UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities

Exchange Act of 1934

Check the appropriate box:

[   ] Preliminary Information Statement

 

[X] Definitive Information Statement

 

[   ] Confidential, For Use of the Commission Only

      (as permitted by Rule 14c-5(d)(2))

 

SUMMIT NETWORKS, 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 14c5(g) and 0-11.

 

(1) Title of each class of securities to which transaction applies:

Not Applicable

(2) Aggregate number of securities to which transaction applies:

Not Applicable

(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):

Not Applicable

(4) Proposed maximum aggregate value of transaction:

Not Applicable

(5) Total fee paid:  

Not Applicable

[  ] 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:

Not Applicable

(2) Form, Schedule or Registration Statement No.

Not Applicable

(3) Filing Party:

Not Applicable

(4) Date Filed:

Not Applicable


-1-


INFORMATION STATEMENT

Relating to the Amendment of our Articles of Incorporation


Summit Networks, Inc.

3A, Kingswell Commercial Tower

171-173 Lockhard Road

Wanchai, Hong Kong

 

Dear Summit Networks Shareholders:

 

NOTICE IS HEREBY GIVEN that we have received written consents in lieu of a meeting from stockholders representing a majority of our outstanding shares of voting stock approving the following actions:

 

1) Approval of an amendment of our Articles of Incorporation to increase the number of our authorized shares.

 

Prior to the mailing of this Information Statement, certain shareholders who represent a majority of our outstanding voting shares, signed written consents approving the actions listed above on the terms described herein (the “Actions”). As a result, the Actions have been approved and neither a meeting of our stockholders nor additional written consents are necessary. We are not asking you for a Proxy and you are requested not to send us a Proxy .  The Actions will be effective twenty (20) days from the mailing of the Information Statement, which is expected to take place on July 5, 2019, and such Actions will result in the following:

 

1) The Articles of Incorporation will be amended to increase the Company’s authorized shares of preferred stock from 5,000,000 shares to 10,000,000 shares and the common shares from 70,000,000 to 500,000,000 both with a par value of $.001. The preferred shares are blank check preferred and they may be issued with the preferences determined by the Board of Directors.

 

The Company will pay all costs associated with the distribution of the Information Statement, including the cost of printing and mailing. The Company will reimburse brokerage and other custodians, nominees and fiduciarie s for reasonable expenses incurred by them in sending out the Information Statement to the beneficial owners of the Company’s common stock.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS:  NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN, AND NO PROXY OR VOTE IS SOLICITED BY THIS NOTICE. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ACTIONS, DESCRIBED MORE SPECIFICALLY BELOW, HAVE ALREADY BEEN APPROVED BY WRITTEN CONSENT OF HOLDERS OF A MAJORITY OF THE OUTSTANDING VOTING SHARES OF THE COMPANY. A VOTE OF THE REMAINING SHAREHOLDERS IS NOT NECESSARY.

 

By Order of the Board of Directors,


/s/Chi Ming Tso

Chi Ming Tso, C.E.O.


-2-


PROPOSAL TO AMEND THE COMPANY’S ARTICLES OF INCORPORATION

TO INCREASE ITS AUTHORIZED SHARES

General

Our Board of Directors has unanimously approved and a majority of our shareholders have voted for an amendment to the Company’s Articles of Incorporation which increases our total number of authorized shares from 70,000,000 common shares, with a par value of $.001 per share, and 5,000,000 shares of preferred stock with a par value of $.001 per share, to 500,000,000 shares of common stock and 10,000,000 preferred shares, each with a par value of $.001 (the “Amendment”).  As of June 6, 2019, there were approximately 6,104,999 common shares outstanding and no shares of preferred stock outstanding.

Reason for the Amendment

The Board of Directors and the shareholders, deem it advisable to increase the number of our authorized shares in order to provide us with increased flexibility in structuring possible future financings and acquisitions, to provide securities convertible into common stock, and to meet other corporate needs which might arise. Neither the Board of Directors nor our management is aware of any specific effort to accumulate our securities or to obtain control over us by means of a merger or tender offer.

The Company’s existing Articles of Incorporation authorize 70,000,000 common shares, with a par value of $.001, and 5,000,000 shares of preferred stock with a par value of $.001. The proposed Amendment increases the number of preferred shares the Company is authorized to issue to 10,000,000, and the authorized number of common stock will be increased to 500,000,000, with a par value of $.001.  The Board may, by resolution adopted and filed with the Nevada Secretary of State in the manner provided by law, authorize one or more classes or series of preferred stock and fix the relative rights and preferences of each such class or series. These shares will be available for issuance by the Board at such time and for such purposes as the Board may deem advisable without further action by the shareholders, except as may be required by law or regulatory authorities.

Approval of an increase in the authorized number of preferred shares generally empowers the directors of the Company to issue additional preferred shares without giving notice to the shareholders or obtaining their approval, except in certain circumstances, such as in connection with the adoption of certain employee benefit plans.

Existing Anti-Takeover Provisions

The proposal to increase the authorized number of preferred and common shares is not submitted in response to any attempt to accumulate stock or threatened takeover. However, the increase in the number of authorized shares could, under certain circumstances, be construed as having an anti-takeover effect by, for example, diluting the stock ownership of shareholders and possibly making it more difficult to effect a change in the composition of the Board of Directors through the removal or addition of directors, or to accomplish a given transaction that may be in the shareholders’ interests. Further, the dilutive effect may limit the participation of shareholders in a merger or similar business combination, whether or not such transaction is favored by our management.


-3-

Preferred Shares

The proposed amendment would authorize the Board of Directors, without any further stockholder action (unless such action is required in a specific case by applicable laws or regulations or by applicable rules of a trading market or stock exchange), to issue from time to time  an increased number shares of Common shares and Preferred shares in one or more series, to determine the number of shares to be included in any series and to fix the designation, voting power, other powers, preferences and rights of the shares of each series and any qualifications, limitations or restrictions of the series.

Any series of Preferred Stock could, as determined by our Board of Directors at the time of issuance, rank, with respect to dividends, voting rights, redemption and liquidation rights, senior to the Company’s common stock.

In the Board of Directors’ opinion, the primary reason for authorizing additional Preferred shares is to provide flexibility for the Company’s capital structure. The Board of Directors believes that this flexibility is necessary to enable it to tailor the specific terms of a series of Preferred shares that may be issued to meet market conditions and financing opportunities as they arise, without the expense and delay that would be entailed in calling a stockholders meeting to approve the specific terms of any series of Preferred shares.

 

The Preferred shares may be used by the Company for any proper corporate purpose. Such purposes might include, without limitation, issuance in public or private sales for cash as a means of obtaining additional capital for use in our business and operations. Other purposes could include issuances in connection with the acquisition of other businesses or properties.

Effects of Authorization of Preferred Shares

It is not possible to state the precise effects of the authorization of the Preferred and Common shares on the rights of the holders of our common stock until the Board of Directors determines the respective preferences, limitations, and relative rights of the holders of the class as a whole or of any series of the Preferred stock. Such effects might include:

i. reduction of the amount that otherwise might be available for the payment of dividends on common stock to the extent dividends are payable on any issued Preferred stock;

ii. restrictions on dividends on the common stock;

iii. rights of any series or the class of Preferred stock to vote separately, or to vote with the common stock;

iv. conversion of the Preferred stock into common stock at such prices as the Board of Directors determines, which could include issuance at below the fair market value or original issue price of the common stock, diluting the book value or per share value of the outstanding Common Stock; and

v. the holders of common stock not being entitled to share in the Company’s assets upon liquidation until satisfaction of any liquidation preference granted to holders of the preferred stock.



-4-


NO DISSENTERS RIGHTS

 

Under Nevada law you are not entitled to dissenters rights with respect to the amendment of the Articles of Incorporation to increase the number of shares of authorized preferred stock.


AMENDMENT TO THE ARTICLES OF INCORPORATION

 

Article II of the Articles of Incorporation will be amended to increase the number of authorized preferred shares.  The Amended and Restated Articles of Incorporation will be filed with the Secretary of State of Nevada.  After the filing, the Company will have 500,000,000 authorized shares of common stock and 10,000,000 authorized shares of Preferred Stock.


RECOMMENDATION OF THE BOARD OF DIRECTORS


For the reasons set forth above, we believe that the increase in the authorized shares of common and preferred stock is in the best interest of the Company and its shareholders and, therefore the Board recommended and the shareholders vote for this proposal.

 

Documents Incorporated by Reference

Our Annual Report on Form 10-K for the year ended July 31, 2018 and our Quarterly Reports on Form 10-Q for the periods ended October 31, 2018, January 31, 2019 and April 30, 2019 are incorporated by reference herein.

 

Copies of Annual and Quarterly Reports

 

We will furnish a copy of our Annual Report on Form 10-K for the year ended July 31, 2018, and our Quarterly Reports on Form 10-Q for the periods ending October 31, 2018, January 31, 2019 and April 30, 2019; and any exhibit referred to therein without charge to each person to whom this Information Statement is delivered upon written or oral request by first class mail or other equally prompt means within one business day of receipt of such request. Any request should be directed to our corporate secretary at the above address.

Exhibits Index

Exhibit 3(i)- Articles of Amendment to the Articles of Incorporation

 


End of Filing

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF SUMMIT NETWORKS, INC.


I.

The name of the Corporation shall be:

 

Summit Networks, Inc.

II.


The total number of shares of all classes which the Corporation has authority to issue is 510,000,000, of which 500,000,000 shares shall be designated as "Common Stock" with a par value of $.001 per share, and 10,000,000 shares shall be designated as "Preferred Stock" with a par value of $.001 per share.

 

The designations and the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the shares of each class of stock are as follows:

 

A. Preferred Stock

The Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more series.  The description of shares of Preferred Stock, including any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption shall be as set forth in resolutions adopted by the Board of Directors, and Articles of Amendment shall be filed as required by law with respect to issuance of such Preferred Stock, prior to the issuance of any shares of Preferred Stock.

 

The Board of Directors is expressly authorized, at any time, by adopting resolutions providing for the issuance of, dividing of such shares into series or providing for a change in the number of, shares of any Preferred Stock and, if and to the extent from time to time required by law, by filing Articles of Amendment which are effective without Shareholder action to increase or decrease the number of shares included in the Preferred Stock, but not below the number of shares then issued, and to set or change in any one or more respects the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms and conditions of redemption relating to the shares of Preferred Stock.  Notwithstanding the foregoing, the Board of Directors shall not be authorized to change the rights of holders of the Common Stock of the Corporation to vote one vote per share on all matters submitted for shareholder action.  The authority of the Board of Directors with respect to the Preferred Stock shall include, but not be limited to, setting or changing the following:


-1-

1. the annual dividend rate, if any, on shares of Preferred Stock, the times of payment and the date from which dividends shall be accumulated, if dividends are to be cumulative;

2. whether the shares of Preferred Stock shall be redeemable and, if so, the redemption price and the terms and conditions of such redemption;

3. the obligation, if any, of the Corporation to redeem shares of Preferred Stock pursuant to a sinking fund;

4. whether shares of Preferred Stock shall be convertible into, or exchangeable for, shares of stock of any other class or classes and, if so, the terms and conditions of such conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;

5. whether the shares of Preferred Stock shall have voting rights, in addition to the voting rights provided by law, and, if so, the extent of such voting rights;

6. the rights of the shares of Preferred Stock in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Corporation; and

7. any other relative rights, powers, preferences, qualifications, limitations or restrictions thereof relating to the Preferred Stock.


The shares of Preferred Stock of any one series shall be identical with each other in all respects except as to the dates from and after which dividends thereon shall cumulate, if cumulative.


B. COMMON STOCK


Subject to all of the rights of the Preferred Stock as expressly provided herein, by law or by the Board of Directors pursuant to this Article II, the Common Stock of the Corporation shall possess all such rights and privileges as are afforded to capital stock by applicable law in the absence of any express grant of rights or privileges in the Corporation's Articles of Incorporation, including, but not limited to, the following rights and privileges:

(1) dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends;

 

(2) the holders of Common Stock shall have the unlimited right to vote for the election of directors and on all other matters requiring stockholder action, each share being entitled to one vote; and

(3) upon the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation the net assets of the Corporation available for distribution shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests.


-2-


III.


The governing board of the Corporation shall be styled as a "Board of Directors", and any member of said Board shall be styled as a "Director."  


The number of directors of the corporation may be increased or decreased in the manner provided in the Bylaws of the corporation; provided, that the number of directors shall never be less than one.  In the interim between elections of directors by stockholders entitled to vote, all vacancies, including vacancies caused by an increase in the number of directors and including vacancies resulting from the removal of directors by the stockholders entitled to vote which are not filled by said stockholders, may be filled by the remaining directors, though less than a quorum.

 

IV.


The personal liability of the directors of the Corporation to the Corporation and its shareholders are hereby eliminated to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented.  

V.


The Corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify un­der said Law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockhold­ers or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.  

 

VI.

 

The Board of Directors of the Corporation may, from time to time, and at its discretion, cause the Corporation to purchase its own shares and such shares may be reissued by the Corporation.


-3-


VII.


The Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation in the manner now or here­after prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.  


VIII.


The Board of directors is hereby authorized to make Non Material changes to these Articles of Incorporation and to take any and all actions without shareholder approval, which are allowed by the General Corporation Law of the state of Nevada.  “Non Material” for the purpose of this paragraph shall be construed to mean a change that does not affect the rights or benefits of the shareholders.


IN WITNESS WHEREOF, the undersigned does hereby set his hand and seal this ____ day of May, 2019.


/s/Chi Ming Tso

Tso Chi Ming

President and CEO

 

-4-