UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the
Securities Exchange Act of 1934
Check
the
appropriate box:
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[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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ONSPAN
NETWORKING, INC.
(Name
of
Registrant As Specified In Charter)
Payment
of Filing Fee (Check the appropriate box):
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[
]
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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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| 2)
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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 0-11 (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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[
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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 number,
or the
Form of Schedule and the date of its
filing.
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Previously Paid:
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| 2) |
Form,
Schedule or Registration No.:
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ONSPAN
NETWORKING, INC.
4500
Cameron Valley Parkway
Suite
270
Charlotte,
North Carolina 28211
INFORMATION
STATEMENT
AND
NOTICE
OF SHAREHOLDER ACTIONS
Dear
Shareholders:
The
majority shareholders of OnSpan Networking, Inc. (ONSP), a Nevada corporation,
under applicable Nevada corporate law, determined by written consent to take
the
following corporate actions, effective on January 2, 2007:
| 1.
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To
amend the Articles of Incorporation to increase ONSP’s authorized common
stock, par value $.001, to 100,000,000 shares from 757,576
shares.
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| 2.
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To
amend the Articles of Incorporation to change the Company’s name to Double
Eagle Holdings, Ltd.
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The
majority shareholders own approximately 50.23% of the outstanding common stock.
The actions are expected to become effective on January 2, 2007 and are
described in greater detail in the Information Statement accompanying this
notice. We
are not asking you for a proxy, and you are requested not to send us a
proxy.
The
attached Information Statement is being circulated to provide you with notice
that stockholders holding a majority of the voting power of the Company’s common
stock have, by written consent, approved of the changes to the Articles of
Incorporation. No further vote or action by the Company’s stockholders is
required. Pursuant to Rule 14c-211 under the Securities Exchange Act of 1934,
as
amended, the amendments to the Certificate of Incorporation cannot become
effective until twenty (20) days after the date this Information Statement
is
mailed to the Company’s stockholders.
This
Notice and the attached Information Statement are being sent to you for
informational purposes only, and you are not being asked to take any action
with
respect to the amendments to the Articles of
Incorporation.
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December
_____, 2006
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By
Order of the Board of Directors
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/s/
Michael D.
Pruitt
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Chairman
and Chief Executive Officer
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ONSPAN
NETWORKING, INC.
4500
Cameron Valley Parkway
Suite
270
Charlotte,
North Carolina 28211
_________________________
Information
Statement Pursuant to Section 14C
of
the Securities Exchange Act of 1934
_________________________
This
information statement has been filed with the Securities and Exchange Commission
(“SEC”) and is provided by the Board of Directors of OnSpan Networking, Inc., a
Nevada corporation (the “Company”) to the holders of the Company’s outstanding
common shares, in connection with stockholder approval by written majority
consent authorizing amendments to the Company’s Articles of Incorporation as
follows:
| 1.
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To
amend the Certificate of Incorporation to increase the Company’s
authorized common stock, par value $.001, to 100,000,000 from 757,576
shares; and
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| 2.
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To
amend the Certificate of Incorporation to change the Company’s name to
Double Eagle Holdings, Ltd.
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All
of
the foregoing actions have been effected by written consents (the “Amendments”)
executed by the holders of an aggregate of 50.23% of the Company’s outstanding
Common Stock. In accordance with the regulations of the Securities and Exchange
Commission (the “Commission”), the Amendments will be effective 20 days
following the mailing of this information statement. It is expected that the
amendments to the Certificate of Incorporation will be filed on January 2,
2007.
As
stockholders of the Company holding 50.23% of the Company’s outstanding common
stock have already approved of the Amendments, the Company is not seeking
approval from any of the Company’s remaining stockholders, and the Company’s
remaining stockholders will not be given an opportunity to vote. All necessary
corporate approvals have been obtained, and this Information Statement is being
furnished solely for the purpose of providing advance notice to the Company’s
stockholders of the Name Change as required by the Securities Exchange Act
of
1934 (the “Exchange Act”.)
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY
INTRODUCTION
GENERAL
The
Company’s Board of Directors approved the Name Change effective November 24,
2006 and fixed November 25, 2006 (the “Record Date”) as the record date for
determining the stockholders entitled to give written consent to the Amendments.
Stockholders holding an aggregate of 61,154 shares of the Company’s outstanding
common stock as of the Record Date, being equal to 50.23% of the number of
shares then outstanding, have executed written consent resolutions approving
the
Amendments.
Pursuant
to Section 78.390 of the Nevada Revised Statutes (the “NRS”), the approval of a
majority of the Company’s voting power is required in order to effect the Name
Change. Section 78.320(2) of the NRS eliminates the need to hold a special
meeting of the Company’s stockholders to approve the Name Change by providing
that, unless the Company’s Articles of Incorporation or Bylaws state otherwise,
any action required or permitted to be taken at a meeting of the stockholders
may be taken without a meeting if, before or after the action, a written consent
is signed by stockholders holding at least a majority of the Company’s voting
power.
The
Company was incorporated under the laws of the State of Nevada on September
21,
1988. The Company’s principal historical business was software sales. In August
2002, the Company’s Board of Directors determined that its software business had
not provided adequate prospects for a reasonable return on the stockholders’
investments and, therefore, began to explore alternate lines of business. Since
2002, the Company has changed its business strategy and sought to develop a
subsidiary to focus in the home construction area. However,
in 2005, the home construction business was closed and since that time, the
Company has sought to acquire operating businesses.
To
date,
the Company has yet to locate a suitable acquisition candidate willing to be
acquired, but it has become apparent that the Company’s current capitalization
structure is inadequate to acquire any business with significant assets and/or
revenue.
INCREASE
IN AUTHORIZED COMMON STOCK
The
Board
of Directors and the holders of a majority of the Company’s outstanding Common
Stock have approved an amendment to the Company’s Certificate of Incorporation
to increase the number of authorized shares of the Company’s Common Stock to
100,000,000 shares, par value of $.001 per share (the “Stock Increase
Amendment”).
At
November 25, 2006, the authorized capital of the Company consisted of 757,576
shares of Common Stock, par value $.001 per share and 12,500 shares of Preferred
Stock, par value $.001 per share. As of that date, 121,749 shares of Common
Stock were outstanding and 2,713 shares of Preferred Stock were outstanding
(“Series A Preferred”). Therefore, before conversion of any Preferred Stock, the
Company will have issued or reserved for issuance a total of 121,749 shares
of
Common Stock currently authorized and issued.
After
the
Stock Increase Amendment is filed, the additional shares of Common Stock would
be issuable at any time and from time to time, by action of the Board of
Directors without further authorization form the Company’s stockholders, except
as otherwise required by applicable law or rules and regulations to which the
Company may be subject, to such persons and for such consideration (but not
less
than the par value thereof) as the Board of Directors determines.
After
taking into account the currently issued and reserved shares of Common Stock
discussed above but without taking into account shares to be issued on
conversion of the Convertible Preferred Stock, the Company would have only
635,827 shares of Common Stock authorized which are not issued or reserved
for
issuance. The Company’s Board of Directors believes that the authorization of
the additional shares of Common Stock is in the best interests of the Company
and its stockholders so that sufficient shares will be readily available for
use, if feasible, for acquisition, in raising additional capital, conversion
of
the outstanding Preferred Stock and for grants as incentives to employees,
officers, directors and consultants of the Company.
From
time
to time the Company may consider acquisitions or other transactions which may
require the issuance of shares of Common Stock or Preferred Stock. Other than
the Convertible Preferred Stock, the Company presently has no understandings
or
arrangements which would require the issuance of any of the additional shares
of
Common or Preferred Stock which are proposed to be authorized. Further, there
are no definitive agreements at this time respecting any merger or consolidation
with or acquisition of another business, or the sale or liquidation of the
Company or its business. However, management believes that the increase in
the
number of authorized shares of Common Stock is in the best interest of the
Company and its stockholders since additional shares of Common Stock will
provide the Company with the flexibility of having a broader choice in the
type
and number of equity securities available to it for the above and other
corporate purposes.
Due
to
the Board of Directors’ discretion in connection with the issuance of additional
shares of Common Stock to be issued in a private placement, it may, under
certain circumstances, possess timing and other advantages in responding to
a
tender offer or other attempt to gain control of the Company, which may make
such attempts more difficult and less attractive. For example, issuance of
additional shares would increase the number of shares outstanding and could
necessitate the acquisition of a greater number of shares by a person making
a
tender offer and could make such acquisition more difficult since the recipient
of such additional shares may favor the incumbent management. Moreover, these
advantages give the Board of Directors the ability to provide any such holders
with a veto power over actions proposed to be taken by the holders of the
Company’s Common Stock. This could have the effect of insulating existing
management from removal, even if it is in the best interest of the common
stockholders. Management of the Company is not aware of any existing of
threatened efforts to obtain control of the Company.
The
foregoing is only a summary of the Stock Increase Amendment and is not intended
to be complete. Stockholders are urged to read carefully the provisions of
the
Stock Increase Amendment, the complete text of which is attached as Exhibit
“A”
to this Information Statement. The foregoing summary is qualified in its
entirety by reference to such complete text.
CHANGING
THE COMPANY’S NAME TO
DOUBLE
EAGLE HOLDINGS, LTD.
The
Board
of Directors and the holders of a majority of the Company’s outstanding Common
Stock have approved an amendment to the Certificate of Incorporation which
would
change the name of the Company from OnSpan Networking, Inc. to Double Eagle
Holdings, Ltd. The Board believes that this new name will reflect that the
Company is no longer in the software business, and its new name is generic
enough to acquire any line of business without necessitating a new amendment
changing the name should the business being acquired not be in the computer
software industry.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
following documents, which have been filed with the Commission by the Company
are incorporated herein by reference are made a part hereof:
| 1.
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Annual
Report on Form 10-KSB for the fiscal year ended September 30,
2005
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| 2.
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Quarterly
Report on Form 10-QSB for the fiscal period ended September 30,
2006
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| 3.
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Quarterly
Report on Form 10-QSB for the fiscal period ended June 30,
2006
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| 4. |
Quarterly
Report on Form 10-QSB for the fiscal period ended March 31,
2006
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The
Commission file number for the Company’s documents which are incorporated by
reference herein is 0-22991. All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Information Statement shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing thereof. Any statement
contained herein shall be deemed to be modified or superseded for all purposes
of this Information Statement to the extent that a statement contained herein
or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Information Statement.
DATED:
Charlotte,
North Carolina
December
____, 2006
BY
ORDER OF THE BOARD OF DIRECTORS:
/s/
Michael D.
Pruitt
Michael
D. Pruitt
Chairman
and Chief Executive Officer
DEAN
HELLER
Secretary
of State204 North Carson Street, Suite 1
Carson
City, Nevada 89701-4299
(775)
684
5708
Website:
secretaryofstate.biz
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:
Onspan
Networking, Inc.
2.
The
articles have been amended as follows (provide article numbers, if available):
Article
I
- Double Eagle Holdings, Ltd.
Article
IV - The corporation shall have the authority to issue one hundred million
(100,000,000) shares of common stock, par value .001 and twelve thousand five
hundred (12,500) shares of preferred stock, par value .001.
3.
The
vote by which the stockholders holding 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:_________________________.*
4.
Effective date of filing (optional): January 2, 2007
(must
not
be later than 90 days after the certificate is filed)
5.
Officer Signature (required): /s/ Michael D. Pruitt
*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.
This
form
must be accompanied by appropriate fees. . Nevada Secretary of State AM 78.385
Amend 2003
Revised
on: 09/29/05