UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
November 11, 2014
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:
X Preliminary Information Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2)
Definitive Information Statement
Urban Television Network Corporation
(Name of Registrant as Specified In Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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.
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:
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.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.
3) Filing Party:
4) Date Filed:
Urban Television Network Corporation
1315 N Bullis Rd. Suite 6
Compton, Ca. 90221
Dear Stockholders:
On November 11, 2014 the Board of Directors of Urban Television Network
Corporation adopted a resolution approving an amendment to our Articles of
Incorporation to: effectuate an increase of the authorized common shares
from 200,000,000, par value $.0001 per share, to 1,200,000,000, par
value $.00001 per share; and effectuate an increase in the Preferred Stock from
500,000 par value $1.00 per share, to 3,000,000 par value $1.00 per share and
effectuate an increase in the votes from 1 to 400 votes per share of the
Company's Preferred Stock,
Urban Television Network Corporation obtained the written consent of
stockholders representing majority of the voting power of the Company's
outstanding stock as of November 11, 2014, approving an amendment to the
Company's Articles of Incorporation to affect the above mentioned corporate
actions. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934,
as amended, the actions will not be effective and an amendment to our Articles
of Incorporation effectuating the corporate actions will not be filed with the
Secretary of State for the State of Nevada, until twenty (20) days after the
date this Information Statement is filed with the Securities and Exchange
Commission and a copy thereof is mailed to each of the Company's stockholders.
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 YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
No action is required by you. The accompanying Information Statement is
furnished only to inform our stockholders of the actions described above before
they take place in accordance with the requirements of United States federal
securities laws. This Information Statement is being mailed on or about
November 11, 2014, to all of the Company's stockholders of record as of the
close of business on November 11, 2014.
By Order of the Board of Directors.
/s/Joseph Collins
Name: Joseph Collins
Title: Principal Executive Officer
INFORMATION STATEMENT
November 11, 2014
Urban Television Network Corporation
1315 N. Bullis Rd. Suite 6
Compton, Ca. 90221
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is furnished by the Board of Directors (the "Board")
of Urban Television Network Corporation, a Nevada corporation ("URBT" or
the "Company") to the holders of record at the close of business on November
11, 2014 (the "Record Date"), of the Company's outstanding common stock, par
value $.0001 per share, pursuant to Rule 14c-2 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and pursuant to Section 78.320 of
the Nevada Revised Statutes.
The cost of furnishing this Information Statement will be borne by the Company.
We will mail this Information Statement to stockholders of record and certain
beneficial stockholders where requested by brokerage houses, nominees,
custodians, fiduciaries and other like parties.
This Information Statement informs stockholders of the action taken and
approved on November 11, 2014, by the Board of Directors of the voting power
of the Company's stock issued and outstanding on that date. The Board of
Directors approved an amendment of the Company's Articles of Incorporation to:
effectuate an increase of the authorized common shares from 200,000,000 par
value $.0001 per share, to 1,200,000,000, par value $.00001 per share;
and effectuate an increase in the Preferred Stock from 500,000 par value $1.00
per share, to 3,000,000 par value $1.00 per share and effectuate an increase
in the votes from 1 to 400 votes per share of the Company's Preferred Stock,
Accordingly, all necessary corporate approvals in connection with the amendment
to our Articles of Incorporation to affect the above corporate actions have
been obtained. This Information Statement is furnished solely for the purpose
of informing our stockholders of these corporate actions, in the manner
required under the Exchange Act. Pursuant to Rule 14c-2 under the Exchange Act,
the actions will not be effective and an amendment to our Articles of
Incorporation effectuating the corporate actions will not be filed with the
Secretary of State for the State of Nevada, until twenty (20) days after the
date this Information Statement is filed with the Securities and Exchange
Commission and a copy thereof is mailed to each of our stockholders. Therefore,
this Information Statement is being sent to you for informational
purposes only.
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 YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The Company's stockholders as of the Record Date are being furnished copies of
this Information Statement. This Information Statement is first being mailed
or furnished to our stockholders on or about November 11, 2014
NO DISSENTER'S RIGHTS
Pursuant to the Nevada Revised Statues, the corporate action described in this
Information Statement will not afford stockholders the opportunity to dissent
from the actions described herein and to receive an agreed or judicially
appraised value for their shares.
NOTICE OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS
HOLDING A MAJORITY OF THE VOTING POWER OF THE ISSUED AND OUTSTANDING SHARES OF
CAPITAL STOCK OF URBAN TELEVISION NETWORK CORPORATION. DATED NOVEMBER 11, 2014
IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that, on November 11, 2014, the Company obtained (i) the
unanimous approval of the Board and (ii) the written consent of stockholders
holding the majority of the voting power of the issued and outstanding shares
of the Company's stock to:
effectuate an increase of the authorized common shares from 200,000,000, par
value $.0001, to 1,200,000,000, par value $.00001;
and effectuate an increase in the Preferred Stock from 500,000 par value $1.00
per share, to 3,000,000 par value $1.00 per share and effectuate an increase in
the votes from 1 to 500 votes per share of the Company's Series A Preferred
Stock
OUTSTANDING SHARES AND VOTING RIGHTS
As of November 11, 2014, the Company's authorized capitalization consisted of
200,000,000 common shares, par value $.0001, of which 130,000,000 shares were
issued and outstanding, and 500,000 preferred shares, par value $1.00, of which
200,000 shares, are designated as Preferred Stock were issued and outstanding.
Each share of common stock of the Company entitles its holder to one vote on
each matter submitted to Company's stockholders, and each share of Series A
Preferred Stock of the Company entitles its holder to 3 votes on each matter
submitted to the Company's stockholders. However, because holders of the
majority of the voting power of the issued and outstanding capital stock have
consented to the foregoing actions by resolution dated November 11, 2014 in
lieu of a special meeting in accordance with Section 78.320 of the Nevada
Revised Statutes, and because these shareholders hold sufficient voting power
to approve such actions through the ownership of voting stock, no other
stockholder vote will be solicited in connection with this Information
Statement.
AMENDMENT TO URBAN TELEVISION NETWORK CORPORATION
ARTICLES OF INCORPORATION
The Board and holders of the majority of the voting power of the issued and
outstanding capital stock have approved an amendment to our Articles of
Incorporation to affect an increase in the number of authorized shares of
Common Stock and an amendment to the terms of the Company's Preferred Stock
to increase the votes per Preferred Share.
We intend to file an amendment to our Articles of Incorporation with the
Secretary of State for the State of Nevada effectuating the above actions.
Pursuant to Rule 14c-2 under the Exchange Act, the actions will not be
effective, and the Amendment will not be filed, until twenty (20) days after
the date this Information Statement is filed with the Securities and Exchange
Commission and a copy thereof is mailed to each of our stockholders. It is
presently contemplated that such filing will be made on or about
January 6, 2015
The Authorized Common Stock Increase
The purpose of the increase in common stock is to increase the number of shares
of our common stock available for issuance to investors who agree to provide
the Company with the funding it requires to continue its operations, and/or to
persons in connection with potential acquisition transactions, warrant or
option exercises and other transactions under which our Board may determine is
in the best interest of the Company and our stockholders to issue shares of
common stock. As of the date of this Information Statement, we have not
identified any potential investors and have not entered into any agreements
relating to any potential investment in the Company or otherwise pursuant to
which we will issue shares of common stock.
The increase in the authorized shares of Common Stock will not have any
immediate effect on the rights of existing stockholders, but may have a
dilutive effect on our existing stockholders if additional shares are issued.
We are not increasing our authorized common shares to construct or enable any
anti-takeover defense or mechanism on behalf of the Company. While it is
possible that management could use the additional shares to resist or frustrate
a third-party transaction providing an above-market premium that is favored by
a majority of the stockholders, we have no intent or plan to employ the
additional unissued authorized shares as an anti-takeover device.
Amendment of Terms of Preferred Share
The Board approved the amendment of the terms of the Series A Preferred Shares
to further the Company's best interest. The amended terms will increase the
voting power of the Preferred Shares from1 votes per share to 400 votes per
share. We feel that this is necessary to maintain the relative voting rights
of the Preferred Stock after taking into account the increase in the authorized
shares of Common Stock.
Currently, there is no plan to issue any additional preferred shares. In the
event any additional preferred shares are issued in the future, shareholders
may suffer dilution to their ownership of the Company at the time of the
issuance of the preferred shares. No additional corporate action is needed to
issue any preferred shares. The Company may even issue preferred shares as a
defensive mechanism in order to attempt to stop a hostile take-over by another
company; there is no plan to do so at this time.
EFFECTIVE DATE OF THE AMENDMENT
Pursuant to Rule 14c-2 under the Exchange Act, the corporate actions will not
be effective, until at least twenty (20) days after the date on which this
Information Statement is filed with the Securities and Exchange Commission and
a copy hereof has been mailed to each of our stockholders of record as of the
Record Date. The Company anticipates that this Information Statement will be
mailed to our stockholders as of the Record Date on or about November 11, 2014.
Therefore, the Company anticipates that the corporate actions discussed above
will be effective, and the amendment to our Articles of Incorporation will be
filed with the Secretary of State for the State of Nevada, on or about
January 6, 2015.
The Company has asked brokers and other custodians, nominees and fiduciaries to
forward this Information Statement to the beneficial owners of the Company's
common stock and will reimburse such persons for out-of-pocket expenses
incurred in forwarding such material.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of November 11, 2014, the number and
percentage of outstanding shares of the registrant,s voting stock owned by (i)
each person known to us to beneficially own more than 5% of its outstanding
common stock, (ii) each director, (iii) each named executive officer and
significant employee, and (iv) all officers and directors as a group.
Name and Address Number and Class of Percentage of Percentage of
Shares Class Owned Outstanding
Voting Shares
_________________ ___________________ _______________ __________________
Joseph Collins 0 common 0% 0%
1315 N. Bullis Rd.
Compton, Ca. 90221 200,000 preferred 100.00% 65.00%
650 votes per share
(1) Based on 130,000,000 issued and outstanding common shares and 200,000
issued and outstanding preferred shares as of November 11, 2014
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of November 11, 2014, there were 130,000,000 shares of the Company's common
stock issued and outstanding. Each holder of common stock is entitled to one
vote per share. In addition, as of November 11, 2014 Joseph Collins was given
as a part of his employment agreement 200,000 shares of the Company's Preferred
Stock issued and outstanding, with his Preferred Stock is entitled to 650
votes per share.
Stockholders holding the majority of the voting power of our outstanding
capital stock have approved the corporate actions discussed herein by written
consent dated November 11, 2014.
VOTING PROCEDURES
Pursuant to the Nevada Statutes and our Articles of Incorporation, the
affirmative vote of the holders of a majority of our voting capital stock is
sufficient to amend our Articles of Incorporation, which vote was obtained by
the written consent of the stockholders holding the majority of the capital
stock as described herein. As a result, the amendment to our Articles of
Incorporation has been approved and no further votes will be needed.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except for Joseph Collins, the Company's Chairman of the Board and Chief
Executive Officer, no director, executive officer, associate of any director
or executive officer or any other person has any substantial interest, direct
or indirect, by security holdings or otherwise, in the amendment of our
Articles of Incorporation relative to the increase in authorized shares of
Common Stock, and the increase in the votes per share of the Preferred Stock.
Mr. Collins is the sole officer of the company.
DISSENTER'S RIGHT OF APPRAISAL
Under Nevada law, stockholders are not entitled to dissenter's rights of
appraisal with respect to the corporate actions discussed herein.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Exchange Act,
and in accordance therewith files reports, proxy statements and other
information including annual and quarterly reports on Form 10-K and 10-Q with
the Securities and Exchange Commission. Reports and other information filed by
the Company can be inspected and copied at the public reference facilities
maintained at the Commission at 100 F Street NW, Washington, D.C. 20549. Copies
of such material can be obtained upon written request addressed to the
Commission, Public Reference Section, 100 F Street NW, Washington D.C. 20549,
at prescribedrates. The Commission maintains a website on the Internet
(http://www.sec.gov)that contains the filings of issuers that file
electronically with the Commission through the EDGAR system. Copies of such
filings may also be obtained by writing to Urban Television Network at
1315 N. Bullis Rd., Suite 6 Compton Ca. 90221.
STOCKHOLDERS SHARING AN ADDRESS
Unless we have received contrary instructions from a stockholder, we are
delivering only one Information Statement to multiple stockholders sharing
an address. We will, upon request, promptly deliver a separate copy of this
Information Statement to a stockholder who shares an address with another
stockholder. A stockholder who wishes to receive a separate copy of the
Information Statement may make such a request in writing to Urban Television
Network at 1315 N. Bullis Rd., Suite 6 Compton, Ca. 90221.
On behalf of the Board of Directors,
November 11, 2014
/s/Joseph Collins
Joseph Collins
Principal Executive Officer
Principal Financial Officer