Form PRE 14C NEWCOM INTERNATIONAL INC

Preliminary information statement not related to a contested matter or merger/acquisition

What is Form PRE 14C?
  • Accession No.: 0001144204-03-003884 Act: 34 File No.: 000-30727 Film No.: 03796751
  • CIK: 0001058553
  • Submitted: 2003-07-22
  • Period of Report: 2003-07-22

PRE 14C TXT

pre14c.txt

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                            SCHEDULE 14C INFORMATION
                    Information Statement Pursuant to Section
                  14(c) of the Securities Exchange Act of 1934
                                (Amendment No. )

Check the appropriate box:

[X]  Preliminary Information Statement

[ ]  Confidential, for use of the Commission only (as permitted by Rule
     14c-5(d)(21))

[ ]  Definitive Information Statement


                           NewCom International, Inc.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


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 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) Dated Filed:

                     ------------------------------------------


<PAGE>




                           NEWCOM INTERNATIONAL, INC.
                          24 Corporate Plaza, Suite 100
                             Newport Beach, CA 92660
                              --------------------

                 NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

                              --------------------

August __, 2003

         A  majority  of the  stockholders  of NewCom  International,  Inc.,  or
NewCom,  are  proposing  to take  action by written  consent  to amend  NewCom's
amended and restated  articles of incorporation to increase the number of shares
of  common  Stock  that  NewCom  is  authorized  to issue  from  100,000,000  to
3,000,000,000.

         Stockholders  of record at the close of  business on July 22, 2003 will
be entitled to notice of this stockholder  action by written consent.  Since the
actions  will  be  approved  by the  holders  of the  required  majority  of the
outstanding  shares of our voting stock, no proxies were or are being solicited.
We anticipate  that the amendment  will become  effective on or after August 21,
2003.




                                        Walter Grieves
                                        President and Chief Executive Officer





                    WE ARE NOT ASKING YOU FOR A PROXY AND YOU
                      ARE REQUESTED NOT TO SEND US A PROXY.


<PAGE>



                           NEWCOM INTERNATIONAL, INC.
                              --------------------

                              INFORMATION STATEMENT

                              --------------------


              INFORMATION CONCERNING THE ACTION BY WRITTEN CONSENT



Date and Purpose of Written Consent

Stockholders holding a majority of the voting power of the company have proposed
to take action by written consent for the purpose of amending  NewCom's  amended
and  restated  articles of  incorporation  to  increase  the number of shares of
common  stock  that  NewCom  is   authorized  to  issue  from   100,000,000   to
3,000,000,000.

Stockholders Entitled to Vote

Approval of the matters actions described herein requires the written consent of
the holders of  outstanding  stock of each voting group entitled to vote on such
matters.  As of July 22, 2003, there were 15,500,000  shares of our common stock
outstanding  and no shares of our preferred  stock  outstanding.  Holders of our
common stock are entitled to one vote per share.  Stockholders  of record at the
close of business on July 22, 2003,  will be entitled to receive this notice and
information statement.

Proxies

No proxies are being solicited.


Consents Required

The amendment requires the consent of the holders of a majority of the shares of
common stock.  Holders of the voting  rights with respect to at least  7,750,001
shares of our common stock  propose to deliver  written  consents to us adopting
the proposals set forth herein.

Information Statement Costs

The cost of delivering this  information  statement,  including the preparation,
assembly  and  mailing  of the  information  statement,  as well as the  cost of
forwarding  this material to the beneficial  owners of our capital stock will be
borne by us.  We may  reimburse  brokerage  firms and  others  for  expenses  in
forwarding  information  statement  materials  to the  beneficial  owners of our
capital stock.



<PAGE>



                        COMMON STOCK OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT


         Currently,  no  Directors or Officers own any stock in NewCom and there
are no stockholders  who own directly or indirectly five percent (5%) or more of
the outstanding common stock.

         Beneficial  ownership is determined  in  accordance  with the rules and
regulations  of the SEC.  The number of shares and the  percentage  beneficially
owned by each individual listed above include shares that are subject to options
held by that individual that are immediately  exercisable or exercisable  within
60 days  from  July 22,  2003,  and the  number  of  shares  and the  percentage
beneficially  owned by all officers and  directors  as a group  includes  shares
subject  to  options  held by all  officers  and  directors  as a group that are
immediately exercisable or exercisable within July 22, 2003.



<PAGE>



      PROPOSAL TO AMEND THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
                  TO INCREASE THE AUTHORIZED NUMBER OF SHARES


Introduction

The  holders of a majority  of our voting  stock have  proposed  to approve  the
amendment to NewCom's amended and restated articles of incorporation to increase
the number of shares of common  stock that  NewCom is  authorized  to issue from
100,000,000 to 3,000,000.  The board of directors has  unanimously  approved the
proposal.

A copy of the amendment to the amended and restated  articles of  incorporation,
which we refer to as the "amendment" in this information statement,  is attached
to this information statement as Appendix A.

NewCom's  amended and restated  articles of incorporation  currently  authorizes
125,000,000  shares of capital  stock,  of which  100,000,000  shares are common
stock and 25,000,000  shares are preferred  stock. Of the 100,000,000  shares of
common  stock  authorized,   as  of  July,  22,  2003,  15,500,000  shares  were
outstanding.  Of the 25,000,000 shares of preferred stock authorized, as of July
22, 2003, there were no outstanding shares.

The board of  directors  believes  that the  proposed  increase in the number of
authorized  shares  of  common  stock  will  benefit  NewCom  by  improving  its
flexibility  in  responding  to future  business  needs and  opportunities.  The
additional  authorized  shares could be used for possible  future  acquisitions,
financings, stock dividends and other proper corporate purposes.

Within the limits imposed by applicable law,  described below,  shares of common
stock could be issued in one or more transactions. Depending upon the nature and
terms  thereof,  such a  transaction  or  transactions  could make a takeover of
NewCom more difficult  and,  therefore,  less likely.  An issuance of additional
shares of common  stock could have the effect of diluting the earnings per share
and book value per share of existing  shares of common  stock and  diluting  the
stock  ownership of persons  seeking to obtain  control of NewCom.  The board of
directors,  however, has no present plans, understandings or agreements to issue
the additional  shares to be authorized  except pursuant to various  outstanding
options, warrants, and consulting agreements.

The board of directors  does not currently  intend to propose any  amendments to
NewCom's amended and restated articles of incorporation which might be deemed to
have the effect of discouraging  takeover attempts,  although such amendments or
other  programs may be  considered by the board in the future if it believes the
interests of the stockholders would be protected thereby.

Except  for the  increase  of the  number of  authorized  shares,  the  proposed
amendment  would not  change  any of the  provisions  of  NewCom's  amended  and
restated  articles of  incorporation.  All shares of common  stock or  preferred
stock,  including the additional  shares of common stock that will be authorized
when  the  proposed  amendment  becomes  effective,  which  are not  issued  and
outstanding  would be issuable at any time or from time to time by action of the
board of directors without further  authorization from  stockholders,  except to
the extent  that such  further  authorization  is  required  by the terms of any
agreements  or  securities  into which  NewCom may  hereafter  enter or issue or
applicable law.


<PAGE>

The additional  shares of common stock which would be authorized by the proposed
amendment  would  have  the same  rights  and  privileges  as and  otherwise  be
identical to the shares of common stock  currently  authorized and  outstanding.
The  amended  and  restated  articles  of  incorporation  empowers  the board of
directors  to  determine  the  relative  rights  and  limitations  of  series of
preferred stock,  including,  among other things,  dividend  rights,  conversion
prices,  voting rights,  redemption prices and the preferences,  if any, of such
series over shares of common stock as to dividends or distributions of assets of
NewCom.  It is possible  that the future  issuance  of  preferred  stock  having
dividend and liquidation  preferences  could affect amounts that might otherwise
be  available  to  holders of common  stock as  dividends  or upon  liquidation.
Holders of NewCom's shares have no preemptive rights and, as a result,  existing
stockholders  would  not have any  preferential  right  to  purchase  any of the
additional shares of common stock when issued.


                                          -------------------------

                                          By Order of the Board of Directors




                                          Walter Grieves
                                          President and Chief Executive Officer

July 22, 2003
Newport Beach, California



<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                           newcom international, INC.
                              A Nevada Corporation


Walter Grieves certifies the following:

1.       He is the  President  and  Secretary of NewCom  International,  Inc., a
         Nevada corporation (the "Corporation").

2.       Article  THIRD of the Amended and  Restated  Articles of  Incorporation
         shall be amended to read in its entirety as follows:

         "THIRD:  The aggregate number of shares of all classes of stock,  which
         the  Corporation  shall  have  authority  to  issue  is  Three  Billion
         Twenty-Five   Million    (3,025,000,000)   of   which   Three   Billion
         (3,000,000,000) shares will be designated Common Stock, with $0.001 par
         value; and Twenty Five Million  (25,000,000) shares shall be designated
         $0.001 par value "Preferred Stock." Without further  authorization from
         the  stockholders,  the board of Directors  shall have the authority to
         divide  and  issue  from  time to time  any or all of the  Twenty  Five
         Million  (25,000,000)  shares of such Preferred  Stock into one or more
         series   with   such    designations,    preferences   and   relatives,
         participating,  optional or other special  rights,  or  qualifications,
         limitations or restrictions  thereof, as may be designated by the Board
         of  Directors,  prior to the issuance of such series,  and the Board of
         Directors is hereby expressly authorized to fix by resolutions only and
         without  further  action  or  approval,  prior to such  issuance,  such
         designations,  preferences  and relatives,  participating,  optional or
         other special rights, or  qualifications,  limitations or restrictions,
         including,  without  limitation  the date and times at  which,  and the
         rate,  if any, or rates at which  dividends on such series of Preferred
         Stock shall be paid;  the rights,  if any of the holders of such series
         of the  Preferred  Stock to vote and the  manner of  voting,  except as
         otherwise  provided by the law,  the rights,  if any, of the holders of
         shares of such series of Preferred  Stock to convert the same into,  or
         exchange the same for, other classes of stock of the  Corporation,  and
         the  terms  and  conditions  for such  conversation  or  exchange,  the
         redemption  price or prices  and the time at  which,  and the terms and
         conditions of which,  the shares of such series of Preferred Stock upon
         the  voluntary on  involuntary  liquidation,  distribution  or sales of
         assets, dissolution or winding up of the Corporation,  and the terms of
         the  sinking  fund or  redemption  or purchase  account,  if any, to be
         provided  for  such  series  of  Preferred  Stock.  The   designations,
         preferences,  and  relative,  participating,  optional or other special
         rights, the  qualifications,  limitations or restrictions  thereof,  of
         each  additional  series,  if any, may differ from those of any and all
         other series already outstanding. Further, the Board of Directors shall
         have the power to fix the number of shares  constituting  an classes or


                                       1
<PAGE>

         series and  thereafter  to increase or decrease the number of shares of
         any such  class or  series  subsequent  to the  issue of shares of that
         class or series  but not below  the  number of shares of that  class or
         series then outstanding."

3.       The  amendment  has been duly  approved by the  Corporation's  Board of
         Directors by resolutions  duly adopted by Unanimous  Written Consent of
         the Board of Directors effective July __, 2003.

4.       The number of shares of the  Corporation  outstanding  and  entitled to
         vote on this amendment to the Articles of  Incorporation is 15,500,000.
         This  amendment  has  been  duly  approved  by a  majority  vote of the
         Corporation's  stockholders  holding at least a majority  of the issued
         and outstanding shares of capital stock of the Corporation  entitled to
         vote, by resolutions  duly adopted by Majority  Written  Consent of the
         Stockholders effective July __, 2003.

         The  undersigned  hereby  declares and  certifies  that the matters set
forth in the  foregoing  certificate  are true and correct to his  knowledge and
that this Certificate was executed on July __, 2003 at Irvine, California.



                                             ---------------------------------
                                             Walter Grieves,
                                             President and Secretary


                                       2
<PAGE>



STATE OF CALIFORNIA     )
                        )  ss.
COUNTY OF ORANGE        )

On July  __,  2003,  before  me,  _______________,  personally  appeared  Walter
Grieves,  personally  known to me (or proved to me on the basis of  satisfactory
evidence) to be the person whose name is subscribed to the within instrument and
acknowledged  to me that he  executed  the same in their  respective  authorized
capacity,  and that by his signature on the  instrument the person or the entity
upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.


                                        ------------------------------
                                        Notary Public

(Seal)
                                      
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