matechprer14c080108.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C /A
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
(Amendment
No. 1 )
Check the
appropriate box:
x Preliminary
information statement
o Confidential,
for use of the Commission only (as permitted by Rule
14c-6(d)(2))
o Definitive
information statement
Material
Technologies, Inc.
(Name of
Registrant as specified in Its Charter)
Payment
of filing fee (check the appropriate box):
x No fee
required
o 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)
|
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
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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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o Fee paid
previously with preliminary materials.
| o 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:
MATERIAL
TECHNOLOGIES, INC.
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
HELD
BY MAJORITY WRITTEN CONSENT
TO ALL
STOCKHOLDERS OF MATERIAL TECHNOLOGIES, INC.:
NOTICE IS
HEREBY GIVEN to you as a stockholder of record of Material Technologies, Inc., a
Delaware corporation, that a Majority Written Consent in Lieu of an Annual
Meeting of Stockholders (the “Written Consent”) has been executed to be
effective 20 days from the date of mailing this Information Statement to
you. The Written Consent authorizes the following corporate
actions:
1. The
election of three Directors for a term of one year or until their successors are
duly elected and qualified;
2. The
ratification of our current capitalization of: 600,000,000 shares of Class A
common stock; 600,000 shares of Class B common stock; and 50,000,000 shares of
preferred stock;
3. The
authorization to amend our Articles of Incorporation in order to increase our
authorized shares of Class A common stock from 600,000,000 to
1,500,000,000;
4. The
authorization to amend our Articles of Incorporation to effect a one for 1,000
reverse stock split;
5. The
authorization to amend our Articles of Incorporation to change our name to
Matech Corp.;
6. The
authorization of our Stock Option Plan; and
7. The
ratification of the appointment of Gruber & Co. LLC as our independent
public accountants for the fiscal year ending December 31, 2007.
Because
execution of the Written Consent was assured, our Board of Directors believes it
would not be in the best interests of our company and our stockholders to incur
the costs of holding an annual meeting or of soliciting proxies or consents from
additional stockholders in connection with these actions. Based on
the foregoing, our Board of Directors has determined not to call an Annual
Meeting of Stockholders, and none will be held this year.
The
entire cost of furnishing this Information Statement will be borne by
us. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of common stock held of record by them.
The Board
of Directors has fixed the close of business on July 28, 2008 as the
record date (the “Record Date”) for the determination of stockholders who are
entitled to receive this Information Statement. This Information
Statement is being mailed on or about August 11, 2008 to all stockholders
of record as of the Record Date. Under Delaware law, stockholders are
not entitled to dissenter’s rights of appraisal with respect to any of the
matters being authorized herein.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
MATERIAL
TECHNOLOGIES, INC.
11661
San Vicente Boulevard, Suite 707
Los
Angeles, CA 90049
INFORMATION
STATEMENT ON SCHEDULE 14C
PRINCIPAL
STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The
following table sets forth certain information regarding our shares of
outstanding common stock beneficially owned as of the date hereof by (i) each of
our directors and executive officers, (ii) all directors and executive officers
as a group, and (iii) each other person who is known by us to own beneficially
more than 5% of our common stock based upon 186,828,995 shares of Class A
common stock outstanding.
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Name
and Address of
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Class A Common Stock
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Class B Common Stock
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Amount
and Nature of Beneficial Ownership
|
Percent
Ownership
|
Amount
and Nature of Beneficial Ownership
|
Percent
Ownership of Class
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Robert
M. Bernstein, President, CEO, CFO, and Director
|
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68.29%
|
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99.5%
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William
Berks, Vice President and Director
|
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1.45%
|
0
|
0%
|
|
Joel
R. Freedman, Secretary and Director
|
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1.98%
|
0
|
0%
|
1 C/o our address, 11661 San Vicente Blvd.,
Suite 707, Los Angeles, CA 90049, unless otherwise noted.
2 Except as otherwise indicated, we
believe that the beneficial owners of 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. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock
subject to options or warrants currently exercisable, or exercisable within 60
days, are deemed outstanding for purposes of computing the percentage of the
person holding such options or warrants, but are not deemed outstanding for
purposes of computing the percentage of any other person.
3 Includes 30,000,000 options
to purchase shares of Class A common stock at $0.011 per share expiring on April
22, 2018; 70,000,000 options to purchase shares of Class A common stock at
$0.007 per share expiring on May 6, 2018; and 300,000,000 options to purchase
shares of Class A common stock at $0.00462 per share expiring on May 23,
2008.
4 Each share of Class B common stock has
2,000 votes on any matter which is brought for shareholders vote. As a
result, Mr. Bernstein holds 1, 194,000,000 votes represented by the Class B
common stock, and 89.25% of the overall votes.
5 Includes 200,000 options to
purchase shares of Class A common stock at $0.011 per share expiring on April
30, 2016.
6 Includes 200,000 options to
purchase shares of Class A common stock at $0.011 per share expiring on April
30, 2016.
|
Marybeth
Miceli, Chief Operating Officer
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1.19%
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0
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0%
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Brent
Phares, Chief Engineer
|
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1.89%
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0
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0%
|
|
All
executive officers and directors as a group (five persons)
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412,928,561
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70.27%
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597,000
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99.5%
|
|
UTEK
Corporation
2109
Palm Avenue
Tampa,
FL 33605
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17,821,937
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9.54%
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0
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0%
|
ELECTION
OF DIRECTORS
Three
Directors were elected for the ensuing year or until their successors are duly
elected and qualified.
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Name
|
Age
|
|
Robert
M. Bernstein
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74
|
|
William
Berks
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77
|
|
Joel
R. Freedman
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47
|
The
consent of a majority of our voting shares was given for the election of the
directors listed above.
DIRECTORS
AND EXECUTIVE OFFICERS
Robert M. Bernstein, President, CEO,
Chief Financial Officer, and Director. Mr. Bernstein received a
Bachelor of Science degree from the Wharton School of the University of
Pennsylvania in 1956. From August 1959 until his certification expired in
August 1972, he was a Certified Public Accountant licensed in Pennsylvania.
From 1961 to 1981, he was a consultant specializing in mergers,
acquisitions, and financing. From 1981 to 1986, Mr. Bernstein was Chairman
and Chief Executive Officer of Blue Jay Enterprises, Inc. of Philadelphia,
Pennsylvania, an oil and gas exploration company. In December 1985, Mr.
Bernstein formed a research and development partnership for our company, funding
approximately $750,000 for research on the Fatigue Fuse. In October 1988,
Mr. Bernstein became our President, CEO, Chief Financial Officer, and
Director.
Joel R. Freedman, Secretary and
Director. From October 1989 and continuing through the present, Mr.
Freedmen has been our Secretary and a Director. From 1983 through 1999,
Mr. Freedmen was President of Genesis Advisors, Inc., an investment advisory
firm in Bala Cynwyd, Pennsylvania. From January 2000 through December
2002, Mr. Freedmen was a Senior Vice President of PMG Capital Corp., a
securities brokerage and investment advisory firm in West Conshohocken,
Pennsylvania. From December 2002 and continuing through the present, Mr.
Freedmen has been Senior Vice President of Wachovia Securities, LLC, a
securities brokerage and investment advisory firm in Conshohocken,
Pennsylvania.
7 Includes 200,000 options to
purchase shares of Class A common stock at $0.011 per share expiring on April
30, 2016.
8 Includes 200,000 options to
purchase shares of Class A common stock at $0.011 per share expiring on April
30, 2016.
William Berks, Vice President and
Director. Mr. Berks joined us as our Vice President and Director in
June 1997. Mr. Berks holds six patents and has over 30 years experience in
spacecraft mechanical systems engineering. Mr. Berks has a Bachelor of
Science in Aeronautical Engineering and a Master of Science in Applied Mechanics
from Polytechnic Institute of New York, as well as a Master of Science in
Industrial Engineering from Stevens Institute of Technology. Prior to
joining us, Mr. Berks was with TRW Incorporated for 26 years in a variety of
management positions, where his duties included flight hardware fabrication and
testing and where he was responsible for overseeing 350
employees.
Marybeth Miceli, Chief Operating Officer.
Ms. Miceli has over 12 years experience in nondestructive evaluation and
testing of civil infrastructure. Ms. Miceli joined us as our Chief
Operating Officer in July 2007. From June 2005 through August 2007, Ms.
Miceli was Director of Marketing for Sam Schwartz, LLC, Engineering and Planning
Consultants, New York, in the areas of infrastructure management,
non-destructive testing, and fatigue testing. From January 2001 through
May 2005, Ms. Miceli was with Lucius Pitkin, Inc., Engineering Consultants,
where Ms. Miceli’s responsibilities included Quality Assurance Manager, and
Assistant Radiation Safety Officer. Among Ms. Miceli’s duties was the
supervision and performance of failure analysis investigations, fatigue testing
investigations, and interfacing with government agencies on testing,
regulations, and safety. Ms. Miceli is currently in the first year of a
three year term serving as a director of the American Society of Non-destructive
Testing, and, in 2003, was Chairperson of the Metropolitan New York
Chapter. Ms. Miceli is a graduate of Johns Hopkins University
and has a Master of Science in Materials Science and Engineering, from Virginia
Polytechnic Institute. Ms. Miceli is a member of the American Society of
Metals and has published several papers on non-destructive testing of bridge
components and other related subjects.
Brent M. Phares, Chief
Engineer. Dr. Phares has over 15 years of management, inspection,
research, and testing experience related to bridge structures. From
October 2001 and continuing through the present, Dr. Phares has been the
Associate Director for Bridges and Structures at
Iowa State University. In this position, Dr. Phares is
responsible for the development and deployment of innovative bridge evaluation
and techniques and for the development of applications for innovative materials
in bridge engineering. From June 2001 through October 2004, Dr. Phares
served as President and CEO of MGPS, Inc., an engineering firm specializing in
the evaluation of civil infrastructure based on innovative sensors and
monitoring strategies. Dr. Phares has served as a consulting Research
Engineer at the Federal Highway Administration’s
Nondestructive Evaluation Validation Center where he led the
execution of several validation and developmental studies. Dr. Phares is a
registered professional engineer and serves as a voting member of many national
and international technical committees. Dr. Phares joined us in June
2007.
Meetings
of the Board of Directors and Information Regarding Committees
There
currently are no committees of the Board of Directors.
The Board
of Directors held 71 meetings in 2007. All Directors attended
100% of the meetings of the Board of Directors.
EXECUTIVE
COMPENSATION
General
Compensation Discussion
All
decisions regarding compensation for our executive officers and executive
compensation programs are reviewed, discussed, and approved by the Board of
Directors. All compensation decisions are determined following a
detailed review and assessment of external competitive data, the individual’s
contributions to our success, any significant changes in role or responsibility,
and internal equity of pay relationships.
Summary
Compensation Table
Set forth
below is a summary of compensation for our principal executive officer and our
two most highly compensated officers other than our principal executive officer
(collectively, the “named executive officers”) for our last two fiscal years.
There have been no annuity, pension or retirement benefits ever paid to our
officers, directors or employees.
With the
exception of reimbursement of expenses incurred by our named executive officers
during the scope of their employment and unless expressly stated otherwise in a
footnote below, none of the named executive officers received other
compensation, perquisites and/or personal benefits in excess of
$10,000.
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Name
and Principal Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards ($)
|
|
|
Option
Awards ($)
|
|
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Non-equity
Incentive Plan Compensation ($)
|
|
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All
Other Compensation ($)
|
|
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Total
($)
|
|
|
Robert
M. Bernstein, CEO, President, CFO
|
|
2007
|
|
|
$ |
250,000 |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
|
$ |
250,000 |
|
|
|
|
2006
|
|
|
$ |
206,500 |
|
|
$ |
-0- |
|
|
$ |
180,000,000 |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
|
$ |
180,206,500 |
|
|
Marybeth
Miceli Newton, COO
|
|
2007
|
9 |
|
$ |
52,083.33 |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
|
$ |
52,083.33 |
|
|
Brent
Phares, Chief Engineer
|
|
2007
|
10 |
|
$ |
65,625 |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
|
$ |
65,625 |
|
9 Joined
us July 6, 2007.
10 Joined us June 1, 2007.
Employment
Agreements
On
October 1, 2006, we entered into an Employment Agreement with Robert M.
Bernstein, our Chief Executive Officer, President and Chief Financial Officer,
which provides certain terms and conditions with respect to Mr. Bernstein’s
employment. The Employment Agreement is for a three year term. Under
the Employment Agreement, Mr. Bernstein will be paid an annual salary of
$250,000, with one year of paid severance if he is terminated without good cause
prior to the expiration of the employment term.
Other
Compensation
There are
no annuity, pension or retirement benefits proposed to be paid to officers,
directors, or employees of our company in the event of retirement at normal
retirement date as there was no existing plan as of December 31, 2007 provided
for or contributed to by our company.
Director
Compensation
Our
directors are not compensated for their services, but are entitled for
reimbursement of expenses incurred in attending board of directors
meetings.
Grants
of Plan Based Awards
There
were no grants of plan based awards made in 2007.
Outstanding
Equity Awards at Fiscal Year-End
There
were no outstanding equity awards as of December 31, 2007.
RATIFICATION
OF CURRENT CAPITALIZATION
The
consent of a majority of our voting shares was given to ratify the May 31, 2006
amendment to our Articles of Incorporation which made our capitalization as
follows:
We are
currently authorized to issue two classes of stock to be designated,
respectively, common stock and preferred stock. The total number of shares
of capital stock which we have authority to issue is 650,600,000 shares.
The number of shares of authorized Class A common stock is 600,000,000 shares
and the number of authorized shares of Class B common stock is 600,000
shares. The number of shares of authorized preferred stock is
50,000,000 shares. Each share of our Class B common stock is entitled
to 2,000 votes.
It is
within the discretion of our Board of Directors to determine matters such as
dividend rights or interest rates, conversion privileges, redemption prices,
liquidation preferences and other rights of our preferred stock without
additional stockholder approval.
AMENDMENTS
TO THE ARTICLES OF INCORPORATION
INCREASE IN AUTHORIZED
SHARES OF CLASS A COMMON STOCK
The
consent of a majority of our voting shares was given approving an Amendment of
our Articles of Incorporation increasing the number of our authorized shares of
Class A common stock (“Common Stock”) from 600,000,000 shares to 1,500,000,000
shares.
AMENDMENT
TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 600,000,000 TO 1,500,000,000.
Presently,
the holders of our Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of our shareholders, including the
election of directors. Our Common Stock holders do not have cumulative
voting rights. Subject to preferences that may be applicable to any
outstanding series of our preferred stock or which may be designated in the
future, holders of our Common Stock are entitled to receive ratably such
dividends, if any, as may be declared by our Board of Directors out of legally
available funds. In the event of the liquidation, dissolution, or
winding up of the company, the holders of our Common Stock will be entitled to
share ratably in the net assets legally available for distribution to our
shareholders after the payment of all our debts and other liabilities, subject
to the prior rights of any series of our preferred stock then
outstanding.
At the
present time, there are no agreements or specific plans with respect to the
newly authorized shares of Common Stock. The increase in the number
of our authorized Common Stock is solely to augment liquidity, enhance corporate
flexibility, ensure sufficient reserves of our Common Stock for various capital
purposes, and to eliminate the need for similar amendments in the near future,
which could be costly and time-consuming. Potential uses of the newly
authorized Common Stock may include equity financings or acquisition
transactions. Management of our company is not aware of any present
efforts of any persons to accumulate Common Stock or to obtain control of our
company, and the increase in authorized shares of Common Stock is not intended
to be an anti-takeover device.
The
holders of our Common Stock have no preemptive or conversion rights or other
subscription rights and there are no redemption or sinking fund provisions
applicable to our Common Stock. The amendment does not alter or
modify any preemptive right of holders of our Common Stock to acquire our
shares, which is denied, or effect any change in our Common Stock, other than
the number of authorized shares.
In the
absence of a proportionate increase in our earnings and book value, an increase
in the aggregate number of our outstanding Common Stock caused by the issuance
of the additional authorized shares will dilute the earnings per share and book
value per share of all outstanding shares of our Common Stock.
The
additional Common Stock to be authorized will have rights identical to our
currently outstanding Common Stock. Issuance of the Common Stock will
not affect the rights of the holders of our currently outstanding Common Stock,
except for effects incidental to increasing
the
number of outstanding shares of our Common Stock, such as dilution of the
earnings per share and voting rights of current holders of Common
Stock. The amendment to our Articles of Incorporation increasing the
authorized number of shares of Common Stock will be filed with the Secretary of
State of Delaware on or after the twentieth day after this Information Statement
is mailed to our stockholders.
REVERSE STOCK
SPLIT
The
consent of a majority of the voting shares was given for the approval of an
amendment to our Articles of Incorporation to effect a one for 1,000 reverse
stock split of our Class A common stock.
PURPOSE
AND EFFECTS OF THE REVERSE SPLIT
Purposes
The
primary purpose of the reverse stock split is to combine the outstanding shares
of the Common Stock so that the Common Stock outstanding after the reverse split
is closer to other similar companies both in number of shares outstanding and
price per share. We feel this action will benefit current
shareholders by facilitating greater trading liquidity in our
stock. However, there can be no assurance that our stock will, in
fact, experience greater trading liquidity after the reverse split
occurs.
The
closing price for our Common Stock on July 25, 2008 was $0.01 per
share. The Bulletin Board does not require any minimum share price
for shares to be quoted on it. However, we believe that such a low
quoted market price per share may:
|
|
·
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discourage
potential new investors,
|
|
|
·
|
increase
market price volatility; and
|
|
|
·
|
reduce
the liquidity of our Common Stock.
|
We
believe that the reverse stock split will increase the price at which the shares
are quoted, but we cannot guarantee that this will happen or that any increased
price will be maintained.
Reasons
We
believe that the current per share price level of our Common Stock has reduced
the effective marketability of the shares because many leading brokerage firms
are reluctant to recommend low priced securities to their
clients. Some investors view low-priced securities as
unattractive because of the greater trading volatility sometimes associated with
these securities . In addition, a variety of brokerage house
policies and practices relating to the payment of brokerage commissions make the
handling of low priced securities unattractive to brokers from an
economic standpoint. In addition, since brokerage commissions on
low-priced securities are generally higher as a percentage of the stock
price than commissions on higher priced securities , the current share
price of the Common Stock means that stockholders are paying higher transaction
costs than they would pay if the share price were substantially
higher. The relatively
high
commission costs also may limit the willingness of institutions to purchase the
Common Stock at its current low share price.
The
reverse split will also increase the number of authorized but unissued shares of
Common Stock. The increase in authorized shares will allow us to
consider the possibility of other corporate needs or opportunities, such as
financing transactions, possible future acquisitions, employee benefits and
other corporate purposes.
For all
of the above reasons, we believe the reverse stock split is in the best
interests of both the Company and our stockholders. We expect
that after the reverse stock split, the Common Stock will trade at a higher
price than the current market price of the Common Stock. However, we
cannot give any assurance that it will trade at 1,000 times the market price
before the reverse stock split.
Effects
Effects
on the stockholders
EXCEPT
FOR THE MINOR EFFECT OF ROUNDING FRACTIONAL SHARES UP OR DOWN, THE REVERSE STOCK
SPLIT WILL NOT AFFECT ANY STOCKHOLDER’S PROPORTIONATE EQUITY INTEREST IN THE
COMPANY.
As of the
date of this Information Statement, we had approximately 1,727 record
holders of Common Stock, based on information received from the transfer
agent. We estimate that, after the reverse stock split, we will
continue to have approximately the same number of stockholders.
A
stockholder who has fewer than 1,000 shares will be entitled to receive, in lieu
of a fractional share, upon written request, a cash payment a rate of
$0.01 per share held. Other fractional shares that would
result from the reverse split will be rounded up or down to the nearest whole
share.
Effect
on holders of options, warrants, and convertible securities
Unless
there is an agreement to the contrary, after the reverse stock split, the
number of shares of Common Stock that may be purchased upon the exercise of
outstanding options, warrants, and other securities convertible into, or
exercisable or exchangeable for, Common Stock, and the per share exercise or
conversion prices under those securities, will be adjusted appropriately, so
that the aggregate number of shares of Common Stock that may be issued on
exercise or conversion will be 1/1,000th of the
number issuable before the reverse split, and the aggregate exercise or
conversion prices will remain unchanged.
No
appraisal rights
Delaware
law does not provide dissenters’ rights as the result of a reverse stock
split. Any stockholders who object will nevertheless be bound by the
decision of the majority of stockholders to approve the reverse split on the
proposed terms. Objecting stockholders will not
be
entitled to receive payment for their shares, and will not have any other legal
rights to prevent the transaction from occurring.
Effect
on the Company
The
reverse split will reduce the number of shares of Common Stock that are issued
and outstanding. We are currently authorized under our Articles of
Incorporation to issue 600,000,000 shares of the Common Stock. As of
the date of this Information Statement, an aggregate of 186,828,995
shares of the Common Stock were issued and outstanding. The reverse
stock split will reduce the number of issued and outstanding shares of the
Common Stock to approximately 186,829 .
The par
value of the Common Stock will remain at $.001 per share following the reverse
stock split, and the number of shares of the Common Stock outstanding will be
reduced. As a result, the aggregate par value of the
outstanding Common Stock will be reduced, while the aggregate capital in excess
of par value attributable to the outstanding Common Stock for statutory and
accounting purposes will be correspondingly increased. The reverse
stock split will not affect our retained deficit, and stockholders’ equity will
remain substantially unchanged.
After the
reverse stock split is completed, the per share information and the average
number of shares outstanding as presented in previously issued consolidated
financial statements and other publicly available information about us will be
restated to reflect the reverse stock split.
If we had
completed the reverse stock split on December 31, 2007, the last date for which
our financial statements have been filed with the Securities and Exchange
Commission, there would not have been any effect on our $73,396,581 net loss
from operations for the year then ended.
Exchange
Act registration
The
shares are currently registered under the Securities Exchange Act of
1934. We do not expect to deregister our shares as a result of the
reverse split, and we intend to continue filing reports under that
Act.
Additional
effects of authorized but unissued shares
The
reverse split will increased the number of authorized but unissued shares of
Common Stock as a percentage of the total number of shares of Common Stock
authorized. Existing stockholders do not have any preemptive rights
under the certificate of incorporation or otherwise to purchase any shares of
Common Stock that we may issue. Shares may be issued in the future
that may dilute the voting power of existing stockholders, increase or decrease
earnings per share and/or increase or decrease the book value per share of the
shares then outstanding.
The
ability of the Board of Directors to issue additional shares of Common Stock
without further stockholder approval could discourage any possible unsolicited
efforts to acquire control of our company. However, the reverse split
is not intended as an anti-takeover device. Management
is
not aware
of any third party who may currently intend to accumulate our Common Stock or to
gain control of our company.
MATERIAL
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT
The
following is a summary of the material federal income tax consequences of the
reverse stock split to holders of our Common Stock and to us. This
summary is based on the Internal Revenue Code of 1986, as amended (the “Code”),
regulations, rulings and judicial decisions currently in effect, all of which
are subject to change. The summary does not address all aspects of
federal income taxation that may apply to a stockholder because of his
particular circumstances, and it does not discuss any special rules that may be
applicable to some types of investors (for example, estates, trusts, individuals
who are not citizens or residents of the United States, foreign corporations,
insurance companies, regulated investment companies, tax-exempt organizations
and dealers in securities). The discussion assumes throughout that
stockholders have held our shares of Common Stock subject to the reverse stock
split as capital assets at all relevant times. The summary does not
cover the applicability and effect of any state, local or foreign tax laws on
the reverse stock split, and investors should accordingly consult their own tax
advisors for information about the state, local and foreign tax consequences of
the transaction.
THE
FOLLOWING DISCUSSION SUMMARIZING CERTAIN FEDERAL TAX CONSEQUENCES IS BASED ON
CURRENT LAW. STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO
THE FEDERAL, STATE, LOCAL AND FOREIGN TAX EFFECTS OF THE REVERSE STOCK SPLIT IN
LIGHT OF THEIR INDIVIDUAL CIRCUMSTANCES.
Stockholders
will not recognize gain or loss from the reverse split. Their
adjusted tax basis of their new Common Stock will be the same as their adjusted
tax basis in their existing Common Stock. The holding period of new
Common Stock received as a result of the reverse split will be the same as
holding period for the stockholder’s existing Common Stock.
The
reverse split will be a tax-free recapitalization under the Internal Revenue
Code. We will not recognize any gain or loss as a result of the
reverse split. There will not be any other material tax consequences
to us from the transaction. The tax consequences of the reverse split
to our affiliates who are stockholders will be the same to those affiliates as
they are to other stockholders. There will be no material tax
consequences from the reverse split to affiliates who are not
stockholders.
EXCHANGE
OF CERTIFICATES
When the
reverse stock split is effected, we or our transfer agent will provide holders
of record on the effective date of the reverse stock split with transmittal
forms and instructions for exchanging their stock certificates for a new
certificate or certificates representing the appropriate number of new shares of
our Common Stock. On the effective date of the reverse stock split,
each certificate representing an outstanding share Common Stock will be deemed
for
all
corporate purposes, and without further action by any person, to evidence
ownership of the reduced whole number of new shares of Common
Stock.
If
certificates for shares of Common Stock have been lost or destroyed, we may, in
our discretion, accept a properly executed affidavit and indemnity agreement of
loss or destruction, in a form satisfactory to us, in lieu of the lost or
destroyed certificate. Additional instructions regarding lost or
destroyed stock certificates will be included with the transmittal form and
instructions sent to stockholders of record after the reverse stock split is
effected.
We will
send the transmittal form and instructions to stockholders of record promptly
after the effective date of the reverse stock split. Do not send in
your stock certificate until you receive the transmittal form and
instructions.
Stockholders
will not have to pay any brokerage commissions in connection with the exchange
of certificates.
NAME
CHANGE
The
consent of a majority of the voting shares was given to authorize an amendment
to our Articles of Incorporation to effect a name change from Material
Technologies, Inc. to Matech Corp. Our Board of Directors and a
majority of our shareholders believe it is in our best interests to change our
name. The Amendment to our Articles of Incorporation effecting this
name change will be filed with the Secretary of State of Delaware no less than
20 days after the mailing of this Information Statement to our
shareholders.
2008
INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
The
consent of a majority of the voting shares was given for the approval of our
2008 Incentive and Nonstatutory Stock Option Plan (the “2008
Plan”).
General
Our Board
of Directors adopted the 2008 Plan on April 22, 2008. Under the 2008
Plan, 400,000,000 shares of Common Stock have been authorized for
issuance as Incentive Stock Options or Nonstatutory Stock
Options. Under the 2008 Plan, options may be granted to our key
employees, officers, directors or consultants.
The
purchase price of the Common Stock subject to each Incentive Stock Option shall
not be less than the fair market value (as determined in the 2008 Plan), or in
the case of the grant of an Incentive Stock Option to a principal stockholder,
not less that 110% of the fair market value of such Common Stock at the
time such option is granted. The purchase price of the Common Stock subject to
each Nonstatutory Stock Option shall be determined at the time such option is
granted, but in no case less than 100% of the fair market value of such shares
of Common Stock at the time such option is granted.
The 2008
Plan shall terminate March 29, 2018 , and no option shall be granted after
termination of the 2008 Plan. Subject to certain restrictions, the
2008 Plan may be terminated at any time and may , from time to time, be
modified or amended by the affirmative vote of a majority of the voting shares
present, or represented, and entitled to vote at a meeting duly held in
accordance with the applicable laws of the State of Delaware.
As of the
date hereof, all 400,000,000 options have been issued pursuant to the
2008 Plan.
RATIFICATION
OF APPOINTMENT OF
INDEPENDENT
AUDITORS FOR FISCAL 2007
The
majority shareholders ratified the appointment of Gruber & Co. LLC
(“Gruber”) as our independent auditor for the fiscal year ending December 31,
2007. Gruber was engaged by us on March 13, 2008, and has no
financial interest, either direct or indirect, in us.
The
following table presents fees for the professional audit services rendered by
Gruber for the audit of our annual financial statements.
|
Audit
fees
|
$80,000
|
|
All
other fees
|
$0
|
|
Total
fees
|
$80,000
|
DEADLINE
FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2009
The rules
of the Securities and Exchange Commission (“SEC”) permit our stockholders, after
notice to us, to present proposals for stockholder action in our proxy statement
where such proposals are consistent with applicable law, pertain to matters
appropriate for stockholder action, and are not properly omitted by our action
in accordance with the proxy rules published by the SEC. Our 2009
annual meeting of stockholders is expected to be held on or about July 20,
2009 , and proxy materials in connection with that meeting are expected to be
mailed on or about June 20, 2009 . Proposals of stockholders
that are intended to be presented at our 2009 annual meeting must be received by
us no later than March 20, 2009 , in order for them to be included in the
proxy statement and form of proxy relating to that meeting.
COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
Section
16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”)
requires that our Officers and Directors and persons who own more
than 10% of our common stock, file reports of ownership and changes in ownership
with the SEC. Based solely on our review of the SEC’s EDGAR database,
copies of such forms received by us, or written representations from certain
reporting persons, we believe that during the 2007 fiscal year, the following
delinquencies occurred applicable to our Officers, Directors, and greater than
10% beneficial owners were complied with:
|
Name
|
No.
of Late
Reports
|
No.
of
Transactions
Reported
Late
|
No.
of
Failures
to
File
|
|
Robert
M. Bernstein
|
3
|
3
|
-0-
|
|
William
Berks
|
1
|
1
|
-0-
|
|
Brent
Phares
|
2
|
2
|
-0-
|
|
Marybeth
Miceli
|
1
|
1
|
-0-
|
ANNUAL
REPORT
A copy of
our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007,
which has been filed with the SEC pursuant to the Exchange Act, is being mailed
to you along with this Information Statement and is hereby incorporated by
reference into this Information Statement, including the financial statements
that are part of our Annual Report. Our Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2006, and Quarterly Report on Form 10-QSB
for the periods ended March 31, 2007, June 30, 2007, and September 30, 2007 are
each incorporated by reference into this Information
Statement. Additional copies of this Information Statement and/or the
Annual Report, as well as copies of the Quarterly Reports may be obtained
without charge upon written request to Robert M. Bernstein, Material
Technologies, Inc., 11661 San Vicente Blvd., Suite 707, Los Angeles,
California 90049 or on the Internet at
www.sec.gov from the SEC’s EDGAR database.
By Order
of the Board of Directors
/s/ Robert M.
Bernstein
By: Robert
M. Bernstein, President, Chief Executive
Officer,
and Chief Financial Officer