gold International Corp." Our purpose in changing our name
to Tornado Gold International Corp., reflecting the fact that we will undertake
a change in our business focus. We hope that our new business focus will
increase our profitability and the total value of the corporation to our
investors.
PROCEDURE FOR APPROVAL OF NAME CHANGE; VOTE REQUIRED
The Nevada Revised Statutes requires that, in order for us to amend our Articles
of Incorporation, such amendment must be approved by our Board of Directors and
approved by a majority of the outstanding shares entitled to vote. The Nevada
Revised Statutes also provides that any action which may be taken at a meeting
of the shareholders may be taken without a meeting and without prior notice, if
a consent in writing, setting forth the action so taken, shall be signed by the
holders of a majority of the outstanding shares entitled to vote.
On May 12, 2004, the record date for determination of the shareholders entitled
to receive this Information Statement, there were 6,600,000 shares of common
stock outstanding. The holders of common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of our shareholders. We
needed the affirmative vote of at least a majority of the outstanding shares of
our common stock to approve the name change. Our Board, by its unanimous written
consent, adopted resolutions approving an amendment to our Articles of
Incorporation to effect the name change. By action of written consent, dated May
12, 2004, our officers and directors who also own a majority of the shares of
the issued and outstanding shares of our common stock, or 63.6% of the issued
and outstanding shares of our common stock, approved the name change.
EFFECTIVE DATE OF AMENDMENT
The amendment to our Articles of Incorporation will become effective upon the
filing with the Nevada Secretary of State of the Certificate of Amendment to our
Articles of Incorporation, attached hereto as Exhibit A. We intend to file the
Certificate of Amendment twenty days after this Information Statement is first
mailed to shareholders.
EFFECT ON CERTIFICATES EVIDENCING SHARES OF NUCOTEC, INC. STOCK
The change in the name of Nucotec, Inc. will be reflected in its stock records
by book-entry in Nucotec, Inc.'s records. For those shareholders that hold
physical certificates, please do not destroy or send to Nucotec, Inc. your
common stock certificates. Those certificates will remain valid for the number
of shares shown thereon, and should be carefully preserved by you.
DISSENTER'S RIGHTS
The Nevada Revised Statutes do not provide for dissenters' right of appraisal in
connection with the name change.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise, in
the proposed name change, which is not shared by all other shareholders of
Nucotec, Inc.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of
the shares of our common stock as of May 12, 2004, except as noted in the
footnotes below, by:
o Each person who we know to be the beneficial owner of 5% or more of
our outstanding common stock;
o Each of our executive officers;
o Each of our directors; and
o All of our executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage of ownership of that person,
shares of common stock subject to options held by that person that are currently
exercisable or become exercisable within 60 days of May 12, 2004, are deemed
outstanding even if they have not actually been exercised. Those shares,
however, are not deemed outstanding for the purpose of computing the percentage
ownership of any other person. As of May 12, 2004, there were 6,600,000 shares
of our common stock were issued and outstanding. Unless otherwise indicated in
the table, the persons and entities named in the table have sole voting and sole
investment power with respect to the shares set forth opposite the shareholder's
name, subject to community property laws, where applicable. The address of each
shareholder is listed in the table
================= ================================== ====================================== ===================
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF BENEFICIAL OWNER PERCENT OF CLASS
OWNER
----------------- ---------------------------------- -------------------------------------- -------------------
Common Stock Earl W. Abbott President, Chief Financial Officer, 31.8%
3841 Amador Way Secretary, Director
Reno, Nevada 89502 2,100,000 shares(1)
----------------- ---------------------------------- -------------------------------------- -------------------
Common Stock Carl A. Pescio Director 15.9%
3841 Amador Way 1,050,000 shares(1)
Reno, Nevada 89502
----------------- ---------------------------------- -------------------------------------- -------------------
Common Stock Stanley B. Keith
3841 Amador Way Director
Reno, Nevada 89502 1,050,000 shares(1) 15.9%
----------------- ---------------------------------- -------------------------------------- -------------------
Common Stock All directors and named executive 4,200,000 shares(1) 63.6%
officers as a group
================= ================================== ====================================== ===================
EXHIBIT A
Certificate of Amendment
(Pursuant to NRS 78.385 and 78.390)
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
1. Name of corporation: Nucotec, Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
I. The name of this corporation is Tornado Gold International Corp.
3. The vote by which the stockholders holding such shares in the corporation
entitling them to exercise at 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 by the provisions of the * articles
of incorporation have voted in favor of the amendment is: 63.6%
4. Effective date of filing (optional):_________________________________________
(must not be later than 90 days after the certificate is filed)
5. Officer 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 of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.