SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
View Systems, Inc.
-----------------------------------------------
(Name of Registrant as Specified In Its Charter)
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View Systems, Inc.
1550 Caton Center Drive, Suite E
Baltimore, Maryland 21227
Telephone: (410) 242-8439
INFORMATION STATEMENT
This information statement is being furnished by View Systems, Inc., a Nevada
corporation, to the holders of our common stock. On April 24, 2006, our Board
of Directors proposed that our articles of incorporation be amended to
increase the authorized common stock to 250,000,000 shares. On April 24, 2006
stockholders holding a majority of our outstanding shares executed and
delivered a written consent approving and adopting the amendment to our
articles of incorporation that will increase our authorized common stock. As
a result, the amendment to our articles of incorporation was approved by a
majority of the voting power in lieu of a special meeting of stockholders and
no further votes will be needed.
In addition, a majority of our outstanding shares authorized our executive
officers to seek out and enter into agreements for acquisition of assets or
business opportunities and ratified prior corporate actions related to our
domicile merger and the amendment to our articles of incorporation filed on
July 31, 2003.
This Information Statement is being mailed on or about May ____, 2006 to all
stockholders of record at the close of business on April 24, 2006 (the "Record
Date"). As of the Record Date, there were 90,702,422 shares of common stock
outstanding, each entitled to one vote on each matter of business put to a
stockholder vote and 7,171,725 shares of Series A Preferred Stock each
entitled to 15 votes on each matter of business put to a stockholder vote.
This Information Statement is being provided pursuant to the requirements of
Rule 14c-2 promulgated under Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), to inform holders of common stock
entitled to vote or give an authorization or consent in regard to the actions
authorized by the written consent.
If you have any questions regarding this information statement please contact:
Stockholder Relations
View Systems, Inc.
1550 Caton Center Drive, Suite E
Baltimore, Maryland 21227
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
THE TRANSACTION DISCUSSED IN THIS INFORMATION STATEMENT IS BEING PROVIDED FOR
INFORMATIONAL PURPOSES ONLY.
THIS INFORMATION STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
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AMENDMENT TO ARTICLES OF INCORPORATION
We currently have 100,000,000 authorized shares of common stock, par value
$0.001, and 10,000,000 authorized shares of preferred stock, par value $0.01.
On April 24, 2006 our board of directors (the "Board") proposed an increase in
our authorized common stock from 100,000,000 to 250,000,000. The increase is
necessary to facilitate future equity financings which we will require to
satisfy our financial requirements. On the Record Date stockholders holding
114,534,934 voting shares, or 57.8% of our voting power, authorized by written
consent the amendment to our articles of incorporation that would increase the
authorized common stock to 250,000,000 shares. We will file the necessary
certificate of amendment with the Secretary of State of Nevada to effect the
increase 20 calendar days from the mailing date of this 14C Information
Statement. The increase in authorized common stock results in each
stockholder retaining the same proportionate interest in View Systems as
he/she/it held prior to the increase in authorized.
COMMON STOCK
All 90,702,422 shares of outstanding common stock have equal rights and
privileges with respect to voting, liquidation and dividend rights. After
preferential rights of are satisfied, if any, the holders of common stock are
entitled to receive dividends out of funds legally available if, and when,
declared by our board of directors and to participate pro rata in any
distribution of assets available for distribution upon liquidation of View
Systems. Any dividends declared with respect to shares of common stock will
be paid pro rata in accordance with the number of shares of common stock held
by each stockholder.
Each holder of common stock is entitled to one vote for each share owned of
record on all matters voted upon by stockholders. A majority of the
outstanding common and preferred stock is required to establish a quorum for a
stockholder vote and a majority vote of the outstanding shares present at a
stockholders' meeting is required for actions to be taken by stockholders.
Our bylaws provide that stockholder action may be taken by written consent of
a majority of the outstanding common and preferred stock. Directors are
elected by a majority vote at a stockholders' meeting and the holders of the
common stock do not have cumulative voting rights. Accordingly, the holders
of a majority of the voting power of the shares voting for the election of
directors can elect all of the directors if they choose to do so.
PREFERRED STOCK
We have designated 10,000,000 shares of preferred stock as Series A Preferred
stock. We currently have 7,171,725 shares of Series A Preferred outstanding.
Each share of Series A Preferred has a liquidation preference of $0.01 per
share before any payment or distribution is made to the holders of common
stock in the event of liquidation of View Systems. The Series A Preferred has
no conversion rights into common stock. Each share of Series A Preferred is
entitled to 15 votes and is entitled to vote on any matter brought to a vote
of the common stock stockholders. We may elect to redeem the Series A
Preferred with proper notice to the holders of the Series A Preferred and,
upon redemption, the Series A Preferred will be cancelled and not be reissued
as Series A Preferred.
OTHER MATTERS
Our Board recognizes that we may consider future acquisitions of assets or
business opportunities in order to remain competitive in our markets. To that
end the Board proposed that our executive officers be authorized to seek out
and enter into agreements for such opportunities. On the Record Date
114,534,934 voting shares authorized our executive officers to seek out and
enter into these types of agreements.
It has come to the Board's attention that the domicile merger effected on July
31, 2003 and the certificate of amendment to our articles of incorporation
filed with the Secretary of State of Nevada on July 31, 2003 require
shareholder ratification to confirm and accept the prior corporate actions
approved by the Board. The domicile merger resulted in the change of domicile
of View Systems from the state of Florida to the state of Nevada. The
amendment to the articles of incorporation of View Systems, Inc., a Nevada
corporation, increased the authorized
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common stock from 50,000,000 to 100,000,000, par value $0.001, and authorized
10,000,000 shares of preferred stock, par value, $0.01. Our Board proposed
that the shareholders ratify these prior actions and on the Record Date
114,534,934 voting shares ratified the domicile merger effected on July 31,
2003 and the amendment to the articles filed with the Nevada Secretary of
State on July 31, 2003.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table lists the beneficial ownership of our management. We are
unaware of any person or group that beneficially owns 5% or more of our
outstanding common stock. Beneficial ownership is determined in accordance
with the rules of the SEC and generally includes voting or investment power
with respect to the shares. Except as indicated by footnote, the persons
named in the table below have sole voting power and investment power with
respect to all shares of stock shown as beneficially owned by them. The
percentage of beneficial ownership is based on 90,702,422 outstanding shares
of common stock and 7,171,725 shares of Series A Preferred on the Record Date.
MANAGEMENT
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Name and address of Title of Amount of Percent of
beneficial owner class beneficial ownership class
------------------- --------- -------------------- ------------
Michael L. Bagnoli Common 720,000 (1) Less than 1%
40 Redwood Court
Lafayette, Indiana
47905
Martin Maassen Common 2,449,919 (2) 2.7%
1340 Fawn Ridge Drive
West Lafayette, Indiana
47906
Gunther Than Common 4,819,140 (3) 5.3%
1550 Caton Center Drive, Preferred 7,171,725 100%
Suite E
Baltimore, Maryland
21227
Directors and officers Common 7,989,059 8.8%
as a group Preferred 7,171,725 100%
(1) Represents 610,000 shares held by Mr. Bagnoli, 40,000 shares held
by his spouse and 70,000 shares held by a trust.
(2) Represents 1,699,919 held by Mr. Maassen and his spouse and 750,000
shares held by his spouse
(3) Represents 4,649,140 shares owned by Mr. Than and 170,000 shares
held by his spouse.
DELIVERY OF INFORMATION STATEMENT
Upon written or oral request, we will furnish without charge to record and
beneficial holders of our common stock a copy of any and all of the documents
referred to in this Information Statement. These documents will be provided
by first class mail or other equally prompt means within one business day of
the request. Please make your request to the address or phone number below.
Only one information statement is being delivered to stockholders sharing an
address unless contrary instructions have been received from one or more of
those stockholders. We will promptly deliver separate copies to a household
of any shareholder who did not receive an individual copy and who requests a
copy. Please submit your request to:
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Stockholder Relations
View Systems, Inc.
1550 Caton Center Drive, Suite E
Baltimore, Maryland 21227
Telephone: (410) 242-8439
By order of the Board of Directors,
_________________________________
Gunther Than
Chief Executive Officer
April 28, 2006