SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by a Party Other than the Registrant [ ]
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[X] Preliminary Proxy Materials [ ] Confidential, For Use of the Commission
[ ] Definitive Proxy Statement only (as permitted by Rule 14a-6(e)(2)
[ ] Definitive Additional Materials
[ ] Soliciting Material Under
Rule 14a-12
Transportation Logistics Int'l, Inc.
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(Name of Registrant as Specified in its Charter)
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(Name of Person Filing Proxy Statement, if Other Than the Registrant)
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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
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PROXY
TRANSPORTATION LOGISTICS INT'L, INC.
SOLICITED BY THE BOARD OF DIRECTORS
For use at the November 8, 2004 Special Meeting
The undersigned hereby appoints Michael Margolies and Michael Gilbert as
Proxies and each with power of substitution, who shall be present at the
meeting to vote all of the shares of the undersigned as follows:
(1) PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZES SHARES OF COMMON STOCK TO
500,000,000.
/ / FOR / / AGAINST / / ABSTAIN
(2) PROPOSAL TO EFFECT A REVERSE SPLIT OF THE OUTSTANDING COMMON STOCK IN A
RATIO WITHIN THE RANGE BETWEEN 1-TO-10 AND 1-TO-50, WITH THE RATIO TO BE
SELECTED AND IMPLEMENTED BY THE CORPORATION'S BOARD OF DIRECTORS, IN ITS
SOLE DISCRETION, IF AT ALL, AT ANY TIME PRIOR TO JUNE 30, 2005.
/ / FOR / / AGAINST / / ABSTAIN
(3) PROPOSAL TO CHANGE THE NAME OF THE CORPORATION TO "GLOBAL CONCEPTS,
LTD."
/ / FOR / / AGAINST / / ABSTAIN
and in their discretion upon such other business as may be properly brought
before the Special Meeting of Shareholders of TRANSPORTATION LOGISTICS INT'L,
INC. to be held at the offices of Transportation Logistics Int'l, Inc., 136
Freeway Drive East, East Orange, New Jersey on November 8, 2004 at 10:00 a.m.
local time, and any adjournments thereof. This proxy revokes all prior
proxies given by the undersigned.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE PROPOSALS.
Date:_________________________
Signature:____________________
Print Name:___________________
Signature:____________________
(if jointly held)
IMPORTANT: Please sign exactly as name appears on your stock certificate.
Joint owners should both sign. When signing as executor, trustee, guardian,
attorney or officer of a corporation, give title as such. If a partnership,
please sign in partnership name.
PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY IN THE ENCLOSED ENVELOPE.
TRANSPORTATION LOGISTICS INT'L, INC.
136 Freeway Drive East
East Orange, NJ 07018
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 8, 2004
A Special Meeting of the Shareholders of Transportation Logistics Int'l,
Inc. ("Transportation Logistics") will be held on November 8, 2004 at the
offices of Transportation Logistics Int'l, Inc., 136 Freeway Drive East, East
Orange, New Jersey at 10:00 A.M., local time, for the following purposes:
(1) To vote upon a proposal to increase to 500,000,000 the number of
authorized common shares;
(2) To vote upon a proposal to effect a reverse split of the outstanding
common stock in a ratio within the range between 1-to-10 and 1-to-50,
with the ratio to be selected and implemented by the corporation's
board of directors, in its sole discretion, if at all, at any time
prior to June 30, 2005;
(3) To vote upon a proposal to change the name of the Corporation to
"Global Concepts, Ltd.; and
(4) To transact such other business as may properly come before the
meeting.
Stockholders of record as of the close of business on September 24,
2004 will be entitled to vote at the meeting.
Enclosed is a proxy statement and form of proxy. Shareholders who do
not expect to attend the Special Meeting are requested to sign and return the
proxy in the enclosed envelope.
By Order of the Board of Directors
MICHAEL MARGOLIES,
Secretary
October 5, 2004
TRANSPORTATION LOGISTICS INT'L, INC.
136 Freeway Drive East
East Orange, NJ 07018
PROXY STATEMENT
This Proxy Statement is furnished to shareholders of TRANSPORTATION
LOGISTICS INT'L, INC. ("Transportation Logistics") in connection with the
solicitation by the Board of Directors of proxies to be used at a Special
Meeting of the Shareholders of Transportation Logistics. This Notice of
Special Meeting and Proxy Statement, and the accompanying proxy card have
been mailed to the shareholders on or after October 5, 2004 for the purpose
set forth in the notice of the Special Meeting.
If the enclosed form of proxy is executed and returned, it may
nevertheless be revoked at any time up until the time when it is voted by the
Proxy Committee. The proxy may be revoked by sending written revocation to
the Proxy Committee (c/o Transportation Logistics) or by making a proxy
bearing a later date or by appearing and voting at the Special Meeting. The
proxy is in ballot form and each shareholder may indicate approval or
disapproval as to the proposals identified in the proxy and accompanying
Notice of Special Meeting and as set forth and discussed in this Proxy
Statement. The proposals will be presented by the Board of Directors of
Transportation Logistics. Where a choice is specified with respect to a
proposal, the shares represented by the proxy will be voted in accordance with
the specification made. Where a choice is not so specified, the shares
represented by the proxy will be voted in favor of the proposal. The Proxy
Committee appointed by the Board of Directors consists of Michael Margolies
and Michael Gilbert.
VOTING SECURITIES OUTSTANDING
Stockholders of record entitled to vote will be determined as of the
close of business on September 24, 2004. At that date, there were outstanding
and entitled to vote 50,000,000 shares of common stock of Transportation
Logistics and 1,000,000 shares of Series B Preferred Stock of Transportation
Logistics (constituting the only classes of stock outstanding and entitled to
vote at the meeting). Each share of common stock entitles the holder thereof
to one vote; each share of Series B Preferred Stock entitles the holder
thereof to ten votes. Accordingly, the holders of all of the voting stock may
cast a total of 60,000,000 votes at the Shareholders Meeting.
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The following table sets forth the beneficial ownership of outstanding
shares of voting stock of Transportation Logistics as of September 24, 2004 by
any person who, to the knowledge of Transportation Logistics, owns
beneficially more than 5% of either class of the outstanding voting stock, by
each Transportation Logistics director, and by the directors and officers of
Transportation Logistics as a group. None of the persons identified below
owns any securities of Transportation Logistics other than the voting stock
listed below. All shares are owned of record and beneficially, except where
otherwise noted.
Name and Amount and Nature
Address of of Beneficial Ownership Percentage
Beneficial ------------------------------- of Voting
Owner (1) Common Series B Preferred Power
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Michael Margolies 7,497,439 (2) 1,000,000 29.2%
Stanley Chason 0 0 0%
All officers and
directors as a
group (2 persons) 7,497,439 (2) 1,000,000 29.2%
Kevin Waltzer 8,439,000 (3) 0 14.1%
14 Larkspur Lane
Newtown, PA 18904
(1) Except as otherwise noted, the address of each of these shareholders is
c/o Transportation Logistics Int'l, Inc., 136 Freeway Drive East, East
Orange, NJ 07018
(2) Includes 2,180,850 shares owned by the Margolies Family Trust. The
Trustee of the Margolies Family Trust is Mr. Margolies spouse, and the
beneficiaries of the Trust are his spouse and children.
(3) Includes 2,455,000 shares held by Lisa Waltzer, Mr. Waltzer's spouse.
* * * * *
PROPOSAL TO INCREASE THE AUTHORIZED COMMON SHARES
(Item #1 on the Proxy Card)
Proposal. The Board of Directors proposes that the certificate of
incorporation of Transportation Logistics be amended to authorize the Board to
issue 500,000,000 shares of common stock. This will represent an increase
from the 50,000,000 now authorized in the certificate of incorporation of
Transportation Logistics.
Reasons for Proposal. Our certificate of incorporation currently
authorizes the Board of Directors to issue 50,000,000 common shares. At
present, 50,000,000 common shares have been issued and remain outstanding.
So the Board has no ability at this time to use common stock for any purpose.
Transportation Logistics has not, to date, entered into any agreement to
issue the additional shares. The four primary purposes for which the
corporation needs additional authorized common stock are:
- to permit the Board of Directors to negotiate acquisitions in
which Transportation Logistics would issue common shares in
exchange for the capital stock or assets of the target company;
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- to enable Transportation Logistics to enter into arrangements for
the sale of its equity that are needed in order to fund the
implementation of its business plan;
- to enable the Board of Directors to recruit experienced management
by offering equity incentives; and
- to permit the holders of the Series B Preferred Stock to convert
into common shares when they so desire. The outstanding Series B
Preferred Stock is convertible into 10,000,000 common shares.
If the Proposal is approved and the certificate of incorporation is so
amended, the Board of Directors will be authorized to issue the additional
450,000,000 common shares without having to obtain the approval of
Transportation Logistics' shareholders. Colorado law requires that the Board
use its reasonable business judgment to assure that Transportation Logistics
obtains "fair value" when it issues shares. Nevertheless, the issuance of the
additional shares would dilute the proportionate interest of current
shareholders in Transportation Logistics. The issuance of the additional
shares could also result in the dilution of the value of shares now
outstanding, if the terms on which the shares were issued were less favorable
than the contemporaneous market value of Transportation Logistics common
stock.
The increase in the authorized common stock is not being done for the
purpose of impeding any attempt by any person to acquire control of
Transportation Logistics. Nevertheless, the power of the Board of Directors
to provide for the issuance of shares without shareholder approval has
potential utility as a device to discourage or impede a takeover of
Transportation Logistics. In the event that a non-negotiated takeover were
attempted, the private placement of stock into "friendly" hands, for example,
could make Transportation Logistics unattractive to the party seeking control
of Transportation Logistics. This would have a detrimental effect on the
interests of any stockholder who wanted to tender his or her shares to the
party seeking control or who would favor a change in control.
FOR THE REASONS INDICATED, THE BOARD RECOMMENDS THAT YOU VOTE "FOR"
APPROVAL OF THE INCREASE IN AUTHORIZED COMMON STOCK.
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PROPOSAL TO AUTHORIZE THE BOARD OF DIRECTORS TO IMPLEMENT A REVERSE SPLIT OF
THE COMMON STOCK
(Item #2 on the Proxy Card)
Proposal. The Board of Directors proposes that the Shareholders approve
an amendment to the certificate of incorporation to effect a consolidation
("reverse split") of the corporation's common stock. If the resolution is
approved, the Board of Directors will have the authority, in its sole
discretion, to select the exact consolidation ratio, provided that the ratio
may be no smaller than one post-reverse-split share for every fifty pre-
reverse-split shares. Approval of the resolution would give the Board of
Directors authority to implement the reverse stock split at any time prior to
June 30, 2005. No fractional shares or scrip will be issued if the reverse
split is implemented. Rather, shareholders who would otherwise be entitled to
a fractional share as a result of the Reverse Split will receive cash based on
the market price of Transportation Logistics common stock on the date the
Board of Directors implements the reverse stock split.
Reasons for Proposal. Transportation Logistics intends to seek
additional financing to fund its plan for continued growth. The Board of
Directors has reviewed various alternatives for additional financing and has
come to the conclusion that an increase in the market price of the common
stock may enhance the marketability of the common stock and so improve
Transportation Logistics'prospects for obtaining additional financing. It is
hoped that a reverse stock split will increase the per share market price of
the common stock.
Recently, the market price for Transportation Logistics' common stock
has been only pennies per share. Many brokerage firms are reluctant to
recommend lower-priced stocks to their clients. The policies and practices of
some brokerage houses tend to discourage individual brokers within those firms
from dealing in lower priced stocks. Additionally, the brokerage commission on
the purchase or sale of stock with a relatively low per share price generally
tends to represent a higher percentage of the sales price than the brokerage
commission charged on a stock with a relatively high per share price. The
Board of Directors believes that these issues are best addressed by an
increase in the inherent value per share of common stock that will occur as
a result of a reverse split.
The Board of Directors believes that shareholder approval of a range of
potential consolidation ratios (rather than a single consolidation ratio)
provides the Board of Directors with maximum flexibility to achieve the
desired results of the share consolidation. If the special resolution is
approved, the consolidation will be implemented, if at all, only upon a
determination by the Board of Directors that the consolidation is in the best
interests of Transportation Logistics and its shareholders at that time. In
connection with any determination to implement a consolidation, the Board of
Directors will set the timing for such a consolidation and select the specific
ratio from within the range of ratios set forth in the resolution. The Board
of Directors' selection of the specific ratio will be based primarily on the
price level of Transportation Logistics common shares at that time and the
expected stability of that price level.
No further action on the part of shareholders will be required in order
for the Board of Directors to implement the consolidation. If the Board of
Directors does not implement the consolidation before June 30, 2005, the
authority granted by the resolution to implement the consolidation on these
terms will lapse and be of no further force or effect. The resolution will
also authorize the Board of Directors to elect not to proceed with, and
abandon, the reverse split at any time if it determines, in its sole
discretion, to do so. The Board of Directors would exercise this right if it
determined that the consolidation was no longer in the best interests of
Transportation Logistics and its shareholders. No further approval or action
by or prior notice to shareholders will be required in order for the Board of
Directors to abandon the consolidation.
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Effect of the Increase in Authorized Common Stock
and Reverse Stock Split on Capital Stock
The tables below show the cumulative effect on Transportation Logistics'
capital stock at September 24, 2004 of the "recapitalization" that will be
considered at the Shareholders Meeting, namely: (a) the proposed increase in
the authorized common stock and (b) the proposed reverse stock split. The
effects of two possible consolidation ratios, within the range contained in
the proposal, are presented.
The column labeled "After Conversion" reflects the effect of a
conversion of the outstanding Series A Preferred Stock, which is the only
capital stock convertible into the common shares. The columns labeled "After
Recapitalization" and "After Conversion" do not reflect any adjustments that
may result from the repurchase of fractional shares. We cannot calculate at
this time the number of fractional shares that will result from a reverse
stock split.
Assuming a consolidation ratio of one-for-ten
Prior to After After
Recapitalization Recapitalization Conversion
Common Stock: -----------------------------------------------
authorized............... 50,000,000 500,000,000 500,000,000
issued and outstanding,,, 50,000,000 5,000,000 6,000,000
Preferred Stock:
authorized ............... 5,000,000 5,000,000 4,000,000
issued and outstanding.... 1,000,000 1,000,000 0
Assuming a consolidation ratio of one-for-fifty
Prior to After After
Recapitalization Recapitalization Conversion
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Common Stock:
authorized.............. 50,000,000 500,000,000 500,000,000
issued and outstanding.. 50,000,000 1,000,000 1,200,000
Preferred Stock:
authorized........... 5,000,000 5,000,000 4,000,000
issued and outstanding 1,000,000 1,000,000 0
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Exchange of Stock Certificates and Liquidation of Fractional Shares
If the shareholders give the Board of Directors authority to implement a
reverse stock split, and the Board exercises that authority, the reverse stock
split will be implemented by the filing of a certificate of amendment to the
corporation's Articles of Incorporation. Upon the effective date of the
filing, the outstanding certificates representing shares of Transportation
Logistics common stock will be automatically converted into certificates
representing shares of Transportation Logistics common stock, reduced in
number by the consolidation ratio. It will not be necessary for shareholders
to exchange their Transportation Logistics certificates for Transportation
Logistics certificates at that time.
If, however, a shareholder wishes to acquire a certificate reflecting
the effect of the reverse split, he may do so after the effective date of the
reverse split by surrendering his Transportation Logistics certificate to the
corporation's transfer agent with a request for a replacement certificate and
the appropriate stock transfer fee. The transfer agent for Transportation
Logistics is:
American Registrar & Transfer Company
342 East 900 South
Salt Lake City, UT 84111
Telephone: (801) 363-9065
Fax: (801) 363-9066
For the Reasons Indicated, the Board Recommends That You Vote "For"
Approval of the Authorization of a Reverse Stock Split.
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PROPOSAL TO CHANGE THE NAME OF THE CORPORATION
(Item #3 on the Proxy Card)
Proposal. The Board of Directors proposes to change the name of the
corporation from "Transportation Logistics Int'l, Inc." to "Global Concepts,
Ltd."
Reasons for the Proposal. The Board is proposing the name change because
the new name better represents the corporation's business. In 2003 the
corporation liquidated the last of its several subsidiaries that had been
engaged in the business of transportation. Since then, management has been
looking for new enterprises for the corporation. On June 1, 2004 the
corporation acquired ownership of Advanced Medical Diagnostics, LLC, a company
that manufactures and distributes an HIV home diagnostics kit. Subsequently,
management became involved in negotiations aimed at the acquisition of a
European company involved in the warehousing and fulfillment industry.
Management intends to pursue other business opportunities in a variety of
fields and locations. For that reason, the Board is proposing that the
corporation's name be changed to one that reflects the current business plan
of the corporation.
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If the Proposal is approved and the corporation's name is changed,
certificates for the corporation's common stock that recite the name
"Transportation Logistics Int'l, Inc." will continue to represent shares in
the corporation. If, however, a shareholder wishes to acquire a certificate
reciting the name "Global Concepts, Ltd." after the name change becomes
effective, he may do so by surrendering his certificate to the corporation's
transfer agent with a request for a replacement certificate and the
appropriate stock transfer fee. The name and address of Transportation
Logistics' transfer agent can be found on the preceding page of this proxy
statement.
FOR THE REASONS INDICATED, THE BOARD RECOMMENDS THAT YOU VOTE "FOR"
APPROVAL OF THE CHANGE IN THE CORPORATION'S NAME.
OTHER MATTERS
Vote Required to Approve the Proposals
The affirmative vote of the majority of the shares of common stock
outstanding on the Record Date will be required for approval of each Proposal.
Abstentions will have the same effect as negative votes since the percentage
requirement for approval is based on all outstanding shares and not only on
those shares casting votes. Broker non-votes, if any, will not be counted
and will have no effect on the vote.
Dissenters Rights
Under Colorado law, shareholders are not entitled to dissenters' rights
with respect to any of the transactions described in this Proxy Statement.
Transaction of Other Business.
As of the date of this Proxy Statement, Management has no knowledge of
any business which will be presented for consideration at the meeting other
than that described above. Should any other matter come before the meeting,
it is the intention of the Proxy Committee to vote such proxy in accordance
with their best judgment.
Shareholder Proposals.
In order for shareholder proposals intended to be presented at the next
meeting of Shareholders to be eligible for inclusion in the corporation's
proxy statement and the form of proxy for such meeting, they must be received
by the corporation at its principal executive offices a reasonable time before
the corporation prints its proxy materials for the meeting. In addition, if
the corporation does not receive notice of a shareholder proposal within a
reasonable time before the corporation mails its proxy materials to the
shareholders, then the proxies solicited by the Board of Directors may confer
on the proxy committee discretionary authority to vote on the shareholder
proposal. The Board of Directors has not determined when there will be
another meeting of the shareholders.
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Solicitation of Proxies
The entire expense of preparing, assembling and mailing this proxy
statement, the form of proxy and other material used in the solicitation of
proxies will be paid by Transportation Logistics. In addition to the
solicitation of proxies by mail, arrangements may be made with brokerage houses
and other custodians, nominees and fiduciaries to send proxy material to their
principals, and Transportation Logistics will reimburse them for expenses in
so doing. To the extent necessary in order to insure that sufficient votes
are cast, officers and agents of Transportation Logistics, who will not be
additionally compensated therefor, may request the return of proxies
personally. The extent to which this will be necessary depends on how
promptly proxies are received, and shareholders are urged to send their
proxies without delay.
By Order of the Board of Directors
MICHAEL MARGOLIES
Chairman of the Board
Dated: East Orange, New Jersey
October 5, 2004
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