UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Posted On: 03/27/2017 5:47:22 PM
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[_ ] Preliminary information statement
[_ ] Confidential, For Use of the Commission Only (As Permitted by Rule 14c-5(d)(2))
[X] Definitive information statement
000-14273
(Commission File Number)
INTEGRATED FREIGHT CORPORATION.
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
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:
INTEGRATED FREIGHT CORPORATION
42 Lake Avenue Extension - 208
Danbury, Connecticut 06811
(203) 628-7142
NOTICE OF ACTION TAKEN
BY WRITTEN CONSENT
We Are Not Asking You For A Proxy
You Are Requested Not To Send Us A Proxy
March 28, 2017
To the Stockholders of Integrated Freight Corporation:
The attached information statement is furnished by the Board of Directors (the “ Board ” ) of Integrated Freight Corporation ( “ we ” , “ us ” , “ our ” and equivalent pronouns). We are a Florida corporation. Our common stock is traded in the public securities market under the symbol IFCR. We file reports with the U.S. Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934.
On June 6, 2016, our Board of Directors, by action by written consent, approved and recommended to our stockholders for approval an increase to 10,000,000,000 shares from 5,000,000,000 shares the number of shares of common stock we are authorized to issue ( “ Share Increase ” ) and a reverse stock split (Share Combination). The holders of our Series C Preferred Stock approved the increase in our authorized shares of common stock and the Share Combination. The Share Combination was cancelled by written consent of both our board and holders of Series C Preferred Stock on December 31, 2016. Each approval included Amended Articles of Incorporation required to be filed with the Florida Secretary of State to effectuate such increase in authorized shares and first to approve and then cancel the Share Combination. The stockholder consent was sufficient for approval under Florida law. The Amended Articles of Incorporation for the purpose of formally cancelling the Share Combination will be filed as soon as we are in good standing with the State of Florida. The Amended Articles of Incorporation specify that the increase in authorized shares of common stock will be effective twenty days following the first distribution of the attached information statement to stockholders.
The attached information statement is being delivered to meet the requirements of §607.0704(3), Fla. Stat., which requires notice to nonconsenting stockholders within ten days following an action by written consent of stockholders; but in compliance with Rule 14c-2 under the Securities Exchange Act of 1934, which requires filing of a preliminary information statement on Schedule 14C not less than ten days prior to the distribution of a definitive information statement to stockholders, including an extension of such ten days due to filing any required or desired amendments to the preliminary information statement. This information statement is being first mailed on or about March 28, 2017 (the “ Mailing Date ” ) to holders of record of our common stock and preferred stock as of the close of business on March 27, 2017. On the Mailing Date, we have 4,831,770,546 shares of common stock, 90,000,000 shares of Series A Preferred Stock, 300 shares of Series B Preferred Stock and 200 shares of Series C Preferred Stock outstanding.
The attached information statement is being circulated to provide you with notice that the corporate action has been approved by the written consent of the holders of majority voting power of our outstanding voting capital stock. No further action by you, our stockholder, is required.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ACCOMPANYING MATERINAL IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY. YOU ARE NOT REQUIRED TO TAKE ANY ACTION BASED ON THIS INFORMATION STATEMENT.
By Order of the Board of Directors of
Integrated Freight Corporation
/s/ Jackson L. Morris
Jackson L. Morris
Corporation Secretary
INTEGRATED FREIGHT CORPORATION
42 Lake Avenue Extension - 208
Danbury, Connecticut 06811
(203) 628-7142
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY.
DO NOT TO SEND US A PROXY
GENERAL
This information statement has been filed with the United States Securities and Exchange Commission (the “ SEC ” ) and is being furnished to the holders of the outstanding shares of common stock, par value $0.001 per share, and Series A and Series B Preferred Stock of Integrated Freight Corporation, a Florida corporation, ( “ we, ” “ us, ” “ our ” and equivalent pronouns). The purpose of this information statement is to provide notice that a majority of our voting capital stock (the “ Consenting Stockholders ” ) at June 6, 2016 approved an amendment to our Articles of Incorporation to increase our authorized shares of $0.001 par value common stock to 10,000,000,000 shares from 5,000,000,000 shares (the “ Share Increase ” ). A Share Combination was also approved, but was cancelled by the Consenting Stockholders upon the recommendation of the Board of Directors on December 31, 2016. Although the holders of the Series C Preferred Stock did not formally vote the 187,245,033 shares of common stock they collectively own in favor of the Share Increase, they may be deemed to have voted such common shares.
On June 6, 2016, the Consenting Stockholders consented in writing to the Articles of Amendment. This consent was sufficient to approve Articles of Amendment under Florida law (the “ June 2016 Amendment ” ). On December 31, 2016, the Consenting Stockholders consented to the cancellation of the Share Combination previously approved. This consent was sufficient to approve Articles of Amendment under Florida law (the “ December 2016 Amendment ” ).
We will pay all costs associated with the distribution of this information statement, including the costs of printing and mailing. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this information statement to the beneficial owners of our Common Stock. This information statement is expected to be sent out on or about March 24, 2017 (the “ Mailing Date ” ) to our common and preferred stockholders.
We filed the June 2016 Amendment with the Florida Secretary of State on June 17, 2016. The June 2016 Amendment specifies that the Share Increase will be effective twenty days after the first Mailing Date of this Information Statement. We plan to file the December 2016 Amendment with the Florida Secretary of State as soon as we are once again in good standing with Florida.
OVERVIEW OF THE SHARE INCREASE
The following table presents an overview of the share increase which has been approved by a majority of our voting capital stock upon the recommendation of our Board of Directors, both on June 6, 2016.
Before approval:
After approval:
Common stock authorized for issue
5,000,000,000
10,000,000,000
AMENDMENT TO ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
On June 6, 2016, our Board of Directors approved an amendment to our Articles of Incorporation to effect the share increase and recommended the share increase to our stockholders for approval. On June 6, 2016, the holders of a majority of votes entitled to be cast on the share increase approved the share increase. Other than the share increase, the Amendment to the Articles of Incorporation does not amend our Articles of Incorporation as presently in effect and will not result in any change to the rights of our stockholders
Reasons for the share increase at this time
The reason for the Share Increase is because we now have 4,831,770,546 shares of our five billion authorized common shares outstanding and 566,029,384 additional shares reserved for issue under outstanding convertible debt, leaving us a negative balance (more shares we are obligated to issue than we have available) of 397,799,930 shares. We also have preferred stock convertible into common stock for which we have not established reserves. We believe the number of shares available for issued is insufficient for issuance (i) upon conversion of our standing convertible securities – preferred stock and convertible notes; (ii) to investors who may agree to provide us with the funding we require to continue operations; (iii) to persons in connection with potential acquisition transactions; (iv) to pay outstanding nonconvertible debt and other obligations; (v) compensate management and advisers and (vi) in other transactions our Board of Directors may determine are in our best interest and our stockholders to issue common shares. The Share Increase will not have any immediate effect on the rights of existing stockholders, but will have a dilutive effect to our existing stockholders if additional shares are issued.
Authorized Share Increase and Amended Articles of Incorporation Approved by Written Consent in Lieu of Meeting
The Share Increase and related Amended Articles of Incorporation were approved by written consent executed by the holders of a majority of the outstanding capital stock entitled to vote on June 6, 2016 in lieu of holding a meeting of our stockholders. On the Mailing Date, those stockholders held 50.0000000173% of the voting power of our capital stock. Although the holders of the Series C Preferred Stock did not formally vote the 187,245,033 shares of common stock they collectively own in favor of the share increase, they may be deemed to have voted such common shares.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[_ ] Preliminary information statement
[_ ] Confidential, For Use of the Commission Only (As Permitted by Rule 14c-5(d)(2))
[X] Definitive information statement
000-14273
(Commission File Number)
INTEGRATED FREIGHT CORPORATION.
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
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:
INTEGRATED FREIGHT CORPORATION
42 Lake Avenue Extension - 208
Danbury, Connecticut 06811
(203) 628-7142
NOTICE OF ACTION TAKEN
BY WRITTEN CONSENT
We Are Not Asking You For A Proxy
You Are Requested Not To Send Us A Proxy
March 28, 2017
To the Stockholders of Integrated Freight Corporation:
The attached information statement is furnished by the Board of Directors (the “ Board ” ) of Integrated Freight Corporation ( “ we ” , “ us ” , “ our ” and equivalent pronouns). We are a Florida corporation. Our common stock is traded in the public securities market under the symbol IFCR. We file reports with the U.S. Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934.
On June 6, 2016, our Board of Directors, by action by written consent, approved and recommended to our stockholders for approval an increase to 10,000,000,000 shares from 5,000,000,000 shares the number of shares of common stock we are authorized to issue ( “ Share Increase ” ) and a reverse stock split (Share Combination). The holders of our Series C Preferred Stock approved the increase in our authorized shares of common stock and the Share Combination. The Share Combination was cancelled by written consent of both our board and holders of Series C Preferred Stock on December 31, 2016. Each approval included Amended Articles of Incorporation required to be filed with the Florida Secretary of State to effectuate such increase in authorized shares and first to approve and then cancel the Share Combination. The stockholder consent was sufficient for approval under Florida law. The Amended Articles of Incorporation for the purpose of formally cancelling the Share Combination will be filed as soon as we are in good standing with the State of Florida. The Amended Articles of Incorporation specify that the increase in authorized shares of common stock will be effective twenty days following the first distribution of the attached information statement to stockholders.
The attached information statement is being delivered to meet the requirements of §607.0704(3), Fla. Stat., which requires notice to nonconsenting stockholders within ten days following an action by written consent of stockholders; but in compliance with Rule 14c-2 under the Securities Exchange Act of 1934, which requires filing of a preliminary information statement on Schedule 14C not less than ten days prior to the distribution of a definitive information statement to stockholders, including an extension of such ten days due to filing any required or desired amendments to the preliminary information statement. This information statement is being first mailed on or about March 28, 2017 (the “ Mailing Date ” ) to holders of record of our common stock and preferred stock as of the close of business on March 27, 2017. On the Mailing Date, we have 4,831,770,546 shares of common stock, 90,000,000 shares of Series A Preferred Stock, 300 shares of Series B Preferred Stock and 200 shares of Series C Preferred Stock outstanding.
The attached information statement is being circulated to provide you with notice that the corporate action has been approved by the written consent of the holders of majority voting power of our outstanding voting capital stock. No further action by you, our stockholder, is required.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ACCOMPANYING MATERINAL IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY. YOU ARE NOT REQUIRED TO TAKE ANY ACTION BASED ON THIS INFORMATION STATEMENT.
By Order of the Board of Directors of
Integrated Freight Corporation
/s/ Jackson L. Morris
Jackson L. Morris
Corporation Secretary
INTEGRATED FREIGHT CORPORATION
42 Lake Avenue Extension - 208
Danbury, Connecticut 06811
(203) 628-7142
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY.
DO NOT TO SEND US A PROXY
GENERAL
This information statement has been filed with the United States Securities and Exchange Commission (the “ SEC ” ) and is being furnished to the holders of the outstanding shares of common stock, par value $0.001 per share, and Series A and Series B Preferred Stock of Integrated Freight Corporation, a Florida corporation, ( “ we, ” “ us, ” “ our ” and equivalent pronouns). The purpose of this information statement is to provide notice that a majority of our voting capital stock (the “ Consenting Stockholders ” ) at June 6, 2016 approved an amendment to our Articles of Incorporation to increase our authorized shares of $0.001 par value common stock to 10,000,000,000 shares from 5,000,000,000 shares (the “ Share Increase ” ). A Share Combination was also approved, but was cancelled by the Consenting Stockholders upon the recommendation of the Board of Directors on December 31, 2016. Although the holders of the Series C Preferred Stock did not formally vote the 187,245,033 shares of common stock they collectively own in favor of the Share Increase, they may be deemed to have voted such common shares.
On June 6, 2016, the Consenting Stockholders consented in writing to the Articles of Amendment. This consent was sufficient to approve Articles of Amendment under Florida law (the “ June 2016 Amendment ” ). On December 31, 2016, the Consenting Stockholders consented to the cancellation of the Share Combination previously approved. This consent was sufficient to approve Articles of Amendment under Florida law (the “ December 2016 Amendment ” ).
We will pay all costs associated with the distribution of this information statement, including the costs of printing and mailing. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this information statement to the beneficial owners of our Common Stock. This information statement is expected to be sent out on or about March 24, 2017 (the “ Mailing Date ” ) to our common and preferred stockholders.
We filed the June 2016 Amendment with the Florida Secretary of State on June 17, 2016. The June 2016 Amendment specifies that the Share Increase will be effective twenty days after the first Mailing Date of this Information Statement. We plan to file the December 2016 Amendment with the Florida Secretary of State as soon as we are once again in good standing with Florida.
OVERVIEW OF THE SHARE INCREASE
The following table presents an overview of the share increase which has been approved by a majority of our voting capital stock upon the recommendation of our Board of Directors, both on June 6, 2016.
Before approval:
After approval:
Common stock authorized for issue
5,000,000,000
10,000,000,000
AMENDMENT TO ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
On June 6, 2016, our Board of Directors approved an amendment to our Articles of Incorporation to effect the share increase and recommended the share increase to our stockholders for approval. On June 6, 2016, the holders of a majority of votes entitled to be cast on the share increase approved the share increase. Other than the share increase, the Amendment to the Articles of Incorporation does not amend our Articles of Incorporation as presently in effect and will not result in any change to the rights of our stockholders
Reasons for the share increase at this time
The reason for the Share Increase is because we now have 4,831,770,546 shares of our five billion authorized common shares outstanding and 566,029,384 additional shares reserved for issue under outstanding convertible debt, leaving us a negative balance (more shares we are obligated to issue than we have available) of 397,799,930 shares. We also have preferred stock convertible into common stock for which we have not established reserves. We believe the number of shares available for issued is insufficient for issuance (i) upon conversion of our standing convertible securities – preferred stock and convertible notes; (ii) to investors who may agree to provide us with the funding we require to continue operations; (iii) to persons in connection with potential acquisition transactions; (iv) to pay outstanding nonconvertible debt and other obligations; (v) compensate management and advisers and (vi) in other transactions our Board of Directors may determine are in our best interest and our stockholders to issue common shares. The Share Increase will not have any immediate effect on the rights of existing stockholders, but will have a dilutive effect to our existing stockholders if additional shares are issued.
Authorized Share Increase and Amended Articles of Incorporation Approved by Written Consent in Lieu of Meeting
The Share Increase and related Amended Articles of Incorporation were approved by written consent executed by the holders of a majority of the outstanding capital stock entitled to vote on June 6, 2016 in lieu of holding a meeting of our stockholders. On the Mailing Date, those stockholders held 50.0000000173% of the voting power of our capital stock. Although the holders of the Series C Preferred Stock did not formally vote the 187,245,033 shares of common stock they collectively own in favor of the share increase, they may be deemed to have voted such common shares.
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