SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
Check the
appropriate box:
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¨
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Preliminary
Information Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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x
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Definitive
Information Statement
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C2 GLOBAL TECHNOLOGIES
INC.
(Name of
Registrant As Specified In Charter)
Payment
of Filing Fee (Check the appropriate box):
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¨
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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1)
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Title
of each class of securities to which transaction applies:
N/A
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2)
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Aggregate
number of securities to which transaction applies:
N/A
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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):
N/A
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4)
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Proposed
maximum aggregate value of transaction:
N/A
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¨
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Fee
paid previously with preliminary
materials.
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¨
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.
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1)
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Amount
Previously Paid:
N/A
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2)
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Form,
Schedule or Registration Statement No.:
N/A
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NOTICE
OF SHAREHOLDER ACTION BY WRITTEN CONSENT
To Our
Shareholders,
NOTICE IS HEREBY GIVEN to inform the
shareholders of record of shares of Common Stock and Series N Preferred Stock
(the “Voting Stock”), of C2 Global Technologies Inc. (the “Company,” “us,” or
“our”) as of the close of business on December 6, 2010 (the “Record Date”), that
our board of directors (the “Board of Directors”) adopted and recommended on
November 11, 2010 and shareholders of shares of Voting Stock constituting a
majority of the Company’s voting power as of the Record Date on December 10,
2010 voted in favor of resolutions which accomplished the
following:
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·
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Approved
the Articles of Amendment to our Amended and Restated Articles of
Incorporation to be filed with the Secretary of State of the State of
Florida to change the name of the Corporation to “Counsel RB Capital
Inc.”
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All necessary corporate approvals in
connection with the matters referred to herein have been obtained. The
accompanying Information Statement is furnished to all shareholders of Voting
Stock on the Record Date pursuant to Section 14(c) of the Securities Exchange
Act of 1934, as amended, and the rules thereunder solely for the purpose of
informing such shareholders of these corporate actions.
Our shareholders of Voting Stock of
record as of the close of business on the Record Date are entitled to receive
this Notice of Shareholder Action by Written Consent and the attached
Information Statement. We are mailing the Information Statement on or about
December 28, 2010 to such shareholders of record on the Record Date. The name
change will not become effective until at least twenty (20) days after the
initial mailing of this Information Statement.
WE ARE NOT ASKING YOU FOR YOUR PROXY
AND YOU ARE NOT REQUESTED TO SEND US ONE.
Because the written consent of the
shareholders of shares of Voting Stock constituting a majority of the Company’s
voting power satisfies the applicable shareholder voting requirement of the
Florida Business Corporation Act and our Amended and Restated Articles of
Incorporation and Bylaws, we are not asking for a proxy and you are not
requested to send us one.
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By
Order of the Board of Directors,
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/s/ Stephen A. Weintraub
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Stephen
A. Weintraub
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Chief
Financial Officer and Corporate
Secretary
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Toronto,
Ontario
December
28, 2010
C2
GLOBAL TECHNOLOGIES INC.
1 Toronto
Street
Suite
700, P.O. Box 3
Toronto,
ON M5C 2V6
(416)
866-3000
INFORMATION
STATEMENT
This information statement (the
“Information Statement”) is being furnished on or about December 28, 2010 (the
“Mailing Date”) to all shareholders of record of Common Stock and Series N
Preferred Stock (the “Voting Stock”) of C2 Global Technologies Inc.
(the “Company,” “us,” or “our”), in connection with resolutions of the board of
directors of the Company (the “Board of Directors”) and the written consent of
the shareholders of shares of Voting Stock constituting a majority of the
Company’s voting power adopting a change of the name of the Company to “Counsel
RB Capital Inc.” The name change was approved pursuant to the written consent of
the shareholders of shares of Voting Stock constituting a majority of the
Company’s voting power, dated as of December 10, 2010, and as reflected in the
Company’s books and records as of such date. This Information Statement also
refers to the approval of the Articles of Amendment to our Amended and Restated
Articles of Incorporation (the “Amendment”) to effect the name change. The
action to be taken pursuant to the written consent shall be made effective
twenty (20) days after the initial mailing of this Information Statement. A copy
of the Amendment is attached as
Exhibit A
to this
Information Statement.
The Board of Directors approved the
adoption of the name change on November 11, 2010, as it believes that such
actions are in the best interests of the Company. Shareholder approval of the
adoption of the name change and the Amendment was effected pursuant to Section
607.0704 of the Florida Business Corporation Act (the “FBCA”) by a written
consent dated December 10, 2010, and effective December 20, 2010, that was
signed by the owners of 20,644,481 shares, or (90.8%) of our issued and
outstanding Voting Stock on the Record Date (the “Consent”). As of December 6,
2010, we had outstanding 22,718,080 shares of Common Stock, each of which
entitles its holder to one vote on each matter submitted to a vote of
shareholders, and 592 shares of Series N Preferred Stock, each of which entitles
its holder to 40 votes on each matter submitted to a vote of
shareholders.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
The name change and the Amendment are
authorized by Section 607.0704 of the FBCA, which provides that the written
consent of shareholders holding at least a majority of the voting power may be
substituted for the vote of shareholders at a special or annual meeting. This
Information Statement constitutes notice to each shareholder who has not
consented in writing to the name change pursuant to Section 607.0704(3) of the
FBCA. In order to eliminate the costs and management time involved in holding a
special or annual meeting and in order to effect or ratify the name change and
the Amendment as early as possible in order to accomplish the purposes of the
Company as hereafter described, the Company decided to utilize the written
consent of shareholders holding a majority of the voting power of the
Company.
Our Board of Directors does not intend
to solicit any proxies or consents in connection with the foregoing actions.
This Information Statement is furnished only to inform shareholders of the
Company of the above actions taken by written consent (i) in accordance with
Section 607.0704(3) of the FBCA and (ii) before such action takes effect in
accordance with the Securities Exchange Act of 1934, as amended from time to
time (the “Exchange Act”).
OUTSTANDING
SHARES AND VOTING RIGHTS
As of December 6, 2010, there were
22,718,080 shares of Common Stock and 592 shares of Series N Preferred Stock
issued and outstanding.
Each share of Common
Stock entitles its holder to one vote on each matter submitted to the
shareholders for a vote. Each share of Series N Preferred Stock entitles its
holder to 40 votes.
Notwithstanding the
foregoing, however, because consenting shareholders of Voting Stock holding at
least a majority of the Company’s voting power have voted in favor of the
foregoing proposals by resolution, dated December 10, 2010, and have sufficient
voting power to approve such proposals through their ownership of Voting Stock,
no other shareholder consents will be solicited in connection with this
Information Statement.
Our principal executive offices are
located at the address indicated above. This Information Statement will be
mailed on or about December 28, 2010 to shareholders of record of Voting Stock
as of the close of business on December 6, 2010 (the “Record Date”). It is
contemplated that brokerage houses, custodians, nominees and fiduciaries will be
requested to forward this Information Statement to the beneficial owners of our
Voting Stock held of record by such persons and that we will reimburse them for
their reasonable expenses incurred in connection therewith. The expenses of
mailing this Information Statement will be borne by us, including expenses in
connection with the preparation and mailing of this Information Statement and
all documents that now accompany or may hereafter supplement it.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth
information regarding the ownership of our Common Stock as of December 6, 2010
by: (i) each director; (ii) each of its named executive officers; (iii) all
executive officers and directors of the Company as a group; and (iv) all those
known by us to be beneficial owners of more than five percent of our Common
Stock. As of December 6, 2010, there were 22,718,080 shares of Common
Stock and 592 shares of Series N Preferred Stock issued and
outstanding.
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Name and Address of
Beneficial Owner (1)
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Number of Shares
Beneficially Owned
(2)
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Percentage
of Common Stock
Beneficially Owned
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Allan
C. Silber
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300,000
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(3)
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1.3
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%
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Hal
B. Heaton
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48,500
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(4)
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*
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%
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Henry
Y.L. Toh
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47,913
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(4)
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*
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%
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Samuel
L. Shimer
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45,000
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(5)
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*
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%
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David
L. Turock
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7,500
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(4)
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*
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%
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Stephen
A. Weintraub
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75,000
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(6)
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*
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%
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Counsel
Corporation (“Counsel”) and subsidiaries
1
Toronto Street, Suite 700, P.O. Box 3
Toronto,
Ontario M5C 2V6
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20,644,481
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90.9
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%
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All
Executive Officers and Directors as a Group (6 people)
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523,913
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2.3
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%
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*
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Indicates less than one
percent
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(1)
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Unless otherwise noted, all
listed shares of Common Stock are owned of record by each person or entity
named as beneficial owner and that person or entity has sole voting and
dispositive power with respect to the shares of Common Stock owned by each
of them. All addresses are c/o C2 Global Technologies Inc.
unless otherwise indicated.
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(2)
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As to each person or entity named
as beneficial owners, that person’s or entity’s percentage of ownership is
determined based on the assumption that any options or convertible
securities held by such person or entity which are exercisable or
convertible within 60 days have been exercised or converted, as the case
may be.
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(3)
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Represents shares of Common Stock
issuable pursuant to options. Mr. Silber is Chairman, Chief
Executive Officer and President of Counsel, and a beneficial owner of
approximately 7,755,877 shares or 12.1% of the outstanding Common Stock
(11.0% of the outstanding voting shares) of Counsel. Mr. Silber
disclaims beneficial ownership of the shares of C2’s Common Stock
beneficially owned by
Counsel.
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(4)
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Represents shares of Common Stock
issuable pursuant to
options.
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(5)
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Represents shares of Common Stock
issuable pursuant to options. Mr. Shimer is a beneficial owner
of 819,011 shares in Counsel, which represents a 1.3% beneficial ownership
of Counsel. Mr. Shimer disclaims beneficial ownership of the shares of
C2’s Common Stock beneficially owned by
Counsel.
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(6)
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Represents shares of Common Stock
issuable pursuant to options. Mr. Weintraub is Executive Vice
President, Secretary and Chief Financial Officer of Counsel and a
beneficial owner of 466,901 shares in Counsel, which represents less than
1% beneficial ownership of Counsel. Mr. Weintraub disclaims
beneficial ownership of the shares of C2’s Common Stock beneficially owned
by Counsel.
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There are
no arrangements, known to the Company, including any pledge by any person of
securities of the registrant or any of its parents, the operation of which may
at a subsequent date result in a change of control of the
registrant.
NAME
CHANGE
General
The Board of Directors adopted and
recommended on November 11, 2010, and shareholders of shares of Voting Stock
constituting a majority of the Company’s voting power approved pursuant to the
written consent dated as of December 10, 2010, and effective December 20, 2010,
the name change to “Counsel RB Capital Inc.” and the Amendment. The Board of
Directors approved the adoption of the name change and the Amendment because it
believes the corporate actions are in the best interests of the Company and its
shareholders.
Vote
Required
The name change and the Amendment
requires the approval by holders of shares of Voting Stock constituting a
majority of the Company’s voting power who are present, or represented, and
entitled to vote thereon, at a special or annual meeting of our shareholders.
Section 607.0704 of the FBCA provides that the written consent of shareholders
holding at least a majority of the voting power may be substituted for such a
special or annual meeting. The Board of Directors fixed the close of business on
December 6, 2010 as the record date for determining the shareholders entitled to
vote upon and receive notice of the above noted action.
Distribution
and Costs
We will pay all costs associated with
the distribution of this Information Statement, including the costs of printing
and mailing. In addition, we will only deliver one Information Statement to
multiple shareholders sharing an address, unless we have received contrary
instructions from one or more of the shareholders. Also, we will promptly
deliver a separate copy of this Information Statement and future shareholder
communication documents to any shareholder at a shared address to which a single
copy of this Information Statement was delivered, or deliver a single copy of
this Information Statement and future shareholder communication documents to any
shareholder or shareholders sharing an address to which multiple copies are now
delivered, upon written request to us at our address noted above. Shareholders
may also address future requests regarding delivery of Information Statements
and/or annual reports by contacting us at the address noted above.
Dissenters’
Right of Appraisal
Shareholders do not have the statutory
right to dissent and obtain an appraisal of their shares under Florida law in
connection with the name change.
Reason
for Name Change
The name change to Counsel RB Capital
Inc. will more closely identify the Company with its primary business, which
consists of the acquisition and disposition of distressed and surplus assets
throughout the United States and Canada through the Company’s subsidiary,
Counsel RB Capital LLC.
Effective
Date
The name change is expected to be made
effective on or after January 17, 2011 when we will file the Articles of
Amendment with the Florida Secretary of State.
ADDITIONAL
INFORMATION
The Company has received no indication
from any of its directors or non-employee directors of any intent to oppose any
action to be taken by the Company. There have been no proposals for action
submitted to the Company by any shareholders other than the proposal that is the
subject of this Information Statement.
Exhibit
A
ARTICLES
OF AMENDMENT TO
THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
C2
GLOBAL TECHNOLOGIES INC.
Pursuant to the Amended and Restated
Articles of Incorporation of C2 Global Technologies Inc. (the “Corporation”) as
amended (the “Articles of Incorporation”) and the provisions of Section 607.1003
of the Florida Business Corporation Act (the “Act”), the Board of
Directors recommended and the shareholders of the Corporation have approved the
following amendment to the Articles of Incorporation:
1. Article
I of the Articles of Incorporation is hereby amended and restated in its
entirety as follows:
“Article
I. The name of the corporation is Counsel RB
Capital Inc.”
2. As
permitted by Section 607.0704 of the Act, shareholder approval was obtained by
written consent of shareholders holding a majority of the outstanding stock of
the Corporation and without a meeting. A copy of such written consent is
attached hereto and is being filed with this amendment.
IN WITNESS WHEREOF, the Corporation has
caused these Articles of Amendment of the Articles of Incorporation to be
executed by its authorized officer this ____ day of _________,
20__.
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C2
GLOBAL TECHNOLOGIES INC.
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By:
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Stephen
A. Weintraub
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Chief
Financial Officer and
Corporate
Secretary
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