-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kiv2yCqRby1Sb/f4xAgH7SwdmJGxyPDsINw8PqC3dLkmfF9QAlk/IWzWn8pJ3t7f ulQr8YZ8Sk+cFmO6zgeomw== 0000939802-04-000202.txt : 20040408 0000939802-04-000202.hdr.sgml : 20040408 20040408151943 ACCESSION NUMBER: 0000939802-04-000202 CONFORMED SUBMISSION TYPE: PRE 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040405 FILED AS OF DATE: 20040408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KLEVER MARKETING INC CENTRAL INDEX KEY: 0000866439 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 363688583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-18730 FILM NUMBER: 04724775 BUSINESS ADDRESS: STREET 1: 350 WEST 300 SOUTH SUITE 201 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 BUSINESS PHONE: 8013221221 MAIL ADDRESS: STREET 1: 350 WEWT SOUTH SUITE 201 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 FORMER COMPANY: FORMER CONFORMED NAME: VIDEOCART INC DATE OF NAME CHANGE: 19930328 PRE 14C 1 schedule14c040804.txt Information Statement Pursuant to Section 14(c) Of the Securities Exchange Act of 1934 Preliminary Information Statement Date: April 5, 2004 KLEVER MARKETING, INC. 350 WEST 300 SOUTH, SUITE 201 SALT LAKE CITY, UTAH 84101 Payment of Filing Fee No Fee Required INFORMATION STATEMENT CONCERNING AMENDMENT OF CERTIFICATE OF INCORPORATION General The following is information given by KLEVER MARKETING, INC., a Delaware corporation (the "Company"), to its shareholders prior to seeking the consent of the shareholders pursuant to Section 228(a) of the Delaware General Corporation Law to amendment of the Company's Certificate of Incorporation to increase the number of authorized shares. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY Voting Rights and Outstanding Shares As of March 26, 2004 (the "Record Date"), the Company had 45,587,919 shares of Stock issued and outstanding, comprised of 35,351,267 shares of common stock, par value $.01 per share (the "common stock"), and 5,493,727 Class A, 2,789,956 Class B and 1,952,969 Class C Convertible preferred stock, par value $.01 per share (the "preferred Stock"). Holders of common stock are entitled to one vote for each such share so held of record. Holders of preferred Stock are entitled to one vote for each share of common stock into which such preferred Stock is convertible. [Each share of preferred Stock is convertible into one (1) share of common stock.] Stockholders of record at the close of business on the Record Date are entitled to vote on the proposal to amend the Certificate of Incorporation.. A written consent signed by the holders of a majority of the total number of shares issued and outstanding on the Record Date will constitute approval by the Stockholders of the proposed amendment. Abstentions and "broker non-votes" (which occur if a broker or other nominee does not have discretionary authority and has not received voting instructions from the beneficial owner with respect to the particular item) are counted for purposes of determining whether or not a majority of the share of Stock entitled to vote has signed written consents in favor of the amendment of the Certificate of Incorporation. - -------------------------------------------------------------------------------- PROPOSAL TO AMEND TO CERTIFICATE OF INCORPORATION - -------------------------------------------------------------------------------- On March 30, 2004 the Board of Directors considered, and approved for recommendation to the stockholders, an amendment to the Certificate of Incorporation. The Certificate of Incorporation, as currently in force, provides that the Company is authorized to issue up to 50,000,000 shares of common stock, par value $.01 per share. The proposed amendment provides for an increase in the number of shares of common stock the Company would be authorized to issue in the future, from 50,000,000 shares to 250,000,000 shares. This increase is needed to provide sufficient authorized common stock for the current and future needs of the Company. The Board of Director's recommendation was based upon two reasons. First, although there are currently 35,351,267 shares of common stock issued and outstanding, the number of shares of common stock that would be required to be issued if all options, preferred and debt conversion rights and Stock Incentive Plan shares (collectively "Prospective Stock Rights")were exercised exceeds the currently authorized 50,000,000 shares by 14,026,562 shares. Thus, an increase in authorized common stock is needed to provide for these Prospective Stock Rights . Second, the Company is in the process of seeking additional equity capital investments in connection with both short term and long term financing transactions. If the Company are successful in securing additional investments in the Company ,the issuance of addition shares of common stock will be required However, the Board of Directors anticipates that both the short and long term financing may require at least an additional 100,000,000 shares of stock In addition, it is the Board of Directors' recommendation that the Company have a number of additional authorized shares in reserve for unknown contingencies. Hence, the Board of Directors recommends the increase in the number of authorized shares from 50,000,000 to 250,000,000 shares. Consent Required for Approval. The written consent of a majority of the shares of the issued and outstanding Stock entitled to vote is required to approve the proposal to amend the Certificate of Incorporation. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of March 26, 2004, certain information regarding the ownership of the Company's common stock and preferred Stock by: (1) all those known by the Company to be beneficial owners of more than five percent of the outstanding shares of the Company's Common and preferred stock, who are not directors, nominees for director, or executive officers; (2) each director and nominee for director; (3) each of the executive officers; and (4) all directors and executive officers of the Company as a group. KLEVER MARKETING PRINCIPAL SHAREHOLDERS BENEFICIAL OWNERSHIP 3/26/2004 Common Shares Issuable Upon Conversion of:
Total (Fully Diluted) Outstanding Convertible Total Option & Accrued, Beneficial Beneficial Common Preferred Votable Convertible Warrant but Unpaid Ownership Ownership Shares Shares(1) Shares Debt(1) Shares Dividend (Fully Diluted) Percentage TOP HOLDERS Olson Foundation & Affiliated Entities 2,835,130 4,982,065 7,817,195 9,384,260 735,722 287,413 18,224,590 32.56% Olson Holdings 759,765 3,786,369 4,546,134 0 3,060 130,668 4,679,862 10.24% Estate of PDO 951,762 0 951,762 0 512,000 0 1,463,762 3.18% Olson Legacy Trust 1,171,850 0 1,171,850 0 84,510 0 1,256,360 2.75% Presidio 94,858 438,422 533,280 8,521,821 0 4,843 9,059,944 16.76% Paul Begum & Affiliated Entities 3,113,660 159,426 3,273,086 0 237,000 5,534 3,515,620 7.67% Seabury Entities 0 5,095,161 5,095,161 1,427,618 412,936 232,527 7,168,243 15.05% Warner 2,526,574 0 2,526,574 10,597 661,335 0 3,198,506 6.91% Primavera 3,252,771 0 3,252,771 0 0 0 3,252,771 7.14% Arbinger 3,490,756 0 3,490,756 42,386 97,176 0 3,630,319 7.94% DIRECTORS AND OFFICERS Bailey & Affiliated Entities 3,244,914 0 3,244,914 0 520,000 0 3,764,914 8.17% D. Paul Smith 1,041,301 0 1,041,301 13,188 1,309,813 0 2,364,302 5.04% Michael L. Mills 951,762 0 951,762 0 512,000 0 1,463,762 3.18% Richard J. Trout 65,645 0 65,645 0 1,028,278 0 1,093,922 2.35% William J. Dupre 400,000 0 400,000 0 200,000 0 600,000 1.31% Daniel L. Warner 0 0 0 0 100,000 0 100,000 0.22%
NOTES: (1) Number of common shares issuable upon conversion of preferred stock and debt are estimated based on the conversion formulas applicable to those securities. Current adjusted conversion prices for preferred shares are $0.2509 for Class A, $0.2509 for Class B and $0.2509 for Class C. The adjusted conversion price for preferred shares is current as of the date written above. All convertible debt assumed converted. Dividends on preferred shares are undeclared, but accrue to date. By Order of the Board of Directors /s/D. Paul Smith Corporate Secretary Salt Lake City, Utah April 5, 2004 -----END PRIVACY-ENHANCED MESSAGE-----